city of atlanta hartsfield-jackson atlanta … · your response to this request for proposal...

CITY OF ATLANTA

HARTSFIELD-JACKSON ATLANTA INTERNATIONAL AIRPORT

REQUEST FOR PROPOSAL

FC-9277, PLANE TRAIN TUNNEL WEST

EXTENSION PHASE 1 – PROGRESSIVE DESIGN BUILD AT HARTSFIELD-JACKSON ATLANTA

INTERNATIONAL AIRPORT

ROOSEVELT COUNCIL, JR.

AVIATION GENERAL MANAGER DEPARTMENT OF AVIATION

ADAM L. SMITH, ESQ., CPPO, CPPB, CPPM, CPP

CPIC, CISCC, CIGPM, CPPC CHIEF PROCUREMENT OFFICER

DEPARTMENT OF PROCUREMENT

CITY OF ATLANTA

HARTSFIELD-JACKSON ATLANTA INTERNATIONAL AIRPORT

REQUEST FOR PROPOSAL

FC-9277, PLANE TRAIN WEST EXTENSION PHASE 1 – PROGRESSIVE DESIGN BUILD AT HARTSFIELD-JACKSON

ATLANTA INTERNATIONAL AIRPORT

ROOSEVELT COUNCIL, JR. AVIATION INTERIM GENERAL MANAGER

DEPARTMENT OF AVIATION

ADAM L. SMITH, ESQ., CPPO, CPPB, CPPM, CPP

CPIC, CISCC, CIGPM, CPPC CHIEF PROCUREMENT OFFICER

DEPARTMENT OF PROCUREMENT

CITY OF ATLANTA SUITE 1900

55 TRINITY AVENUE, SW ATLANTA, GA 30303

(404) 330-6204 Fax: (404) 658-7705 Internet Home Page: www.atlantaga.gov

Follow us on Twitter @ATLProcurerment and Facebook @ City of Atlanta Department of Procurement

Kasim Reed Mayor

DEPARTMENT OF PROCUREMENT Adam L. Smith, Esq., CPPO, CPPB, CPPM, CPP,

CIPC, CISCC, CIGPM, CPPC Chief Procurement Officer

[email protected]

January 24, 2017

ATTENTION INTERESTED PROPONENT:

Your firm is hereby invited to submit to the City of Atlanta (the “City”), Department of Procurement (the “DOP”), a Proposal for Project Number: FC-9277, Plane Train Tunnel West Extension Phase 1 – Progressive Design Build. This project provides a crossover beyond the Baggage Claim terminus station to allow more efficient train movement by reducing headway and increasing capacity at Hartsfield-Jackson Atlanta International Airport. A Pre-Proposal Conference will be held on Tuesday, February 7, 2017, at 9:00 A.M, at the Hartsfield-Jackson Technical Support Campus, 1255 South Loop Road, College Park, Georgia 30337. The purpose of the Pre-Proposal Conference is to provide Proponents with detailed information regarding the Procurement process and to address questions and concerns. There will be representatives from the Department of Aviation, Risk Management and the Office of Contract Compliance available at the conference to discuss this project and to answer any questions. Attendance to the Pre-Proposal Conference is strongly encouraged. A site tour will be held immediately following this conference. All site tour attendees must submit their contact information to Mr. Leslie Page, Contracting Officer, via email at [email protected], no later than 12:00 PM on Thursday, February 2, 2017. This information should include, name, company name, phone number, and date of birth.

The last date to submit questions will be Friday, February 10, 2017, no later than 5:00 P.M. Questions may be sent to Mr. Leslie Page, Contracting Officer, via email at [email protected], or facsimile at 404-658-7705. Questions will be responded to in the form of an addendum.

Your response to this Request for Proposal (“Proposal”) must be received by designated staff of the Department of Procurement at 55 Trinity Avenue, S.W., City Hall, Suite 1900, Atlanta, GA 30303, no later than 2:00 P.M., on Thursday, March 16, 2017. Any Proposal received after this time will not be considered and will be rejected and returned.

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mailto:[email protected]

Request for Proposal Project Number: FC-9277, Plane Train Tunnel West Extension Phase 1 – Progressive Design Build at Hartsfield-Jackson Atlanta International Airport January 24, 2017 Page 2

All Proposals will be publicly opened and read at 2:00 P.M. on the respective due date in Suite 1900, 1st Floor, 55 Trinity Avenue, S.W., City Hall, Atlanta, GA 30303.

This RFP is being made available by electronic means. If accepted by such means,

then the Proponents acknowledges and accepts full responsibility to insure that no changes are made to the RFP. In the event of conflict between a version of the RFP in the Proponents possession and the version maintained by the DOP, the version maintained by the DOP shall govern.

If you have any questions regarding this project, please contact Mr. Leslie Page,

Contracting Officer, at 404.330.6107, or by email at [email protected]. The City reserves the right to cancel any and all solicitations and to accept or reject,

in whole or in part, any and all Proposals when it is for good cause and in the best interest of the City.

Thank you for your interest in doing business with the City.

Sincerely, Adam L. Smith

ALS:lhp

TABLE OF CONTENTS PART 1: INFORMATION AND INSTRUCTIONS TO PROPONENTS PART 2: CONTENTS OF PROPOSAL/REQUIRED SUBMITTALS PART 3: EVALUATION OF PROPOSALS PART 4: REQUIRED SUBMITTAL FORMS Form 1: Illegal Immigration Reform and Enforcement Act Forms Form 2: Contractor Disclosure Form Form 3: Non-Applicable for this RFP Form 4: Proponent Financial Disclosure Form Form 5: Acknowledgment of Insurance and Bonding Requirements Form 6: Non-Applicable for this RFP Form 7: Acknowledgement of Addenda Form 8: Proponent’s Contact Directory Form 9: Client List Forms 10: Essential Subcontractor/Subconsultant Qualification

Statement PART 5: FORM OF SERVICE AGREEMENT

Exhibit A: General Scope of Services Exhibit A.1: Base Employee Classification/Fully Burdened Hourly Billing

Rates Exhibit B: City Council Authorizing Resolution Exhibit C: Construction Team Identification List Exhibit D: Owner Controlled Insurance Program Exhibit D.1: Form of Performance and Payment Bonds Exhibit D.2: Construction Safety and Health Plan Exhibit E: Reserved Exhibit F: Reserved Exhibit G: Schedule Requirements Exhibit H: Contractor’s Staff/Personnel Exhibit I: Reserved Exhibit J: Dispute Resolution Procedures Exhibit K: Milestone & Liquidated Damages Exhibit L: Airport, Access, Security & Safety Measures Exhibit M: Quality Control Plan Requirements

Appendix A: Office of Contract Compliance Requirements and Forms Appendix B: Construction Documents

PART 1: INFORMATION AND INSTRUCTIONS TO

PROPONENTS

FC-9277 | Part 1: Information & Instructions to Proponents |Page 1 of 6

PART 1: INFORMATION AND INSTRUCTIONS TO PROPONENTS

1. SERVICES BEING PROCURED: This Request for Proposals (“RFP”) from qualified proponents (“Proponent” or “Proponents”) by the City of Atlanta (“City”), on behalf of the Department of Aviation (“DOA”), seeks to procure the following services (“Services”): Plane Train Tunnel West Extension Phase 1 – Progressive Design Build. A more detailed Scope of Services sought in this procurement is set forth in Exhibit A–Scope of Services attached to the Services Agreement (“Services Agreement”); Services Agreement No. FC-9277 – Plane Train Tunnel West Extension Phase 1 – Progressive Design Build at Hartsfield-Jackson Atlanta International Airport (H-JAIA), included in this RFP at Part 5.1

2. METHOD OF SOURCE SELECTION: This procurement is being conducted in accordance

with all applicable provisions of the City of Atlanta’s Code of Ordinances (“Code”), including its Procurement and Real Estate Code. The particular method of source selection for the Services sought in this RFP is Code Section 2-1193; Competitive Selection Procedures for Professional and Consultant Services. By submitting a Proposal concerning this procurement, a Proponent acknowledges that it is familiar with all laws applicable to this procurement, including, but not limited to, the Code and City Charter, which laws are incorporated into this RFP by reference. The City will evaluate the written proposals and will determine which Proponents are best qualified to perform the work based on the evaluation criteria described in Part 2 & Part 3 of this RFP. A thorough review will be made into each firm’s qualifications and past performance on similar projects. Our emphasis will be on Proponent’s proposal, past performance and references of each firm and not on company brochures or literature. Oral interviews/presentations will be conducted with Proponents in accordance with City’s Code of Ordinances and other Applicable Law.

3. MINIMUM QUALIFICATIONS; AUTHORITY TO TRANSACT BUSINESS IN GEORGIA: To be eligible to participate on the RFP, each Proponent must meet the following minimum qualifications concerning this RFP: 3.1. A Joint Venture is required.

3.2. Proponent must have and demonstrate experience in designing and/or

constructing a tunnel at an airport, transportation hub, or similar complex environment within the last ten (10) calendar years.

3.3. One of the Joint Venture partners shall self-perform all tunneling work, unless

authorized by City in writing.

1 All capitalized terms contained in the Services Agreement are incorporated into this RFP.


3.4. Proponent must have and demonstrate a minimum bonding capacity of $150,000,000 for an individual project.

3.5. Either all members of the Joint Venture or the Joint Venture as an entity must be qualified and licensed to operate in the business of General Contracting and submit a valid Georgia General Contractor’s License with its proposal.

3.6. Each Proponent must submit with its proposal documentation that demonstrates it

is duly authorized to conduct business in the State of Georgia. 4. NO OFFER BY CITY; FIRM OFFER BY PROPONENT: This procurement does not

constitute an offer by City to enter into a Services Agreement and cannot be accepted by any Proponent to form a Services Agreement. This procurement is only an invitation for offers from interested Proponents and no offer shall bind the City. A Proponent’s offer is a firm offer and may not be withdrawn except under the rules specified in the City’s Code of Ordinances and other Applicable Law.

5. PROPOSAL DEADLINE: Your response to this RFP must be received by the City’s Department of Procurement, 55 Trinity Avenue, S.W., City Hall South, Suite 1900, Atlanta, Georgia 30303-0307 no later than 2:00 p.m., EST (as verified by the Bureau of National Standards) on Thursday, March 16, 2017. Any Proposal received after this time will not be considered and will be rejected and returned.

6. PRE-PROPOSAL CONFERENCE: Each Proponent is strongly encouraged to attend the

Pre-Proposal Conference scheduled for Tuesday, February 07, 2016, at 9:00 A.M., at Technical Support Campus, 1255 South Loop Road, College Park, GA 30337. Each Proponent must be fully informed regarding all existing and expected conditions and matters which might affect the cost or performance of the Services.

7. PROCUREMENT QUESTIONS; PROHIBITED CONTACTS: Any questions regarding this

RFP should be submitted in writing to the City’s contact person, Les Page, Contracting Officer, Department of Procurement, 55 Trinity Avenue, SW, Suite 1900, Atlanta, Georgia 30303-0307, by fax (404) 658-7705 or e-mail [email protected], on or before Friday, February 10, 2017. Questions received after the designated period will not be considered. Any response made by the City will be provided in writing to all Proponents by Addendum. It is the responsibility of each Proponent to obtain a copy of any Addendum issued for this procurement by monitoring the City’ website at www.atlantaga.gov and its Department of Procurement’s Plan Room, which is open during posted business hours, Suite 1900, 1st Floor, 55 Trinity Avenue, S.W., City Hall South, Atlanta, Georgia 30303. No Proponent may rely on any verbal response to any question submitted concerning this RFP. All Proponents and representatives of any Proponent are strictly prohibited from contacting any other City employees or any third-party representatives of the City on any matter having to do with this RFP. All communications by any Proponent concerning this RFP must be made to the City’s contact person, or any other City representatives designated by the Chief Procurement Officer in writing.


8. OWNERSHIP OF PROPOSALS: By submitting a Proposal, each Proponent

acknowledges and agrees that its Proposal submitted to the City will become the property of the City, without compensation to a Proponent, for the City’s use, in its discretion.

9. INSURANCE AND/OR BONDING REQUIREMENTS: The Insurance requirements for

any Services Agreement that may be awarded pursuant to this RFP are set forth in Exhibit D: Insurance Requirements attached to the Services Agreement included in this RFP. Proponents are advised that if you are submitting as a Joint Venture, the Joint Venture must be the named insured on the insurance Certificate of Accord.

10. APPLICABLE CITY OCC PROGRAMS: The City’s OCC Programs applicable to this

procurement are set forth in Appendix A: Office of Contract Compliance Submittals, attached to the Services Agreement included in this RFP. By submitting a Proposal in response to this procurement, each Proponent agrees to comply with such applicable OCC Programs.

11. EVALUATION OF FINANCIAL INFORMATION: The City’s evaluation of financial

information concerning a Proponent and its consideration of such information in determining whether a Proponent is responsive and responsible may involve a review of several items of information required to be included in a Proposal. City will review the information included in Form 4: Proponent / Bidder Financial Disclosure attached to Part 4 of this RFP and any additional information required on that form to be included in a Proposal. Further, if this RFP requires the provision of an Insurance Certificate of Accord and Endorsement, if a Services Agreement is awarded, the City will review the information included in Exhibit D: Insurance Requirements. A Proponent must include with that form (a) notarized letter(s) from its proposed insurer(s indicating that the financial capacity of the Proponent is such that the insurer(s is/are willing to issue insurance for the Proponent if a Services Agreement is awarded to it. Further, if this RFP requires a successful Proponent that is awarded an Services Agreement pursuant to this procurement to post some other type of performance guarantee (e.g. letter of credit, guaranty Services Agreement, etc.), a Proponent must submit with its Proposal a notarized letter from an appropriate financial institution (e.g. bank) indicating that it is willing to issue such performance guarantee for the Proponent if a Services Agreement is awarded to it.

12. SPECIAL RULES APPLICABLE TO EVALUATION OF PROPOSALS: A Proponent may be

required to submit, in writing, the addresses of any proposed subconsultants listed in the Proposal and to submit other material information relative to proposed subconsultants. City reserves the right to disapprove any proposed subconsultants whose technical or financial ability or resources or whose experience are deemed inadequate.

13. EXAMINATION OF PROPOSAL DOCUMENTS:


13.1. Each Proponent is responsible for examining with appropriate care the complete RFP and all Addenda and for informing itself with respect to all conditions which might in any way affect the cost or the performance of any Services. Failure to do so will be at the sole risk of the Proponent, who is deemed to have included all costs for performance of the Services in its Proposal.

13.2. Each Proponent shall promptly notify the City on or before 5:00 p.m. [EST],

Friday, February 10, 2017, in writing should the Proponent find discrepancies, errors, ambiguities or omissions in the Proposal Documents, or should the City’s intent or meaning appear unclear or ambiguous, or should any other question arise relative to the RFP. Replies to such notices may be made in the form of an Addendum to the RFP, which will be issued simultaneously to all potential Proponents who have obtained the RFP from the City.

13.3. The City may in accordance with Applicable Law, by Addendum, modify any

provision or part of the RFP at any time prior to the Proposal due date and time. The Proponent shall not rely on oral clarifications to the RFP unless they are confirmed in writing by the City in an issued Addendum.

13.4. Each Proponent must confirm Addenda have been received and acknowledge

receipt by executing Form 7: Acknowledgment of Addenda attached to this RFP at Part 4.

14. REJECTION OF PROPOSALS; CANCELLATION OF SOLICITATION: WAIVER OF

TECHNICALITIES: The City reserves the right to reject any Proposal or all Proposals or to waive any technical defect in a Proposal. The City also may cancel this procurement at any time in accordance with the City of Atlanta Code of Ordinances.

15. AWARD OF SERVICES AGREEMENT; EXECUTION: If the City awards a Services

Agreement pursuant to this procurement, the City will prepare and forward to the successful Proponent a Services Agreement for execution substantially in the form included in this RFP.

16. ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT: This RFP is subject to

the Illegal Immigration Reform and Enforcement Act of 2011 (“Act”). IIREA was formerly known as the Georgia Security and Immigration Compliance Act or GSICA. Pursuant to Act, the Proponent must provide with its Proposal proof of its registration with and continuing and future participation in the E-Verify Program established by the United States Department of Homeland Security. A completed Contractor Affidavit, set forth in Part 4: Form 1; Illegal Immigration Reform and Enforcement Act Forms, must be submitted on the top of Volume 1 of the Proposal at the time of submission, prior to the time for opening the Proposal. Under state law, the City cannot consider any Proposal which does not include completed forms. Where the business structure of a Proponent is such that Proponent is required to obtain an Employer Identification


Number (EIN) from the Internal Revenue Service, Proponent must complete the Contractor Affidavit on behalf of, and provide a Federal Work Authorization User ID Number issued to, the Proponent itself. Where the business structure of a Proponent does not require it to obtain an EIN, each entity comprising Proponent must submit a separate Contractor Affidavit. It is not the intent of this notice to provide detailed information or legal advice concerning the Act. All Proponents intending to do business with the City are responsible for independently apprising themselves of and complying with the requirements of the Act and assessing its effect on City procurements and their participation in those procurements. For additional information on the E-Verify program or to enroll in the program, go to: https://e-verify.uscis.gov/enroll. Additional information on completing and submitting the Contractor Affidavit precedes the Affidavit at Part 4: Form 1.

17. GRATUITIES AND KICKBACKS. In accordance with the City of Atlanta’s Code of Ordinances, Section 2-1484, as may be amended, it shall be unethical for any person to offer, give or agree to give any employee or former employee or for any employee or former employee to solicit, demand, accept or agree to accept from another person a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy or other particular matter pertaining to any program requirement or a contract or subcontract or to any solicitation or proposal therefore. Additionally, it shall be unethical for any payment, gratuity or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith as an inducement for the award of a subcontract or order.

18. FRAUD AND MISREPRESENTATION. Any written or oral information provided by Contractor directly or indirectly related to the performance of the services required by this Agreement, constitutes material representations upon which the City relies for the requirements of the Agreement and compliance with local, state and federal laws, rules and regulations. [Contractor] agrees to notify the City immediately of any information provided to the City that it knows and/or believes to be false and/or erroneous and immediately provide correct information to the City and take corrective action. [Contractor] further agrees to notify the City immediately of any actions or information that it believes would constitute fraud or misrepresentation to the City in performance of this Agreement, whether or not such information actually constitutes fraud and/or misrepresentations, by contacting the Integrity Line 1-800-884-0911. [Contractor] agrees to place signage provided by the City regarding the Integrity Line at the location to which [Contractor’s] employees report to perform the services required by this Agreement. [Contractor] acknowledges and agrees that a finding of fraud or other impropriety on the part of the [Contractor] or any of its [subcontractors] may result in suspension or debarment of the [Contractor]; and the City may pursue any other actions or remedies that the City may deem appropriate. [Contractor] agrees to include this

https://e-verify.uscis.gov/enroll


clause in its [subcontracts] and take appropriate measures to ensure compliance with this provision.

19. GEORGIA OPEN RECORDS ACT. Information provided to the City is subject to disclosure under the Georgia Open Records Act (“GORA”). Pursuant to O.C.G.A. § 50-18-72(a)(34), “[a]n entity submitting records containing trade secrets that wishes to keep such records confidential under this paragraph shall submit and attach to the records an affidavit affirmatively declaring that specific information in the records constitute trade secrets pursuant to Article 27 of Chapter 1 of Title 10 [O.C.G.A. § 10-1-760 et seq.].”

20. REPRESENTATION. By submitting a proposal to the City, Proponent acknowledges and

represents that: (a) the accompanying proposal is made by a person or business entity (i.e., firm) that is neither a high cost lender nor a predatory lender, nor is the Proponent an affiliate of a high cost lender or a predatory lender, as defined by Code Section 58-102; (b) it has read all of the RFP documents (including, without limitation, the Service Agreement) and acknowledges that Proponent shall be bound by the terms and conditions stated therein; (c) the signatory to the proposal is the Proponent (or Proponent’s duly authorized agent or employee of the Proponent with the authority to bind Proponent hereto); (d) any information or disclosure provided on Form 2, are accurate representations up to and including the date Proponent submitted its proposal to the City; (e) the City will not agree to make any substantive revisions to the Service Agreement; and (f) it agrees that it will voluntarily notify the City immediately if any information or disclosure provided to the City during any part of this procurement process changes, is no longer accurate or would be misleading in any way.

21. ELECTRONIC PROPOSAL DOCUMENTS. This RFP is being made available to all Proponents by electronic means. By responding to this RFP, Proponent acknowledges and accepts full responsibility to ensure that it is responding to the correct form of RFP, including any addenda issued by the City’s Department of Procurement. Proponent acknowledges and agrees that in the event of a conflict between the RFP in the Proponent’s possession and the version maintained by the Department of Procurement, the version maintained by the City’s Department of Procurement shall govern. The RFP document is available at www.atlantaga.gov.

http://www.atlantaga.gov/

PART 2: CONTENTS OF PROPOSALS / REQUIRED

SUBMITTALS

FC-9277 | Part 2: Contents of Proposals/Required Submittals |Page 1 of 13

PART 2: CONTENTS OF PROPOSALS/REQUIRED SUBMITTALS

1. GENERAL CONTENTS OF PROPOSALS. A Proponent must submit a complete Proposal in response to this RFP in the format specified in this RFP; no other format will be considered. A Proposal will consist of two (2) separate documents:

1.1. INFORMATIONAL PROPOSALS. Informational Proposals will be provided in two

(2) Volumes; and

1.2. BASE EMPLOYEE CLASSIFICATIONS/FULLY BURDENED HOURLY BILLING RATES. Base Employee Classifications/Fully Burdened Hourly Billing Rates (Form provided by City at Part 5: Services Agreement: Exhibit A.1; Base Employee Classifications/Fully Burdened Hourly Billing Rates). Exhibit A.1; Base Employee Classifications/Fully Burdened Hourly Billing Rates will become part of the Services Agreement attached to this RFP following negotiations, if a Services Agreement is awarded pursuant to this procurement. The intent of Exhibit A.1 is to set forth the negotiated agreement between the successful Proponent, if any, and City concerning the base employee classifications required to provide Services under the Services Agreement and the fully burdened hourly billing rates applicable to actual Services provided by such employees.

2. VOLUME I: (Information drafted and provided by a Proponent):

2.1. EXECUTIVE SUMMARY. The executive summary must include a letter with the

Proponent’s name, address, telephone number and fax number, signed by a person authorized to act on behalf of the Proponent. It must also designate one (1) contact person to whom all future correspondence and/or communications will be directed by the City concerning this procurement, if that person is different from the person executing the letter. Each Proponent is required to provide an overview of the Proponent’s qualifications to provide the Services being procured through this RFP. At a minimum, the Executive Summary must contain the following information:

2.1.1. Complete legal name of the Proponent and the name of the legal entities that comprise the Proponent. The Proponent must provide the domicile where each entity comprising it is organized, including entity name, brief history of the entity, contact name, address, phone number, and facsimile number, as well as the legal structure of the entity and a listing of major satellite offices;

2.1.2. If Proponent is a corporation, limited liability company, or other

registered entity formed in the State of Georgia, Proponent must include a copy of its Certificate of Incorporation, its Certificate of Organization, or other evidence of its registration with the Georgia Secretary of State.


2.1.3. If Proponent is a corporation, limited liability company, or other registered entity formed outside the State of Georgia, Proponent must include evidence of its registration with the Georgia Secretary of State.

2.1.4. A description of the Proponent’s plan for complying with the EBO goals set forth in Appendix A. This section must include detailed information regarding the essential sub-contractors / subconsultants the Proponent intends to use and should indicate the role and responsibilities these firms will be assigned. Each Proponent must provide a letter from each essential subcontractor / subconsultant indicating that the firm concurs with the role and responsibility Proponent has described; and

2.1.5. A declarative statement as to whether the Proponent or any member

of the Proponent team has an open dispute with the City or is involved in any litigation associated with work in progress or completed in both the private and public sector during the past five (5) years.

2.2. ORGANIZATIONAL STRUCTURE. The Proponent’s Organizational Structure

Section of the Proposal must introduce the proposed Proponent team by:

2.2.1. Providing the Proponent’s Management Organizational Chart both graphically and in narrative format for both the Pre-construction Stage and Construction Stage of the Project. The Organizational Chart and narrative must provide a description of the Proponents’ views on how it will organizationally provide the Services, as well as depict the relationship of its key personnel to that of the Principal-in-Charge and other key members of the management team.

2.2.2. Providing a description of how this Organizational Structure will

facilitate managing the Services requested and how an efficient flow of information will be realized from the Organizational Structure to ensure all products are fully coordinated within the organization when provided.

2.2.3. Providing the names and resumes of proposed candidates for each

major function on the chart.

2.2.4. Providing a narrative description of the role assigned to all proposed subconsultants.

2.2.5. Describing the capacity of the Team to complete the design and

construction phases of the Project.

2.2.6. Proximity to ATL: Describe the Proponent team’s current ability to effectively and conveniently perform the Scope of Services and to coordinate its efforts with the City and its other consultants. List office addresses and total number of employees, and the number of both professional and support employees located at those offices. Also, list Proponent’s geographical


location of the office that will be primarily responsible for assigned projects and where the work will be accomplished. Local/metro Atlanta area for all services is most desired.

2.3. OVERALL EXPERIENCE, QUALIFICATIONS AND PAST PERFORMANCE OF THE PRIME FIRM AND SUB-CONSULTANTS.

2.3.1. Describe the Proponent’s experience and qualifications in each of the

disciplines listed below. For each discipline, proponent must provide a narrative description of four (4) projects (may include a combination of projects from Prime and Subcontractors) within the last 10 years demonstrating the following capabilities and qualifications: 2.3.1.1. Tunnel Design: Provide project descriptions for four (4) tunnel

design projects within the last 10 years to include the following:

2.3.1.1.1. Summary of the project to include tunnel length, function of the tunnel, and the location of the tunnel (airport transportation hubs, or similar complex environment); Project delivery method; Tunnel construction method; Construction staging and maintenance of traffic; and Tunnel ventilation and fire suppression system design.

2.3.1.2. Airport Terminal Architecture Design: Provide project descriptions for four (4) terminal architecture design projects at airports, transportation hubs, or similar complex environment within the last 10 years to include the following: 2.3.1.2.1. Summary of the project with an emphasis on significant

construction activities in an active terminal; Vertical circulation elements of the projects; Planning for maintenance of traffic in impacted areas of the terminal; Project delivery method; and Modifications to existing building systems (MEP, HVAC, communications).

2.3.1.3. Tunnel Construction: One of the Joint Venture partners shall

self-perform all tunneling work, unless authorized by City in writing. Provide project descriptions for four (4) tunnel construction projects within the last 10 years to include the following:

2.3.1.3.1. At least one of the Joint Venture Partners must have and demonstrate experience in one (1) project with a shaft a minimum of 24 feet in diameter and a minimum of 50 feet in depth;


2.3.1.3.2. At least of the Joint Venture Partners must have and demonstrate experience in one (1) one Sequential Excavation Method (SEM) tunnel with minimum 20 feet in width, 20 feet in height and 1000 feet in length;

2.3.1.3.3. At least one of the Joint Venture Partners must have and demonstrate experience in one (1) tunnel with a minimum 1,000 feet length of cast-in-place concrete for the tunnel final lining;

2.3.1.3.4. At least one of the Joint Venture Partners must have and demonstrate experience in one (1) tunnel with similar sensitive conditions (adjacent foundations and buildings).

2.3.1.3.5. Summary of the project(s) to include the following:

2.3.1.3.5.1. Tunnel length, function of the tunnel, and the location of

the tunnel (airport, transportation hubs, or similar complex environment); Project delivery method; Tunnel construction method; Experience with similar sensitive conditions (adjacent buildings and foundations); and Construction staging and maintenance of traffic.

2.3.1.4 Airport Terminal Construction: Provide project descriptions for four (4) airport terminal construction projects within the last 10 years to include the following:

2.3.1.4.1 Summary of the project with an emphasis on significant construction activities in an active terminal; Vertical circulation elements of the projects; Planning for maintenance of pedestrian traffic in impacted areas of the terminal; Project delivery method; and Modifications to existing building systems (MEP, HVAC, communications).

2.3.2. Specialty Subconsultant. The Proponent shall identify any outside

specialized consultants it intends to use as a subconsultant/ subcontractor for the management of the work, or major portion thereof (such as noise insulation, architectural, signage, structural, mechanical and/or engineering, and estimating consultants). The Proponent shall submit information on the subcontractors/subconsultants, which shall include:

2.3.2.1. List of specialized consultants and definition of the work the subconsultant will perform; and the specialized subconsultant's resume and company history, address and details of experience with similar type of design project during the past five (5) years.


2.3.3. Client List. Provide four (4) current clients of the Proponent’s firm. A separate Form 9, Client List is required for each reference, which is to be included in the Proposal following the related narrative.

2.3.4. Problem Solving. Provide three (3) examples of how Proponent or identified team corrected a problem (whether it is personnel, client, or project-related) that was encountered during execution of a Project.

2.3.5. Key Team Members.

2.3.5.1.1. The Project Manager shall have a minimum of five (5) years of supervisory tunneling experience of which at least three (3) years is in a project management position; Participation in the capacity of a supervisory position on at least one (1) minimum 1,000 feet long SEM tunnel project and one (1) tunnel project with a minimum 1,000 feet long cast in place concrete tunnel lining; and Demonstrated supervisory experience in underground construction on projects involving comparable types of construction to this Contract.

2.3.5.1.2. The Project Lead Designer shall have a minimum of ten (10) years of tunneling design experience in responsible charge, five (5) years of which is in project design management positions; and Previous design experience in SEM tunnel projects, including both rock tunneling and soil tunneling.

2.3.5.2. The Tunnel Design Engineer of Record shall have at least ten (10) years of tunneling design experience in responsible charge.

2.3.5.2.1. The Tunnel Construction Superintendent shall have five (5) years of supervisory tunneling experience within the last ten (10) years; Participation in the capacity of a superintendent on at least one (1) minimum 1,000 feet long SEM tunnel projects and one (1) tunnel project with a minimum of 1,000 feet long cast in place concrete tunnel lining; and Demonstrated supervisory experience in underground construction on projects involving comparable types of construction to this Contract, including deep shafts, rock support systems, pre-excavation grouting, and SEM tunnel mining.

2.3.5.2.2. The Chief Tunnel Surveyor shall have at least five (5) years of experience in tunnel surveying.

2.3.6. KEY PERSONNEL/RESUMES.

2.3.6.1. Identify the individuals the Proponent will use to fill the positions listed below. Submission of these names constitutes a


commitment to use these individuals if the Proponent is awarded a contract, and changes may be made only with the prior written consent of the City. In the event there is need to replace Key Team Members during the course of the project, Proponent must describe its back-up personnel plan. For each person listed, submit a written resume, not exceeding 2 pages per person.

2.3.6.1.1. Principal-in-Charge; 2.3.6.1.2. Project Manager; 2.3.6.1.3. Project Lead Designer; 2.3.6.1.4. Tunnel Design Engineer of Record 2.3.6.1.5. Geotechnical Engineer of Record 2.3.6.1.6. Tunnel Construction Superintendent 2.3.6.1.7. Chief Tunnel Surveyor 2.3.6.1.8. Utility Coordinator; 2.3.6.1.9. Discipline Lead Engineers; 2.3.6.1.10. Terminal Architect of Record; 2.3.6.1.11. Chief Scheduler; 2.3.6.1.12. Chief Estimator; 2.3.6.1.13. Specifications Writer; 2.3.6.1.14. Safety Officer; and 2.3.6.1.15. Quality Control Coordinator.

2.3.6.2. Resumes should be organized as follows:

2.3.6.2.1. Name and Title; 2.3.6.2.2. Professional Background; 2.3.6.2.3. Current and Past Relevant Employment; 2.3.6.2.4. Education; 2.3.6.2.5. Licenses and Certifications; 2.3.6.2.6. List of two (2) Relevant projects, including client name,

project description, role of the individual, project actual or expected completion date and client list/reference contact.

2.4. DETAILED WORK PLAN. The Proponent’s Work Plan will provide a summary

statement identifying those elements which will be accomplished in each phase of design and construction. As a minimum, the submittal shall contain the following critical items:

2.4.1. Detailed Project Management Plan. Proponent will describe the approach to Progressive Design Build methodology in managing the Design/Construction Interface for this project. Please provide your proposed Management Organization and describe how this organizational structure will facilitate an efficient flow of information. Describe what processes the Proponent intends to implement to ensure completion of each work project.


2.4.2. Understanding of the Project. Discuss the relationship needed with the

DOA for successful design and construction, constructability issues, approach to developing a GMP or lump sum price and schedule, and management of risks. Include areas of deviation from the project information contained in this RFP. Evidence that the work approach addresses all aspects of the project. Method for accomplishing the design, and a preliminary detailed construction work plan.

2.4.3. Quality Management Approach. Proponent will provide the Proponents

approach to Quality Control during both the design and construction phases of the project. Plan for approval of shop drawings. Plan for coordination with permitting agencies. Please describe how the Proponents organizational structure supports this plan and clearly identify responsible and accountable parties.

2.4.4. Design Stage Schedule. Proponent will provide a schedule for the design

stage of the project. The schedule will be structured as days from Notice to Proceed (NTP) and will include phases of work, milestone deliverables, and time required for DOA reviews.

2.4.5. Construction Management Plan. Proponent shall describe the process by

which it will develop and control the construction schedule. The selected Proponent will be required to provide a Construction Schedule according to the requirements of the City and as described in the Special Conditions and Special Provisions of this RFP. The Proponent shall maintain a revised and up-to-date schedule throughout the project. The Proponent shall include updates to the status of the schedule in reports to the City.

2.4.6. Environmental Compliance. Has Proponent received Environmental non-

compliance reports, fines, or consent orders on any projects constructed within the last five (5) years? If yes, explain in detail.

2.5. PROCUREMENT PLAN. EQUAL BUSINESS OPPORTUNITY (EBO). Proponent must submit a detailed approach to the procurement of subcontractors/subconsultants, materials, supplies and equipment required to complete a project. Proponent must provide its plan for achieving, at a minimum, the City EBO participation goals including a plan for good faith outreach efforts. The plan must address the bonding requirements it will require of the subcontractors.

2.6. HEALTH AND SAFETY PERFORMANCE: Each Proponent must demonstrate that it

is committed to implementing a first rate safety program and that it has an exceptional safety and environmental record. Each Proponent and its proposed subcontractors/ subconsultants must submit their current Experience Modification Rate (EMR). If an EMR is not available, each Proponent and its proposed subcontractors/ subconsultants must submit a written statement detailing each


one’s safety records on its last 5 projects, including contact names and phone numbers where the City can verify the safety record statement. Each Proponent must provide a Log and Summary of OSHA violations and any fines or settlements for the past 36 months. Attach OSHA Form 300A - Work Related Injuries and Illnesses, as required by the U. S. Department of Labor, for the past 36 months (Provide OSHA Recordable Incident Rate (Year 2015) and OSHA Lost Days Away Incident Rate (Year 2015). This is applicable to site construction and installation activities only. (Do not submit the Proponent’s Safety Manual).

3. VOLUME II: (Information required by a Proponent on forms provided by the

City): All respondents including all Joint Venture partners who have chosen to submit a Request for Proposal in this procurement and will be listed as a prime contractor with the City of Atlanta (the “City”) must fill out all forms in their entirety, signed, notarized or sealed with your corporate seal (if needed). If your intentions are for your company to be named as a Prime Contractor(s) with the City, then your company must fill out all forms listed in this solicitation document; otherwise your company may be deemed non-responsive. The required forms are as follows:

3.1 Illegal Immigration Reform and Enforcement Act Affidavits. Each Proponent must complete and submit a Contractor’s Affidavit, attached hereto at Form 1: Illegal Immigration Reform and Enforcement Act Forms with its proposal. This RFP is subject to the Illegal Immigration Reform and Enforcement Act of 2011 (“Act”). Pursuant to the Act, the Proponent must provide with its proposal proof of its registration with and continuing and future participation in the E-Verify Program established by the United States Department of Homeland Security. Under state law, the City cannot consider any proposal which does not include a completed Contractor’s Affidavit. It is not the intent of this notice to provide detailed information or legal advice concerning the Act. All Proponents intending to do business with the City are responsible for independently apprising themselves of and complying with the requirements of the Act and assessing its effect on City procurements and their participation in those procurements. For additional information on the E-Verify program or to enroll in the program, go to https://e-verify.uscis.gov/enroll.

3.2 Contractor Disclosure Form. Each Proponent must complete and submit Form 2: Contractor Disclosure Form with its proposal.

3.2.1. If the Proponent is an individual, then that individual must complete and sign the Contractor Disclosure (Form 2) where indicated.




3.2.2. If the Proponent is a partnership (including but not limited to, joint venture partnership), then each partner in the partnership must complete and sign a separate Contractor Disclosure (Form 2) where indicated.

3.2.3. If the Proponent is a legal entity (e.g., corporation, limited liability company), then an authorized representative of that entity must complete and sign the Contractor Disclosure (Form 2) where indicated.

3.2.4. If the Proponent is a newly formed entity (formed within the last three years), then an authorized representative of that entity must complete and sign the Contractor Disclosure (Form 2) where indicated, and each of the members or owners of the entity must also complete and sign separate Contractor Disclosure Form where indicated.

3.3. Proponent’s Financial Disclosure. Each Proponent must complete and submit Form 4: Proponent Financial Disclosures with its proposal. The City’s evaluation of financial information concerning a Proponent and its consideration of such information in determining whether a Proponent is responsive and responsible may involve a review of several items of information required to be included in a proposal. City will review the information included in Form 4 attached hereto and any additional information required on that form to be included in a proposal. Failure to accurately report financial information shall be grounds for disqualification of Proponent or termination of any Agreement resulting from this solicitation. In addition, Proponent must provide evidence of its ability to submit the Performance Guarantee, including (a) notarized letter(s) from Proponent’s proposed insurer(s) and surety(ies) indicating that the financial capacity of the Proponent is such that the insurer(s)/surety(ies) is/are willing to issue insurance and Payment and Performance Bonds for the Proponent if a Contract is awarded to it. Further, if this RFP requires a successful Proponent that is awarded a Contract pursuant to this procurement to post some other type of performance guarantee (e.g. letter of credit, guaranty agreement, etc.), a Proponent must submit with its Proposal a notarized letter from an appropriate financial institution (e.g. bank) indicating that it is willing to issue such performance guarantee for the Proponent if a Contract is awarded to it.

3.2.1. If the Proponent is an individual, financial disclosures for that individual must be provided.

3.2.2. If the Proponent is an entity or partnership, financial disclosures for that entity or partnership must be provided.

3.2.3. If the Proponent is a newly formed entity or partnership (formed within the last three years), financial disclosures for that entity or partnership must be provided together with full financial disclosure from the entity’s or partnership’s owners.


Financial Disclosure includes a full response to all questions and requests for documentation listed in this Form.

3.3. Acknowledgment of Insurance and Bonding Requirements. Each Proponent must complete and submit Form 5: Acknowledgement of Insurance and Bonding Requirements with its Proposal. The insurance and bonding requirements for any agreement that the City may award pursuant to this RFP are set forth in Exhibit D: Insurance and Bonding Requirements.

3.4. Acknowledgment of Addenda. Each Respondent must complete and submit an acknowledgement with its proposal that it has received all Addenda issued by the City for this RFP. Form 7: Acknowledgement of Addenda has been included and may be used to satisfy this requirement.

3.4.1. An authorized representative of the entity must complete and sign this Acknowledgment of Addenda where indicated.

3.5. Proponent’s Contact Directory. Each Proponent must complete and submit Form 8: Proponent’s Contact Directory with its proposal to include the names, positions/titles, firms, mailing addresses, phone and fax numbers and (when possible) e-mail addresses for at least two individuals, one (1) primary and one (1) secondary, who are authorized to represent Respondent for purposes of this RFP and to whom notices regarding the Respondent’s qualification may be sent.

3.6. List of Clients. Each Proponent must complete and submit at least four (4) references that are able to attest to the Proponent’s performance, ability and credibility. A separate Form 9 is required for each reference.

3.6.1. An authorized representative of the entity must complete this form where indicated.

3.7. Essential Subcontractor/Subconsultant Qualification Statement. Each Proponent must complete and submit Form 10: Essential Subcontractor/Subconsultant Qualification Statement with its proposal.

3.8. OCC Programs. This criterion is based upon the responsiveness of a Proponent’s Equal Business Opportunity Program (“EBO”), the requirement of which is described in Appendix A to the Agreement. This criterion is not scored on a sliding scale. Responsive Proponents will receive a score of 15 points. Proponents who fail to evidence a compliant ACDBE program shall be deemed non-responsive.

3.9. Cost Proposal. Each Proponent must submit a Cost Proposal in a separate sealed envelope using the form provided by the City at Part 5: Services Agreement: Exhibit A.1: Base Employee Classifications/Fully Burdened Hourly Billing Rates. The Cost Proposal must support the Scope of Services contained in the RFP and fully encompass all activities in the Proponent’s


Proposal. The Cost Proposal shall serve as the baseline for final fee negotiation with the City. (Submit one (1) stamped “Original” and ten (10) copies in a separate envelope).

4. Submission of Proposals:

4.1 Proposals shall be signed by hand by a principal of the Proponent with the

authority to enter into an agreement with the City. JOINT VENTURES OR PARTNERSHIPS MUST DESIGNATE ONE JOINT VENTURE MEMBER/PARTNER TO REPRESENT THE JOINT VENTURE OR PARTNERSHIP, RESPECTIVELY, WITH THE AUTHORITY TO SUBMIT AND EXECUTE A PROPOSAL AS WELL AS ENTER INTO AN AGREEMENT WITH THE CITY. Each Proponent is responsible for the preparation of its proposal and for the costs associated therewith.

4.1. A Proposal must be submitted in sealed envelope(s) or package(s) and the outside of the envelope(s) or package(s) must clearly identify the name of the project: FC-9277; PLANE TRAIN TUNNEL WEST EXTENSION PHASE 1 – PROGRESSIVE DESIGN BUILD AT HARTSFIELD-JACKSON ATLANTA INTERNATIONAL AIRPORT, Proponent’s Employee Identification Number (EIN), and the name and address of the Proponent. All Proposals must be submitted to:

Adam L. Smith, Esq., CPPO, CPPB, CPPM, CPP CPIC, CISCC, CIGPM, CPPC

Chief Procurement Officer Department of Procurement

55 Trinity Avenue, S.W. City Hall South, Suite 1900

Atlanta, Georgia 30303-0307 Re: PROJECT NUMBER FC-9277

4.2 Proponent’s names will be read at 2:00 P.M. [EST] on Thursday, March 16, 2017, in the Department of Procurement’s Bid Conference Room, 55 Trinity Avenue, S.W., Suite 1900, City Hall, Atlanta, Georgia 30303-0307.

4.3 A Proponent is required to submit one (1) original and ten (10) copies of its Proposal. Each Proposal must be submitted on 8½” x 11” single-sided, typed pages, using 12–point font size and such pages must be inserted in a standard three-hole ring binder (Volumes 1 and 2 may be contained in a single 3 ring binder). Each Proposal must contain an index and separate sections for each of the sections set forth in Section 2 of Part 2 of this RFP.

4.4 A Proponent is required to submit, in a separate, sealed envelope, clearly

marked “Base Employee Classifications / Fully Burdened Hourly Billing Rates Proposal ”, one (1) stamped original and ten (10) copies of its Base


Employee Classifications / Fully Burdened Hourly Billing Rates Proposal with its Information Proposal.


5. Submittals: The following submittals must be completed and submitted with each Proposal.

Item # Required Proposal Submittal Check Sheet1 Check (√)

VOLUME 1

1. Executive Summary

2. Organizational Structure

3. Overall Experience, Qualifications and Past Performance of the Prime Firm and Sub-consultants

4. Key Personnel/ Resumes

5. Detailed Work Plan

6. Procurement Plan; EBO

7. Health and Safety Performance

VOLUME II

1. Form 1: Illegal Immigration Reform and Enforcement Act Forms (From each individual firm, if a Joint Venture)

2. Form 2: Contractor Disclosure Form (From each individual firm, if a Joint Venture)

3. Form 3: Non-Applicable for this RFP N/A

4. Form 4: Proponent /Bidder Financial Disclosure (From each individual firm, if a Joint Venture)

5. Form 5: Acknowledgement of Insurance & Bonding Requirements

6. Form 6: Non-Applicable for this RFP N/A

7. Form 7: Acknowledgement of Addenda

8. Form 8: Proponent Contact Directory

9. Form 9: List of Clients

10. Form 10: Essential Subcontractor/Subconsultant Qualification Statement

11. Georgia General Contractor’s License

12. Appendix A: City’s Office of Contract Compliance Submittals

COST PROPOSAL MUST BE SUBMITTED IN A SEPARATE SEALED ENVELOPE Exhibit A.1 Base Employee Classification/Fully Burdened Hourly Billing

Rates

1 This table is included solely for Proponent’s convenience and may be used to track the preparation and submittal of certain required information with its Proposal.

PART 3: EVALUATION OF PROPOSALS

FC-9277 | Part 3: Evaluation of Proposals |Page 1 of 1

PART 3: EVALUATION OF PROPOSALS

An Evaluation Committee will review and evaluate the Proposals in accordance with the City’s Code of Ordinances, the criteria specified on the Evaluation Form and considering the information required to be submitted pursuant to the RFP. All Proposals will be evaluated using the following Evaluation Form:

EVALUATION FORM

CATEGORIES CATEGORY SCORE

RELATIVE WEIGHT

TOTAL CATEGORY

SCORE

Organizational Structure 5

Overall Experience, Qualifications and Past Performance of the Prime Firm and Sub-consultants 20

Key Personnel / Resumes 15

Detailed Work Plan 20

Procurement Plan; EBO 5

Health and Safety Performance 10

OCC Programs 15

Financial Capability 10

TOTAL SCORE

For purposes of evaluating all of the Proposals received by the City, the City will assess a score between one (1) and ten (10) for each Category noted above. The Total Category Score is calculated by multiplying the Category Score and the assigned Relative Weight (i.e., Category Score x Relative Weight = Total Category Score). The Total Score is calculated by adding each Total Category Score together. The result of the calculation of the Total Score will be used to determine which Proponent has received the highest Total Score.

PART 4: REQUIRED SUBMITTAL FORMS

All Respondents, including, but not limited to,

corporate entities, limited liability companies, joint ventures, or partnerships, that submit a Proposal or Bid in response to this solicitation must fill out all forms in their entirety, and all forms must be signed, notarized or sealed with the corporate seal (if applicable), as required per each form’s instructions.

If Respondent intends to be named as a Prime Contractor(s) with the City, then Respondent must fill out all the forms listed in this solicitation document; otherwise, Respondent may be deemed non-responsive.

FORM 1 ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT FORMS

INSTRUCTIONS TO RESPONDENTS

All Respondents must comply with the Illegal Immigration Reform and Enforcement Act of 2011, O.G.G.A § 13-10-90, et seq. (“IIREA”). Respondents must familiarize themselves with IIREA and are solely responsible for ensuring their compliance therewith. Respondents may not rely on these instructions for that purpose. These instructions are offered only as a convenience to assist Respondents in complying with the requirements of the City’s procurement process and the terms of this solicitation document.

1. The attached Contractor Affidavit must be filled out COMPLETELY and submitted with the respondent’s submission prior to the due date.

2. The Contractor Affidavit must contain an active Federal Work Authorization Program (“E-Verify”) User ID Number and Date of Registration.

3. Where the business structure of a Respondent is such that Respondent is required to obtain an Employer Identification Number (“EIN”) from the Internal Revenue Service, Respondent must complete the Contractor Affidavit on behalf of, and provide a Federal Work Authorization User ID Number issued to, the Respondent itself (see Example 1 below). Where the business structure of a Respondent does not require it to obtain an EIN, each entity comprising Respondent must submit a separate Contractor Affidavit (see Example 2 below).

Example 1, ABC, Inc. and XYZ, Inc. form and submit a response as Happy Day, LLC. Happy Day, LLC must enroll in the E-verify program and submit a single Contractor Affidavit in the name of Happy Day, LLC which includes the Federal Work Authorization User ID Number issued to Happy Day, LLC.

Example 2, ABC, Inc. and XYZ, Inc. execute a joint venture agreement and submit a response under the name Happy Day, JV. If based on the nature of the JV agreement, Happy Day, JV is not required to obtain an EIN from the IRS, then the response submitted by Happy Day, JV must include both a Contractor Affidavit for ABC, Inc. and a Contractor Affidavit for XYZ, Inc.

4. All Contractor Affidavits must be executed by an authorized representative of the entity named in the Affidavit.

5. All Contractor Affidavits must be notarized.

6. All Contractor Affidavits must be submitted with the Respondent’s response to the solicitation document.

7. Subcontractor and sub-subcontractor affidavits are not required at the time of response submission, but will be required at contract execution or in accordance with the timelines set forth in IIREA.

FC-9277 | Part 4: Required Submittal Forms |Page 2 of 23

Contractor Affidavit under O.C.G.A. § 13-10-91(b)(1)

By executing this Contractor Affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of the City of Atlanta has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Federal Work Authorization User Identification Number Date of Authorization Name of Contractor: Name of Project: Name of Public Employer: City of Atlanta I hereby declare under penalty of perjury that the forgoing is true and correct. Executed on _________, ____, 20__ in _________________ (city), __________ (state) Signature of Authorized Officer or Agent Printed name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ___, DAY OF ________, 201______ NOTARY PUBLIC My Commission Expires:


Subcontractor Affidavit under O.C.G.A. § 13-10-91(b)(3)

By executing this Subcontractor Affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with (name of contractor) on behalf of the City of Atlanta has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-subcontractor to the contractor within five business days of receipt. If the undersigned subcontractor receives notice of receipt of an affidavit from any sub-subcontractor that has contracted with a sub-subcontractor to forward, within five business days of receipt, a copy of such notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Federal Work Authorization User Identification Number Date of Authorization Name of Subcontractor: Name of Project: Name of Public Employer: City of Atlanta I hereby declare under penalty of perjury that the forgoing is true and correct. Executed on _________, ____, 20__ in _________________ (city), __________ (state) Signature of Authorized Officer or Agent Printed name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ___, DAY OF ________, 201______ NOTARY PUBLIC

My Commission Expires:


Sub-subcontractor Affidavit under O.C.G.A. § 13-10-91(b)(4)

By executing this affidavit, the undersigned sub-subcontractor verifies its compliance with O.C.G.A. §13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract for (name of subcontractor or sub-subcontractor with whom such sub-subcontractor has privity of contract) and (name of contractor) on behalf of the City of Atlanta has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned sub-subcontractor will continue to use the federal work authorization program throughout the contract period and the undersigned sub-subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the sub-subcontractor with the information required by O.C.G.A. § 13-10-91(b). The undersigned sub-subcontractor shall submit, at the time of such contract, this affidavit to (name of subcontractor or sub-subcontractor with whom such sub-subcontractor has privity of contract). Additionally, the undersigned sub-subcontractor will forward notice of the receipt of any affidavit from a sub-subcontractor to (name of subcontractor or sub-subcontractor with whom such sub-subcontractor has privity of contract). Sub-subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Federal Work Authorization User Identification Number Date of Authorization Name of Sub-Subcontractor: Name of Project: Name of Public Employer: City of Atlanta I hereby declare under penalty of perjury that the forgoing is true and correct. Executed on _________, ____, 20__ in _________________ (city), __________ (state) Signature of Authorized Officer or Agent ______________________________ ___________________ Printed name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ___, DAY OF ________, 201______ NOTARY PUBLIC My Commission Expires:


FORM 2 CONTRACTOR DISCLOSURE FORM

DEFINITIONS FOR THE PURPOSES OF THIS DISCLOSURE

“Affiliate” Any legal entity that, directly or indirectly through one of more intermediate legal entities, controls, is controlled by or is under common control with the Respondent or a member of Respondent.

“Contractor” Any person, partnership or entity having a contract with the City. “Control” The controlling entity: (i) possesses, directly or indirectly, the power to

direct or cause the direction of the management and policies of the controlled entity, whether through the ownership of voting securities or by contract or otherwise; or (ii) has direct or indirect ownership in the aggregate of fifty one (51%) or more of any class of voting or equity interests in the controlled entity.

“Respondent” Any individual, partnership or entity that submits a response to a solicitation. If the Respondent is an individual, then that individual must complete and sign this Contractor Disclosure Form where indicated. If the Respondent is a partnership (including but not limited to, joint venture partnership), then each partner in the partnership) must complete and sign a separate Contractor Disclosure Form where indicated. If the Respondent is a legal entity (e.g., corporation, limited liability company), then an authorized representative of that entity must complete and sign this Contractor Disclosure where indicated. If the Respondent is a newly formed entity (formed within the last three years), then an authorized representative of that entity must complete and sign this Contractor Disclosure Form where indicated, and each of the members or owners of the entity must also complete and sign separate Contractor Disclosure Form where indicated.

Instructions: Provide the following information for the entity, partner or individual completing this Disclosure (the “Individual/Entity”). A. Basic Information: 1. Name of Respondent: _________________________________________________________________ 2. Name of the authorized representative for the Respondent: __________________________________ B. Individual/Entity Information: Principal Office Address: _________________________________________________________________ Telephone and Facsimile Numbers: ________________________________________________________ E-Mail Address: ________________________________________________________________________ Name and title of Contact Person for the Individual/Entity: _____________________________________ Is the individual/Entity authorized to transact business in the State of Georgia?


Yes (Attach Certificate of Authority to transact business in Georgia from Georgia Secretary of State.)

No C. Questionnaire If you answer “YES” to any of the questions below, please indicate the name(s) of the person(s), the nature, and the status and/or outcome of the information, indictment, conviction, termination, claim or litigation, the name of the court and the file or reference number of the case, as applicable. Any such information should be provided on a separate page, attached to this form and submitted with your Proposal. 1. Please describe the general development of the Respondent's business during

the past ten (10) years, or such shorter period of time that the Respondent has been in business.____________________________________________________________ ___________________________________________________________________________________________________________________________________________________________________________________________________________

2. Are there any lawsuits, administrative actions or litigation to which Respondent is currently a party or has been a party (either as a plaintiff or defendant) during the past ten (10) years based upon fraud, theft, breach of contract, misrepresentation, safety, wrongful death or other similar conduct?

YES

NO

3. If “yes” to question number 2, were any of the parties to the suit a bonding company, insurance company, an owner, or otherwise? If so, attach a sheet listing all parties and indicate the type of company involved.

YES

NO

4. Has the Respondent been charged with a criminal offense within the last ten (10) years?

YES

NO

5. Has the Respondent received any citations or notices of violation from any government agency in connection with any of Respondent’s work during the past ten (10) years (including OSHA violations)? Describe any citation or notices of violation which Respondent received.

YES

NO

6. Please state whether any of the following events have occurred in the last ten (10) years with respect to the Respondent. If any answer is yes, explain fully the circumstances surrounding the subject matter of the affirmative answer:

Whether Respondent, or Affiliate currently or previously associated with Respondent, has ever filed a petition in bankruptcy, taken any actions with respect to insolvency, reorganization, receivership, moratorium or assignment for the benefit of creditors, or otherwise sought relief from creditors?

YES

NO

Whether Respondent was the subject of any civil or criminal proceeding in which there was a final adjudication adverse to Respondent which directly arose from activities conducted by Respondent.

YES

NO

7. Has any employee, agent or representative of Respondent who is or will be


directly involved in the project, in the last ten (10) years: (a) directly or indirectly, had a business relationship with the City?

YES

NO

(b) directly or indirectly, received revenues from the City? YES

NO

(c) directly or indirectly, received revenues from conducting business on City property or pursuant to any contract with the City?

YES

NO

8. Whether any employee, agent, or representative of Respondent who is or will be directly involved in the project has or had within the last ten (10) years a direct or indirect business relationship with any elected or appointed City official or with any City employee?

YES

NO

9. Whether Respondent has provided employment or compensation to any third party intermediary, agent, or lobbyist to directly or indirectly communicate with any City official or employee, or municipal official or employee in connection with any transaction or investment involving your firm and the City?

YES

NO

10. Whether Respondent, or any agent, officer, director, or employee of your organization has solicited or made a contribution to any City official or member, or to the political party or political action committee within the previous five (5) years?

YES

NO

11. Has the Respondent or any agent, officer, director, or employee been terminated, suspended, or debarred (for cause or otherwise) from any work being performed for the City or any other Federal, State or Local Government?

YES

NO

12. Has the Respondent, member of Respondent’s team or officer of any of them (with respect to any matter involving the business practice or activities of his or her employer been notified within the five (5) years preceding the date of this offer that any of them are the target of a criminal investigation, grand jury investigation, or civil enforcement proceeding?

YES

NO

13. Please identify any Personal or Financial Relationships that may give rise to a conflict of interest as defined below [Please be advised that you may be ineligible for award of contract if you have a personal or financial relationship that constitutes a conflict of interest that cannot be avoided]: (a) Personal relationships: executives, board members and partners in firms submitting offers must disclose familial relationships with employees, officers and elected officials of the City of Atlanta. Familial relationships shall include spouse, domestic partner registered under section 94-133, mother, father, sister, brother, and natural or adopted children of an official or employee.

(b) Financial relationships: Respondent must disclose any interest held with a City employee or official or family members of a City employee or official, which may yield, directly or indirectly, a monetary or other material benefit to the

YES

YES

NO

NO


Respondent or the Respondent’s family members. Please describe: _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

D. REPRESENTATIONS Anti-Lobbying Provision. All respondents, including agents, employees, representatives, lobbyists, attorneys and proposed partner(s), subcontractor(s) or joint venturer(s), will refrain, under penalty of the respondent’s disqualification, from direct or indirect contact for the purpose of influencing the selection or creating bias in the selection process with any person who may play a part in the selection process. Certification of Independent Price Determination/Non-Collusion. Collusion and other anticompetitive practices among offerors are prohibited by city, state and federal laws. All Respondents shall identify a person having authority to sign for the Respondent who shall certify, in writing, as follows: “I certify that this bid/proposal is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a bid or offer for the same supplies, labor, services, construction, materials or equipment to be furnished or professional or consultant services, and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of city, state and federal law and can result in fines, prison sentences, and civil damages awards. By signing this document, I agree to abide by all conditions of this solicitation and offer and certify that I am authorized to sign for this Respondent/Offeror.” Certify Satisfaction of all Underlying Obligations. (If Applicable) If a Contract is awarded through this solicitation, then such Contractor should know that before final payment is made to a Contractor by the City, the Contractor shall certify to the City in writing, in a form satisfactory to the City, that all subcontractors, materialmen suppliers and similar firms or persons involved in the City contract have been paid in full at the time of final payment to the Contractor by the City or will be paid in full utilizing the monies constituting final payment to the Contractor. Confidentiality. Details of the proposals will not be discussed with other respondents during the selection process. Respondent should be aware, however, that all proposals and information submitted therein may become subject to public inspection following award of the contract. Each respondent should consider this possibility and, where trade secrets or other proprietary information may be involved, may choose to provide in lieu of such proprietary information, an explanation as to why such information is not provided in its proposal. However, the respondent may be required to submit such required information before further consideration. Equal Employment Opportunity (EEO) Provision. All bidders or offerors will be required to comply with sections 2-1200 and 2-1414 of the City of Atlanta Code of Ordinances, as follows: During the performance of the agreement, the Contractor agrees as follows:

a. The Contractor shall not discriminate against any employee, or applicant for employment, because of race, color, creed, religion, sex, domestic relationship status, parental status, familial status, sexual orientation, national origin, gender identity, age, disability, or political affiliation. As used here, the words "shall not discriminate" shall mean and include without limitation the following:


Recruited, whether by advertising or other means; compensated, whether in the form of rates of pay, or other forms of compensation; selected for training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated.

The Contractor agrees to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officers setting forth the provisions of the EEO clause.

b. The Contractor shall, in all solicitations or advertisements for employees, placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, domestic relationship status, parental status, familial status, sexual orientation, national origin, gender identity, age, disability, or political affiliation.

c. The Contractor shall send to each labor union or representative of workers with which the Contractor may have a collective bargaining agreement or other contract or understanding a notice advising the labor union or workers' representative of the Contractor's commitments under the equal employment opportunity program of the City of Atlanta and under the Code of Ordinances and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The Contractor shall register all workers in the skilled trades who are below the journeyman level with the U.S. Bureau of Apprenticeship and Training

d. The Contractor shall furnish all information and reports required by the contract compliance officer pursuant to the Code of Ordinances, and shall permit access to the books, records, and accounts of the Contractor during normal business hours by the contract compliance officer for the purpose of investigation so as to ascertain compliance with the program.

e. The Contractor shall take such action with respect to any subcontractor as the city may

direct as a means of enforcing the provisions of paragraphs (a) through (h) herein, including penalties and sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in or is threatened with litigation as a result of such direction by the city, the city will enter into such litigation as is necessary to protect the interest of the city and to effectuate the equal employment opportunity program of the city; and, in the case of contracts receiving federal assistance, the Contractor or the city may request the United States to enter into such litigation to protect the interests of the United States

f. The Contractor and its subcontractors, if any, shall file compliance reports at reasonable times and intervals with the city in the form and to the extent prescribed by the contract compliance officer. Compliance reports filed at such times directed shall contain information as to employment practices, policies, programs and statistics of the Contractor and its subcontractors.

g. The Contractor shall include the provisions of paragraphs (a) through (h) of this equal employment opportunity clause in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor.

h. A finding, as hereinafter provided, that a refusal by the Contractor or subcontractor to


comply with any portion of this program, as herein provided and described, may subject the offending party to any or all of the following penalties

(1) Withholding from the Contractor in violation all future payments under the involved contract until it is determined that the Contractor or subcontractor is in compliance with the provisions of the contract;

(2) Refusal of all future bids for any contract with the City of Atlanta or any of its departments or divisions until such time as the Contractor or subcontractor demonstrates that there has been established and there shall be carried out all of the provisions of the program as provided in the Code of Ordinances;

(3) Cancellation of the public contract; (4) In a case in which there is substantial or material violation of the compliance

procedure herein set forth or as may be provided for by the contract, appropriate proceedings may be brought to enforce those provisions, including the enjoining, within applicable law, of Contractors, subcontractors or other organizations, individuals or groups who prevent or seek to prevent directly or indirectly compliance with the policy as herein provided.

Prohibition on Kickbacks or Gratuities/Non-Gratuity. The undersigned acknowledges the following prohibitions on kickbacks and gratuities:

a. It is unethical for any person to offer, give or agree to give any employee or former employee a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy or other particular matter pertaining to any program requirement or a contract or subcontract or to any solicitation or proposal therefor.

b. It is unethical for any employee or former employee to solicit, demand, accept or agree to accept from another person a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy or other particular matter pertaining to any program requirement or a contract or subcontract or to any solicitation or proposal therefor.

c. It is also unethical for any payment, gratuity or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime Contractor or higher tier subcontractor or any person associated therewith as an inducement for the award of a subcontract or order.


Declaration Under penalty of perjury, I declare that I have examined this Contractor Disclosure Form and all attachments to it, if applicable, and, to the best of my knowledge and belief all statements contained herein and in any attachments, if applicable, are true, correct and complete. I certify that this offer is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting an offer for the same supplies, services, construction, or professional or consultant services, and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of city, state and federal law and can result in fines, prison sentences, and civil damages awards. I agree to abide by all conditions of this solicitation and offer and certify that I am authorized to sign for this Respondent.

For entities that are newly formed (formed within the last three years):

� I certify that the Respondent is newly formed and does not have sufficient information to respond to Part C of this Form.

Sign here if you are an individual: Printed Name: ____________________________ Signature: _______________________________ Date: ____________________ Subscribed and sworn to or affirmed by ______________________ (name) this ___ day of _____________, 20__. ___________________________________ Notary Public of _____________(state) My commission expires: ________________ Sign here if you are an authorized representative of a responding entity or partnership: Printed Name of Entity or Partnership: ______________________________ Signature of authorized representative: ______________________________ Title: ___________________________ Date: __________________, 20___ Subscribed and sworn to or affirmed by _______________________________ (name), as the _____________________ (title) of _________________________________ (entity or partnership name) this _____ day of ___________, 20___. _________________________________ Notary Public of _____________(state) My commission expires: _____________


FORM 4

PROPONENT FINANCIAL DISCLOSURE Instructions: It is necessary for the City to evaluate, verify, and understand the

Proponent’s financial capability and stability to undertake and perform the Services contemplated in this Solicitation. To accomplish this task, the Proponent must provide accurate and legible financial disclosures to the City as requested below.

A “Proponent” is an individual, entity or partnership submitting a proposal or

bid in response to a Solicitation.

1. If the Proponent is an individual, financial disclosures for that individual must be provided.

2. If the Proponent is an entity or partnership, financial disclosures for that entity or partnership must be provided.

3. If the Proponent is a newly formed entity or partnership (formed within the last three years), financial disclosures for that entity or partnership must be provided together with full financial disclosure from the entity’s or partnership’s owners. Financial Disclosure includes a full response to all questions and requests for documentation listed in this Form 4.

For example, if the Proponent is a newly formed entity (formed within the

last three years) made up of two separate entities (e.g., a majority interest owner and a minority interest owner), then financial disclosure is required from the Proponent entity, and financial disclosure is also required from each of the two owners (majority entity owner and minority entity owner) as well.

The Proponent (and its owners, if applicable) must submit hard copies of all financial disclosures in response to this Form 4.


Part A - General Information: Name of the Proponent: ______________________________ Name of individual, entity or partnership completing this Form: ______________________________ Relationship of individual, entity or partnership completing this Form to the Proponent: _______________________________ Contact information of individual, entity or partnership completing this Form: _______________________________ Address: ________________________________ Phone Number(s): ________________________________ Email: ________________________________


Part B: Financial Information: 1. The Proponent, and its owners, if applicable, should demonstrate its financial

capability and stability by selecting and providing documentation from one of the following three groups of requests (see below). Please circle which group, (a), (b), or (c), is selected and provide the supporting documentation with the proposal/bid.

(a) Financial statements for the three (3) most recent consecutive fiscal years,

audited by a Certified Public Accountant (“CPA”), including:

(i) Income Statement; (ii) Balance Sheet; and (iii) Statement of Cash Flows.

(b) Financial statements for the three (3) most recent consecutive fiscal years,

either reviewed or compiled by a Certified Public Accountant (“CPA”), including: (i) Income Statement; (ii) Balance Sheet; and (iii) Satisfactory proof of Proponent’s ability to obtain a Performance Bond

for the amount described in Exhibit D, if applicable.

(c) Unaudited, self-prepared financial statements for the three (3) most recent

consecutive fiscal years, including:

(i) Income Statement; (ii) Balance Sheet; (iii) Satisfactory proof of Proponent’s ability to obtain a Performance Bond

for the amount described in Exhibit D, if applicable; (iv) Two (2) banks or other institutional lenders’ references; and (v) Dunn and Bradstreet report for the last two (2) years.


2. Fill in the blanks below to provide a summary of all of the Proponent’s assets and liabilities for the three (3) most recent years (calculated from the date of the end of the fiscal year).

ALL FIGURES BELOW MUST BE REPRESENTED IN U.S. CURRENCY ($). Standard currency of Proponent's Financial Statements: __________________ The exchange rate used: __________ = US $___________ Most recent three (3) years

Year: 20 Year: 20 Year: 20__ (Thousands) (Thousands) (Thousands)

Current Assets $................. $............... $................

Current Liabilities $................. $................ $................ Property & Equip. $................. $................ $................ Working Capital $................. $................ $................ Sales/ Revenue $................. $................ $ ................

Total Assets $................. $................ $................

Total Liabilities $................. $................ $................ Interest Charges $................. $................ $................ Net Income $................. $................ $................

Net-Worth $................. $................ $................ 3. Do you plan to use or require an open line of credit for the project? Yes or No. If yes, the Proponent must provide the source of the line of credit on bank letterhead

for the bank providing the line of credit. The bank contact information must include: contact name, title, address, telephone, fax and e-mail address.


Declaration

Under penalty of perjury, I declare that I have examined this Affidavit Disclosure form and all attachments to it, if applicable, and, to the best of my knowledge and belief, and all statements contained in it and all attachments, if applicable, are true, correct and complete.

Whether you are an individual executing this form or you are an authorized representative of an entity executing this form, the person signing below must sign or affirm in the presence of a Notary Public. The Notary Public’s signature and seal must be provided, together with the date of the notarial act.

For entities that are newly formed (formed within the last three years):

� I certify that the Respondent is newly formed and does not have sufficient information to respond to Part B of this Form.

Sign here if you are an individual:

Printed Name: ____________________________ Signature: _______________________________ Date: ____________________, 20___

Subscribed and sworn to or affirmed by _______________________ (name) this _____ day of ___________, 201____. __________________________ Notary Public of _____________(state) My commission expires: ____________ Sign here if you are an authorized representative of a responding entity:

Printed Name of Entity: ______________________________ Signature of authorized representative: _____________________________ Title: ___________________________ Date: __________________, 20___

Subscribed and sworn to or affirmed by _______________________________ (name), as the _____________________ (title) of _________________________________ (entity name) this _____ day of ___________, 201____. _________________________________ Notary Public of _____________(state) My commission expires: ________


FORM 5

ACKNOWLEDGMENT OF INSURANCE AND BONDING REQUIREMENTS

I, ______________________________, on behalf of ____________________________, Proponent, acknowledge that if selected as the successful Proponent for FC-9277: Plane Train Tunnel West Extension Phase 1 – Progressive Design Build at Hartsfield-Jackson Atlanta International Airport Proponent shall comply completely and promptly with all insurance requirements contained in the Agreement attached to this Solicitation and appendices thereto, pertaining to insurance. Proponent understands that it is expected to share these requirements with potential sureties and insurance brokers, agents, underwriters, etc. prior to any award of an Agreement and to take all necessary steps to ensure compliance with the applicable requirements without delay. Proponent understands, acknowledges and agrees that any failure to fully comply with these requirements within ten (10) days of the date Proponent receives a final Agreement document from the City may result in the forfeiture of the Proposal guarantee submitted with this Proposal and/or the disqualification of Proponent from further consideration for the Agreement. By executing this Acknowledgement of Insurance Requirements, I represent that the Proponent understands and agrees to comply unconditionally with all requirements related to insurance contained in the Agreement attached to this Solicitation. Further, by signing below, I represent that I am authorized to make the representations contained herein on behalf of Proponent. Dated this _________ day of _____________________, 201_. Corporate Proponent: [Insert Corporate Name] By: Print Name: Title: Corporate Secretary/Assistant Secretary (Seal)

Non-Corporate Proponent: [Insert Proponent Name] By: Print Name: Title: Notary Public (Seal) My Commission Expires:


THIS PAGE LEFT INTENTIONALLY BLANK


FORM 7

ACKNOWLEDGMENT OF ADDENDA

Each Respondent must complete and submit and acknowledgement with its solicitation that it has received all Addenda issued for this solicitation. This form has been included and may be used to satisfy this requirement.

This is to acknowledge receipt of the following Addenda for FC-9277: Plane Train Tunnel West Extension Phase 1 – Progressive Design Build at Hartsfield-Jackson Atlanta International Airport:

None (Check if None)

1. _____; 2. _____; 3. _____; and 4. _____.

Dated the ______ day of _________________, 20___. Corporate Proponent: Non-Corporate Proponent: [Insert Corporate Name] [Insert Proponent Name] By: By: Name: Name: Title: Title: Corporate Secretary/Assistant Notary Public (Seal) Secretary (Seal) My Commission Expires:


FORM 8

PROPONENT CONTACT DIRECTORY1

The purpose of the Proponent Contact Directory is to provide the City with a centralized, easily identified source of important contacts and other information regarding each of the business entities constituting a Proponent. This Proponent Contact Directory should include the names, positions/titles, firms, mailing addresses, phone and fax numbers and e-mail addresses for each of the following as it pertains to each of the firms in a Proponent’s team:

1. At least two individuals, one primary the other(s) secondary, authorized to represent the firm for purposes of this RFP; and 2. Proponent Service Provider Key Personnel (as appropriate) listed in the Agreement included in this RFP.

NAME POSITION/TITLE MAILING ADDRESS PHONE NUMBER FAX NUMBER EMAIL ADDRESS


FORM 9

CLIENT LIST

Each Proponent must provide a list of at least four (4) current of an airport, municipalities or similar entities using the below-referenced format. The City is interested in reviewing clients that are able to attest to a Proponent’s performance ability and credibility in a particular industry or trade. Client: Name

Address City, State, Zip Phone Fax

Project Title: _____________________________________________________________________ Contact Person: _____________________________________________________________________ Direct Telephone: _____________________________________________________________________ Email Address: _____________________________________________________________________ Date(s) of Project: _____________________________________________________________________ Description of Services: __________________________________________________________________ Total Amount of Contract Including Change Orders: __________________________________ Proponent’s Role and Responsibilities: _________________________________________________ Current Completion Status: ______________________________________________________________ _______________________________________________________ (Use the Same Format to Provide the Additional References)


FORM 10

ESSENTIAL SUBCONTRACTOR/SUBCONSULTANT QUALIFICATION STATEMENT

This Form “10”, Essential Subcontractor Qualification Statement is submitted for the following proposed Essential Subcontractor:

Company Name: Phone: ______

Contact Person: ______ Email:

Address: Facsimile_____________________________

_____________________________________ Number of Years in business: ______

Employee Category

Number of Employees in Category

Scope of Work to be performed by Subcontractor on this Project: _______ As applicable:

License(s) held: Number: Expires:

________ _

Certification(s) held: Expires:

__________________

References: (a minimum of two (2) references are required)


1. Prime Contractor: Company Name _______________________________________

Address ________________________________________________

City, State, Zip _________________________________________

Phone __________________________________________________

E-mail _________________________________________________

Project Name: _____________________________________________________

Location of Project: _____________________________________________________

Contact Person: _____________________________________________________

Phone Number: _____________________________________________________

Date(s) of Project: ____________________________________________________

Description/Summary of Services: ________________________________________

Value/Amount of Subcontract: _________________________________________

2. Prime Contractor: Company Name _______________________________________

Address ______________________________________________ City, State, Zip _________________________________________ Phone ________________________________________________ E-mail ________________________________________________

Project Name: _____________________________________________________

Location of Project: _____________________________________________________

Contact Person: _____________________________________________________

Phone Number: _____________________________________________________

Date(s) of Project: ____________________________________________________

Description/Summary of Services: ___________________________________________

Value/Amount of Subcontract: ___________________________________________

PART 5: AGREEMENT

CONTRACT

FC-9277, PLANE TRAIN TUNNEL WEST EXTENSION – PHASE I – PROGRESSIVE DESIGN BUILD AT HARTSFIELD

JACKSON ATLANTA INTERNATIONAL AIRPORT

BETWEEN

THE CITY OF ATLANTA

AND

__________________________________

EXHIBITS

CONTRACT

1. Exhibit A: General Scope of Services

2. Exhibit B: City Council Authorizing Legislation

3. Exhibit C: Construction Team Identification List

4. Exhibit D: Owner Controlled Insurance Program

5. Exhibit D.1: Form of Performance and Payment Bonds

6. Exhibit D.2 Construction Safety and Health Plan

7. Exhibit E: Reserved

8. Exhibit F: Reserved

9. Exhibit G: Schedule Requirements

10. Exhibit H: Contractor’s Staff Personnel

11. Exhibit I: Reserved

12. Exhibit J: Dispute Resolution Procedures

13. Exhibit K: Milestone & Liquidated Damages

14. Exhibit L: Airport, Access, Security & Safety Measures

15. Exhibit M: Quality Control Plan Requirements

16. Appendix A: Office of Contract Compliance Requirements

17. Appendix B: Construction Documents

18. Appendix C: Illegal Immigration Reform and Enforcement

FC-9277 | Part 5: Agreement |Page 2 of 21

PROGRESSIVE DESIGN BUILD CONTRACT

THIS PROGRESSIVE DESIGN BUILD CONTRACT between the Owner and Design/Builder (hereinafter referred to as the “Contract”) is made and entered into by and effective as of ______________________ (the “Effective Date”) among the City of Atlanta, Georgia, a municipality within the State of Georgia, (hereinafter referred to as the “Owner”), and _______________________________, authorized to do business in the State of Georgia, (herein referred to as the “Design/Builder”, wherein collectively the City and Design/Builder may be referred to collectively herein as the “Parties”).

This Contract is for Progressive Design/Build services for the Project identified as: PLANE TRAIN TUNNEL WEST EXTENSION – PHASE I – PROGRESSIVE DESIGN BUILD, PROJECT NUMBER FC-9277 (hereinafter referred to as the “Project”).

The objective of this Contract is to complete the Project on schedule and with the best quality, using the Design/Builder’s experience and skill in the best interests of the Owner. Design/Builder has been selected through a competitive process and based upon the Design/Builder’s qualifications, commitments, and pricing of the Project Work. The Contract shall include all aspects and requirements to deliver a successful Project and includes:

• Pre-Construction Services to be provided by the Design/Builder;

• A commitment to provide an overall Guaranteed Maximum Price for the Project (“GMP”) and/or Component GMPs as defined herein, for which the Design/Builder will be at risk;

• Unit rates for personnel working for the Design/Builder that will serve as the basis for the Design/Builder’s billings for those personnel;

• A commitment to provide a complete Design for those portions of the Project for which the Design/Builder shall be the Designer, upon Specifications and criteria provided by the Owner, to be included in the GMP or Component GMPs;

• Additional requirements for the Work that will be paid as a Cost of the Work; and

• A fixed percentage for overhead and profit, to be applied to the Cost of the Work as defined in this Contract, to be included in the GMP or Component GMPs.

ARTICLE 1

THE DESIGN/BUILD TEAM, INTENT AND EXTENT OF CONTRACT

1.1. The Intent of the Contract - The Design/Builder accepts the relationship of trust and confidence established between it and the Owner by this Contract. The Design/Builder covenants with the Owner to furnish its best skill and judgment and to cooperate with the Owner, the Owner’s Representative, and the Construction Manager in furthering the interests of the Owner. The Design/Builder agrees to furnish efficient business administration and superintendence and to complete the Project in the most efficient, expeditious and economical manner consistent with the Contract Documents, industry best practices, and the best interests of the Owner.

1.2. The Project Team - The Design/Builder, the Owner, the Owner’s Representative, and the


Construction Manager, called the "Project Team", shall work collaboratively and through final completion of the Project and shall be available thereafter should additional services be required. The specific representatives of the Project Team are shown in Exhibit C attached hereto and incorporated herein.

1.3. Term - The term of the Contract shall be for three (3) years. The Contract shall commence on the Effective Date and shall end on three (years) from the Effective Date. The initial term of the Contract and any renewal term(s) are collectively referred to as the “Term.”

a) Renewal Terms - The City shall have the right in its sole discretion to renew this Contract for one (1) additional (2 ) year Term(s) according to the following procedure:

(i) If the City desires to exercise an option to renew, it will submit legislation authorizing such renewal for consideration by City’s Council and Mayor prior to the expiration of the prior Term. The legislation will establish that the date of such renewal will be the day immediately following the expiration day of the prior Term;

(ii) If such legislation is enacted, within thirty (30) days of such enactment, the City will notify Design/Builder of such renewal, at which time Design/Builder shall be bound to continue Work during such renewal Term, without the need for the Parties to execute any further documents evidencing such renewal, it being acknowledged by Design/Builder that its initial execution of this Contract is deemed its Contract to continue to continue Work during any renewal Term.

1.4 Extent of Contract - This Contract supersedes any prior negotiations, representations, proposals or Contracts between the Parties concerning the Project. This Contract shall not be superseded by any provisions of the Construction Documents and may be amended only by written instrument signed by both Owner and Design/Builder.

1.5 Order of Precedence - If any portion of the Contract Documents shall be in conflict with any other portion, the various documents comprising the Contract Documents shall govern in the following order of precedence: (1) Change Orders or other authorized amendments to the Contract issued after execution of the Construction Authorization; (2) a Construction Authorization, (3) the Legislation allowing this Contract, (4) this Contract; (5) the Special Conditions, (6) the General Conditions, (7) the Specifications; (8) the Drawings; as between schedules and information given on Drawings, the schedules shall govern; as between figures given on Drawings and the scaled measurements, the figures shall govern; as between large-scale Drawings and small-scale Drawings, the larger scale shall govern.

1.6 Definitions - As used in this Contract, the following terms shall have the meanings indicated unless a different meaning is specifically provided or unless the context otherwise requires:

Acceptance - The CITY’s written acceptance of a Deliverable or Work in accordance with the terms of this Contract.

Action - Any demand, assertion, claim, action or proceeding, judicial or otherwise.

AOA - The Aircraft Operating Area, which is any area of the Airport used or intended to be used for the landing, takeoff, or surface maneuvering of aircraft. The AOA shall include


paved or unpaved areas that are used or intended to be used for the unobstructed movement of aircraft in addition to its associated runway, taxiway, or apron.

Airport - Hartsfield-Jackson Atlanta International Airport.

Applicable Law - all federal, state, municipal, CITY or local statutes, laws, ordinances, codes, rules, regulations, standards, executive orders, consent orders, orders and guidance from regulatory agencies, judicial decrees, permits, licenses or other governmental requirements of any kind, now in effect or that come into effect during the Term (and any present or future amendments to such Applicable Laws) that relate to: (i) the business of CITY; (ii) the business of Design/Builder; (iii) this Contract and the Contract Documents; (iv) the Project or the System, (v) the Deliverables or the Work; (vi) the Airport; or (vii) any other matters relating to this Contract.

Approval - All permits, permissions, consents, approvals and licenses from all government authorities having jurisdiction or approval rights with respect to the Project and as otherwise described in this Contract.

Calendar Day - Every day of each year as shown on the Calendar. All dates and durations on the Project are based on Calendar Days.

Change Order– A Change Order is an Contract executed by the Project Director, or his designee, and the Design/Builder, to revise, add or delete Work from the Project and to transfer funds from the Project Contingency Fund to the Cost of Work, or the Design/Builder’s Contingency Fund.

CITY - The CITY of Atlanta, Georgia; please refer also to Owner definition.

CITY Rules - All codes of ethics, business standards, and/or work rules of the CITY that are from time to time modified.

Claim - A written demand or assertion by the Design/Builder seeking additional compensation, an extension or shortening of any Milestone, the adjustment or interpretation of Contract terms, or other relief arising under or relating to the Contract following denial of a submittal for Change Notice Request. A written demand or assertion by the Design/Builder seeking the payment of money or an extension of time is not a Claim under this Contract until certified as required. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a Claim. All Claims must be processed in strict compliance with the requirements of the Contract Documents.

Code - The Code or Ordinances of CITY, as amended.

Component - A “Component” shall mean a designated portion or part of the Project that the Design/Builder proposes and the Owner approves will be built in accordance with a Construction Authorization approving Design/Builder’s CGMP proposal.

Component Guaranteed Maximum Price (“CGMP”) – A CGMP shall be a guaranteed maximum price for a Component of the Work, as defined in Exhibit A, Scope of Work, or as established in writing by the City.

Consent of Surety - A written confirmation from the Surety approving an action.


Construction Authorization - A written work order executed by the Project Director, or his designee, and issued to the Design/Builder. A Construction Authorization shall be used to accept a GMP into this Contract. No work shall proceed without a Construction Authorization.

Construction Documents - The sealed Plans and Specifications of Design/Builder or provided by the Owner that are issued for construction. The Program Requirements establish the obligations of Design/Builder to meet certain parameters, including scope, schedule and budget. The Program Requirements will be modified through the CITY’s acceptance of Design Consultant’s Deliverables for Design Development and the Construction Documents as set forth in Appendix B, Program Requirements and in this Contract.

Construction Manager - The Owner’s Construction Support Services Group.

Contract Amount – The combined total amount of the accepted GMP’s at any given time. Upon execution of the first Construction Authorization by the Project Director, or his designee, the Contract Amount will be the amount of the first GMP, with each successive GMP being added as approved by the Project Director.

Contract Documents - The term “Contract Documents” shall mean collectively this Contract and all exhibits and schedules thereto, all documents added hereto by Construction Authorization of a proposed GMP and all modifications or changes hereto evidenced by written Modification or Change Orders signed by the Owner and the Design/Builder, as provided by this Contract, together with the Owner’s standard General, Special, Supplementary and other Conditions, all drawings, all specifications, the Construction Documents, all exhibits and all other Addenda and Modifications related thereto or described and provided for therein.

Design/Builder - (INSERT WINNING PROPONENT NAME), its designated representatives, successors, and permitted assigns. The word “Design/Builder” and other similar references shall be construed to mean and include the Design/Builder.

Design/Builder Default - shall be deemed to have occurred if CITY in good faith concludes that one or more of the following has occurred: (i) Design/Builder fails to meet a Milestone or a Deadline or CITY reasonably concludes that such a failure is imminent; (ii) Design/Builder’s acts or omissions materially jeopardize the ability of Design/Builder or CITY to perform its material obligations under this Contract (a “Material Adverse Event”); (iii) Design/Builder fails to make prompt payment in full to any of its employees, agents, Subconsultants, mechanics, materialmen, or laborers; (iv) Design/Builder violates any Applicable Law; (v) Design/Builder or Design Builder’s insurer fails to provide notice regarding the cancellation or amendment of the insurance required by this Contract; (vi) Design/Builder fails in any respect to meet any of its obligations under this Contract, or (vii) any representation or warranty of Design/Builder in this Contract is or becomes false.

Design/Builder Contingency Fund - That sum of money set aside by and under control of the Design/Builder as part of a GMP which has been designated to pay for those items set forth in Exhibit A.1


Deliverables – Services, Professional Services, Construction Management, Contracting, Plans, Specifications, Drawings, Equipment, Software, Materials, Systems, or other items or Services that are to be designed, developed, procured, or provided by or through Design/Builder for CITY in connection with the Project.

Design Consultant - The Design/Builder or, if applicable, the professional design and engineering firm(s) selected or to be selected by Design/Builder, with CITY’s reasonable approval, for the design of the Project, and to serve as Engineer of Record for the Project.

Drawings - The graphic and pictorial portions of the Construction Documents showing the design, location and dimensions of the Work, including plans, elevations, sections, details, schedules and diagrams.

Engineer - The Aviation Assistant General Manager – Planning & Development and any of his representatives acting in their professional capacity that he designates in writing.

FAA - The Federal Aviation Administration of the U. S. Department of Transportation.

Final Completion – The Project, or a specified portion thereof, shall be deemed Finally Completed when (a) the Construction Manager so certifies to the Owner in writing, and (b) the Owner accepts the Project, or specified portion thereof, as being at Final Completion, and (c) Design/Builder has submitted the “As-Built Drawings”; and (d) in the case of the Project as a whole, or a specified portion of the Project, the Owner in writing gives notice to the Design/Builder that the Owner will accept the Project, or a specified portion thereof, as finally complete, and (e) the Design/Builder has completed all items on the punch list and (f) the Design/Builder has completed all Work without material deviation or any material deviation has been brought to the Owner’s attention and it has accepted the deviation in writing..

Force Majeure Event - shall mean (a) strikes, labor disputes, work stoppages, or picketing (legal or illegal); (b) acts of God, including, without limitation, floods, hurricanes, tornadoes, high winds, sinkholes, landslides, earthquakes, epidemics, quarantine and pestilence; (c) fires or other casualties; (d) freight embargoes; (e) acts of a public enemy, civil commotion, riots, insurrections, acts of war, blockades, terrorism, effects of nuclear radiation or national or international calamities; (f) sabotage; and (g) restraint or other act by a court to the extent such delays are not due to any fault, negligence, or lack of diligence of Design/Builder or its agents, employees, contractors, subcontractors, consultants or subconsultants.

GAAP - means generally accepted accounting principles in effect in the United States of America from time to time.

Governmental Authority(ies) - any federal, state and/or local agency, department, commission, board, bureau, administrative or regulatory body or other instrumentality having jurisdiction over all or a portion of the Work or Project.

Guaranteed Maximum Price or GMP – A maximum price agreed upon between Design/Builder and the Owner for the construction of the Work or any portion of the Work on the Project, including a Component. A GMP shall be the maximum amount payable for the scope of Work that the GMP covers, and all costs in excess of the GMP shall be borne by Design/Builder unless the GMP is increased by Change Order.


Hazardous Materials - means: (i) any substance, material or waste defined or characterized as hazardous, extremely hazardous, toxic or dangerous within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any similar law, ordinance, statute, rule or regulation of any governmental body or authority; (ii) any substance, material or waste now or hereafter classified as a contaminant or pollutant under any law, ordinance, statute, rule or regulation of any governmental body or authority; or (iii) any other substance, material or waste, the manufacture, processing, distribution, use, treatment, storage, placement, disposal, removal or transportation of which is now or hereafter subject to regulation under any law, ordinance, statute, rule or regulation of any governmental body or authority.

Insolvency/Bankruptcy Event - shall be deemed to have occurred if Design/Builder: (i) is subject to a petition for relief under the laws of the United States codified as Title 11 of the United States Code; (ii) is subject to an involuntary petition for relief under the United States bankruptcy laws; (iii) seeks, consents to or does not contest the appointment of a receiver, custodian or trustee for itself or for all or any part of its property; (iv) files a petition seeking relief under the bankruptcy, arrangement, reorganization or other debtor relief laws of any state or other competent jurisdiction; (v) admits in writing that it is generally not paying its debts as those debts become due; (vi) gives notice to any governmental body of insolvency or pending insolvency; (vii) suspends material business operations; (viii) becomes “insolvent” as that term is defined under applicable fraudulent transfer or conveyance laws; or (ix) makes an assignment for the benefit of creditors or takes any other similar action for the protection or benefit of creditors.

Intellectual Property Rights - means (a) copyrights, trademarks, moral rights, and any other rights to any form or medium of expression, (b) trade secrets, privacy rights, and any other protection for confidential information or ideas, (c) patents and patent applications, (d) any items, information or theories which are protectable or registrable under any of the copyright, patent, trade secret, trademark, confidentiality or other similar laws, and (e) any other similar rights or interests, recognized by Applicable Law.

Jobsite - means the Hartsfield-Jackson Atlanta International Airport, Clayton County, Georgia, at which location the Services and Systems are to be constructed, installed and implemented and where any related Services are to be performed.

Material Safety Data Sheet - means a document that provides pertinent information about the nature of a particular chemical substance or mixture, which Material Safety Data Sheet is developed by the manufacturer or formulator of the hazardous substance or mixture. The specific criteria for a Material Safety Data Sheet are defined and prescribed in Title 29 of the Code of Federal Regulations, Section 1910.1200, as amended.

Material Adverse Effect - means an actual or, in CITY’s good faith opinion, an imminent, material adverse effect, change, or impact on the quality or timeliness of the Deliverables or Services or the ability of either Party to meet its obligations under this Contract.

Materials - means all supplies, products, tools, appliances, Equipment, Software and utilities that are needed or used by Design/Builder to build, construct, install, integrate, implement, test, commission, operate, maintain and support the Project.


Milestone - means any required steps, stages, phases and service levels associated with the Deliverables or Services that Design/Builder is required to meet, including, without limitation, the Milestones set forth on Exhibit K.

Notice to Proceed - means formal written notice from CITY to Design/Builder directing Design/Builder to begin performing its obligations under this Contract, which may be issued contemporaneously with or after the formal execution of this Contract by CITY.

Owner –The CITY is the “Owner” of the Project and at all times, the Project Director or his designee will act on the Owner’s behalf. The entity that will occupy and use the Project is the Owner’s Department of Aviation.

Owner Controlled Insurance Program (“OCIP”) – This Project is subject to an OCIP as set forth in more detail in the Contract and in Exhibits D, D1 and D2.

Owner’s Representatives - The authorized agent of the CITY for monitoring the Design/ Builder’s performance of the Services, and for conducting the activities and discharging the CITY’s responsibilities arising from this Contract. The “Owner’s Representative” is the Department of Aviation Assistant General Manager, Planning & Development, and its designees. The Owner will provide the names of the authorized Owner’s Representatives in Exhibit C. The CITY will provide written notice to Design/Builder in the event the CITY’s Representative changes.

Permits - means permits, consents, approvals, authorizations, certificates and approvals from all Governmental Authorities, quasi-Governmental Authorities, which are required for the planning, design, construction, completion, use and occupancy of the Project and the Project Improvements. Design/Builder will provide the following permits: Building Permit, Electrical Permit, Mechanical Permit, Fire Protection Permit, Certificate of Occupancy, and other permits as is normal for a general contractor to provide in order to construct the Work pursuant to the Contract Documents. Design/Builder has no responsibility to provide the following: operating permits, use permits, EPA or environmental permits, and adequate facilities fees.

Program Requirements - means the program for the design, construction and equipping of the Project as set forth in the Contract Documents and made a part of this Contract. As Design/Builder provides its Services, the CITY will determine whether to modify the Program Requirements. A change to the Program Requirements can only be made by a modification to the Contract.

Project - shall mean the full scope of Deliverables and Work required from Design/Builder pursuant to this Contract, the Contract Documents and as more fully set forth in Exhibit A.

Project Budget - The “Project Budget” is the total funds available to the Project Director, or his designee, or his designee, for the Project.

Project Contingency Fund – The “Project Contingency Fund” is that sum of money set aside by and under the control of the Project Director, or his designee, as part of the Project Budget which has been designated to pay for scope modifications, unforeseen events or emergencies during the course of the Project not otherwise contemplated in the Contract. The Project Director, or his designee, will issue a Change Order to transfer funds from the


Project Contingency Fund to the Cost of the Work or Design/Builder’s Contingency Fund.

Project Director – The “Project Director” is the Owner’s Department of Aviation General Manager or his authorized representatives, who are designated by the Owner to provide direct interface with the Design/Builder with respect to the Owner's responsibilities. The Project Director, or his designee, must receive all Notices required by this Contract and is authorized to execute Construction Authorizations up to the amount of the Project Budget.

Project Manager – is defined in Article 13.3(b).

Project Schedule - means the time period for performing the Work, including components of the Work, including phasing of construction, times of commencement and completion required of each component of construction, and ordering and delivery of equipment requiring long lead-time, following the requirements as attached as Exhibit G & K, as the same may be updated from time to time by Design/Builder in accordance with the terms of this Contract.

Required Proposal Forms – are the forms that were submitted with the Design/Builder’s response to the CITY’s Request for Proposals as Part 4 of the RFP.

Schedule of Values - will serve as a tool for budgeting and billing against the GMP.

Services - means all services, tasks, functions, or assignments to be performed by Design/Builder for CITY under this Contract, whether one-time or recurring. This Contract uses the term “Deliverable” to refer, generally, to tangible deliverables (e.g. Drawings, Plans, Specifications, Software, equipment, etc.) and “Services” to refer to tasks, functions and related obligations of Design/Builder, but for purposes of this Contract, unless context clearly suggests otherwise, “Deliverables” shall be deemed to include “Services” and “Services” shall be deemed to include “Deliverables.”

Subconsultant - means any Person that Design/Builder has contracted to perform Services required for Deliverables under this Contract. A subconsultant to Design/Builder may be referred to in the Contract as a Subcontractor. Nothing contained in the Contract Documents shall create any contractual relationship whatsoever between the Owner, Owner’s Representative or Construction Manager and any Subcontractor.

Subcontractor - A Subcontractor is a person or organization that has a direct contract with the Design/Builder to perform any of the Work at the site by virtue of an agreement (“Subcontract”) with the Design/Builder. Nothing contained in the Contract Documents shall create any contractual relationship whatsoever between the Owner, Owner’s Representative Construction Manager, Design Consultant, if applicable, and any Subcontractor.

Substantial Completion or Substantially Completed is defined in Article 8.3(k).

Surety - means the corporation executing payment or performance bonds which are furnished to the CITY by the Design/Builder.

Supplier. - A Supplier is a person or organization that has a direct contract with the Design/Builder to supply materials or equipment needed for the completion of the Work by virtue of an Contract (“Supply Contract”) with the Design/Builder. Nothing contained in the


Contract Documents shall create any contractual relationship whatsoever between the Owner, Owner’s Representative, Construction Manager or Engineer and any Supplier.

Trade Packages - “Trade Packages” are the portion of the Construction Documents and other documents used by the Design/Builder pursuant to Article 5 to procure the Services and materials necessary to complete the Work.

Total Contract Value - means the total compensation payable by CITY to Design/Builder for all obligations arising from this Contract, subject to additions and deletions in accordance with this Contract. The Total Contract Value shall be the combined total of all Component Guaranteed Maximum Prices (“CGMPs”) as otherwise established in Exhibit A Scope of Work, or as established by the City in writing.

Work - The term “Work” shall mean all of the Deliverables and Services required by or reasonably inferable from the Contract Documents, including but not limited to, any Construction Authorizations, and shall include, but not be limited to, all plant, labor, transportation, equipment, materials, resources, services and appurtenances to fully complete or to be incorporated into the construction and other services required or reasonably inferable from the Contract Documents, all in accordance with the Contract Documents and in compliance with all federal, state and local laws, statutes, orders, rules, regulations, ordinances and all Owner rules, regulations, policies, practices and procedures.

ARTICLE 2

DESIGN BUILDER’S RESPONSIBILITIES

The Services which the Design/Builder shall provide include, but are not limited to, those described or specified herein. The Services described or specified shall not be deemed to constitute a comprehensive specification having the effect of excluding other Services not specifically mentioned herein.

2.1 Design and Construction Obligation.

a) Design/Builder shall not begin performing Services until it has received a Notice to Proceed or Construction Authorization for any Component of the Work. Design/Builder shall assume all financial and other risks for performing or preparing to perform the Services prior to receiving the Notice to Proceed.

b) Subject to the provisions of this Contract, Design/Builder hereby undertakes to cause and obtain the permitting, design and construction of the Work in accordance with the Construction Documents pursuant to the Program Requirements, to cause Substantial Completion of the same to occur on or before the Scheduled Completion Date, as the same may be extended pursuant to the provisions of this Contract, and to equip the Project in accordance with the Program Requirements. Provided that CITY shall be in compliance with its payment obligations hereunder, all costs, expenses and expenditures in connection with the permitting, design and construction of the Work, including, without limitation, the amounts owing to the Subconsultants, Subcontractors and Suppliers for supervision, transportation, labor, materials or Permits or other matters in connection with the Work, shall be paid by Design/Builder.


c) Design/Builder shall manage, direct and cause the permitting, design, construction and equipping of the Work, and shall coordinate the activities of all Subconsultants, Subcontractors and Suppliers involved therein. Design/Builder shall meet with the Design Consultant and other Persons providing design Services or construction Work on a regular and frequent basis and as specifically provided herein in order to assure the performance of the Work in accordance with the terms of this Contract. To the extent Design/Builder has, obtains, or retains rights under any Subcontract pertaining to the Work, Design/Builder will exercise such rights in accordance with all approval and consent provisions provided to CITY in this Contract. Design/Builder shall ensure that all warranties provided by the Subcontractors, including, without limitation, the architectural, engineering and other design consultants, are consistent with the terms of this Contract.

2.2 Services to be performed by Design/Builder. Design/Builder shall cause the Project to be designed and constructed in an orderly, expeditious and efficient manner in accordance with the Applicable Laws, the Program Requirements, the Project Schedule, the Total Contract Value and the Construction Documents. Without limiting Design/Builder’s obligations hereunder, Design/Builder shall:

a) on a weekly basis, and, in any event no later than two days prior to scheduled weekly meeting, prepare and submit to CITY updates to the Total Contract Value, which shall include updated estimates of the cost of the Project, any changes or proposed changes to any CGMP, and an updated Schedule of Values for components of the Work;

b) comply with the schedule requirements of Exhibit G;

c) if applicable, retain the services of the Design Consultants and coordinate the design of the Project to achieve all of the Program Requirements set forth in Exhibit A;

d) direct, coordinate and supervise the preparation of all submissions necessary in connection with the Permits to be obtained by Design/Builder, as appropriate and as notified by CITY, negotiate with and act as liaison to the Governmental Authorities in connection with obtaining such Permits. Notwithstanding anything to the contrary contained herein, Design/Builder shall not be required to obtain operational permits required for CITY business activities but will endeavor to identify and inform CITY of all required operational permits (including permits for the operation of power generation and fuel systems) not less than sixty (60) days prior to the Scheduled Completion Date. Design/Builder shall obtain and provide to the appropriate Governmental Authorities all drawings, documents, information, consents and such other items necessary to secure the Permits. All applications and other documents submitted by or on behalf of Design/Builder in connection with the Permits shall be available for review by CITY both prior to and after submission to the Governmental Authorities. Design/Builder shall keep CITY fully apprised of the status of processing the Permits and shall deliver copies of the Permits promptly after issuance by the Governmental Authorities;

e) cause the Construction Services specified in the Contract to be performed;

f) negotiate, procure and retain the services of Subconsultants, Subcontractors and Suppliers as per the Contract Documents and Applicable Law, which shall, among other things, execute the design and construction of the Project;


g) investigate, hire, contract with, train, pay, supervise and, when necessary, discharge the personnel reasonably required to be employed or engaged in order to properly and timely perform the Work. Such personnel shall in every instance be deemed independent contractors, agents or employees, as the case may be, of Design/Builder and not of CITY, and all matters pertaining to the employment, engagement, supervision, compensation, promotion and discharge of such independent contractors, agents or employees shall be the sole responsibility of Design/Builder. All salaries, wages, commissions and other compensation or expense of personnel employed by Design/Builder hereunder, including so-called fringe benefits, medical and health insurance, pension plans, social security, taxes, workers’ compensation insurance and all other expenses of Design/Builder are and shall be the responsibility of and paid by Design/Builder. Design/Builder shall cause all personnel used by Design/Builder, the Design Consultant, and any Subconsultants or Subcontractors in the performance of the design and/or construction of the Project to be qualified by training and experience to perform their assigned tasks; CITY shall have the right to require Design/Builder and any Person to replace any on-site personnel that CITY finds reasonably objectionable with other staff available to Design/Builder and reasonably acceptable to CITY.

h) Design/Builder agrees that ________________ shall be assigned, on a full time basis, to be Design Builder’s Project Manager for the Project and may not be re-assigned, replaced or removed by Design/Builder without the prior written consent of CITY. Such representative shall be present or be represented at the Jobsite at all times when Work is in progress; shall, together with other appropriate Design/Builder personnel, be available for meetings as required by Engineer; shall be empowered to receive communications in accordance with this Contract on behalf of Design Builder. During periods when the Work is suspended, arrangements shall be made for an authorized representative acceptable to Engineer to be available for any emergency work that may be required. All communications given to the authorized representative by Engineer or by a designated representative, in accordance with this Contract shall be binding upon Design/Builder.

i) procure and maintain, and require the Design Consultants and Subconsultants and Subcontractors to procure and maintain, with responsible companies reasonably acceptable to CITY, insurance coverages as may be required by the City, and to participate in the insurance program set forth in Exhibit D. Any insurance procured by Design/Builder shall in any event name the CITY as an additional insured, as their interests may appear. Such insurance shall include waivers by the respective insurance carriers of any and all rights of subrogation against the CITY, and Design/Builder shall promptly provide CITY with certificates evidencing such insurance;

j) investigate and make a full timely written report to the insurance carriers of any accident at the Project, claim for damages relating to the design and/or construction of the Project, and damage to or destruction of the Project (and the estimated cost of repair thereof), and prepare and file any and all reports required by any insurance carriers in connection therewith;

k) maintain at its regular business office separate, true and proper books, records, accounts, journals and files regarding its business transactions and the design and construction of the Project, containing contracts, agreements, all design documents (including, without limitation, the Construction Documents), shop drawings, Change


Orders, applications for payment, Permits, rental agreements and records, insurance policies, correspondence, receipts, bills, equipment purchase orders and vouchers, and all other documents and papers pertaining to the Project and/or the design and construction thereof; all financial records relating to Project accounting shall be prepared in accordance with GAAP, consistently applied, and shall be available for audit, review and copying by CITY for a period of three (3) years after Final Payment by CITY hereunder;

l) at all times during the term of this Contract, take such action as may be necessary to comply with any and all Applicable Laws, to the extent that such Applicable Laws are susceptible of being complied with by Design/Builder or Persons under its control;

m) promptly furnish to CITY, upon receipt by Design/Builder, copies of any and all legal notices received by Design/Builder affecting the Project, including, without limitation, notices from Governmental Authorities, and any other notice not of a routine nature;

n) promptly notify CITY of any Action that is initiated or threatened in connection with the Project or against Design/Builder in connection with the Project; and

o) provide CITY, prior to Final Payment hereunder, with an original and one copy of the complete set of CAD drawings and specifications in a form acceptable to the CITY updated to substantially reflect and depict the Project as constructed and indicating the changes in and deviations from the Construction Documents. The as-built drawings and specifications may be an assembled set prepared by Design/Builders, provided such have been coordinated, reviewed, organized and compiled into a single set of as-built drawings by the Design Consultant suitable for use by Design/Builder in the format required by CITY.

ARTICLE 3

DESIGN OF THE PROJECT

3.1 Design Consultant. Unless self-performed by Design/Builder, Design/Builder shall select the Design Consultants in accordance with the Contract Documents and Applicable Law and with the reasonable prior approval of CITY. Design/Builder shall negotiate and execute the Design Subcontract between Design/Builder and the Design Consultants. Both prior to and following execution, Design/Builder shall provide a copy of such Design Subcontract and all amendments thereto to CITY for its review and comment. Design/Builder shall deliver to CITY a copy of all contracts with Design Consultants engaged by Design/Builder to perform design services in connection with the Project.

3.2 Development of Design Documents.

a) Attached hereto as Exhibits A are the Program Requirements & Special Conditions of the Project. The Program Requirements & Special Conditions may not be modified nor may the scope and/or quality of Work set forth therein be modified, except as allowed for in Exhibit A, without the approval in writing by CITY. Within the times set forth in the Project Schedule and Exhibit A, Design/Builder shall cause the Design Consultants to prepare and deliver, to CITY, Construction Documents as described herein.


b) Design/Builder shall cause the Design Consultants to timely prepare and deliver to CITY, but in no event later than the date set forth in the Project Schedule and Exhibit A, unless otherwise agreed to in writing by CITY, for the review and approval of CITY, complete Construction Documents, including Drawings, Plans and Specifications setting forth in detail all requirements for the Construction Documents.

c) The Project Milestone Schedule is attached as Exhibit K. Design/Builder shall prepare and update as necessary, the Project Schedule, as required in Exhibit G, setting forth the dates for delivery of the various design Deliverables and for the review and approvals thereof, durations of design phases and dates for required submittals and bid packages, and of all design meetings with the Design Consultants, coordinated with the requirements of the Project Schedule, and shall deliver a copy of the Project Schedule and updates thereof to CITY sufficiently in advance to afford CITY an opportunity to review the Project Schedule and to attend and participate in such meetings. CITY shall review the documents prepared by the Design Consultants prior to the date of each design meeting and confer with Design/Builder and the Design Consultants regarding progress. Design/Builder shall prepare, or cause the Design Consultants to prepare, minutes of each design meeting reflecting the decisions made, CITY approvals given and objections raised at the meeting, and shall use its best efforts to accomplish distribution thereof to CITY and others in attendance within seven (7) days after each meeting. Such minutes shall be reviewed, amended if necessary, and approved at the next design meeting following the distribution thereof. Design/Builder may propose “fast tracking” of Construction Activities to maintain the Project Schedule.

d) No change from a previously approved design concept shall be permitted unless CITY agrees to the change in writing.

3.3 CITY’s Review and Approval.

a) Any matters which are to be submitted to CITY for CITY’s approval or consent shall be submitted to CITY under cover of a Request for Approval in the form specified on Appendix B which shall state when Design/Builder wishes to have CITY’s response. Submittal document requirements and durations of CITY’s reviews are as stated in the Contract Documents. If information which CITY reasonably deems necessary to fully accomplish its review of the matter in question is not provided to CITY, the applicable review period shall not commence until such information has been furnished to and received by CITY. During the course of such review, Design/Builder and CITY shall proceed in good faith and Design/Builder shall make available to CITY such Persons involved in either the preparation of the subject drawings and documents or the construction of the Project described therein as CITY shall reasonably request for the purpose of consultation and explanation of the subject drawings and documents. On or before the expiration of the review period, CITY shall prepare and submit to Design/Builder in writing any comments, suggestions, modifications or objections it may have to the subject drawings and documents. Otherwise, if CITY consents or approves the submission, CITY will notify the Design/Builder in writing.


ARTICLE 4

PRECONSTRUCTION SERVICES

4.1 Pre-Construction Services, Design Review and Recommendations. The Pre-Construction phase of the Project shall have a planned duration as set forth in Exhibit A Scope of Work, and shall commence upon the issuance of a Notice to Proceed from the Owner and shall terminate upon acceptance of the CGMP for Component 4; provided that the Parties recognize that some aspects of Services performed during Pre-Construction Services Phase will carry forward through the Construction Phase as necessary and appropriate to complete the Project and such services will be subsumed and incorporated in the Contract Amount. The Pre-Construction Services, include, but are not limited to, the following services and the services required pursuant to Exhibit A of this Contract:

a. Project Review and Recommendations. The Design/Builder shall familiarize itself thoroughly with the Project's Construction Documents for the West Curb Improvements and the Owner’s criteria for the Phase I Project. It shall make recommendations for the selection of systems and materials, and cost reducing alternatives, including assistance to the Owner's Representative in evaluating alternative comparisons versus long term cost effects. The evaluation shall detail the benefits of the speed of early Project completion. The Design/Builder shall also review the phasing plan contained in the Contract Documents and propose any changes to the phasing plan that it believes are needed or that would reduce the construction time. The Design/Builder shall also provide an alternate phasing plan if constraints that limited the potential phasing of the Project's construction, such as the availability of gates, are eliminated. It shall furnish pertinent information on the availability of materials and labor that will be required. It shall submit to the Owner's Representative comments concerning construction feasibility and practicality. It shall immediately provide written notice to the Project Director, or his designee, the Owner's Representative of any apparent defects discovered by the Design/Builder in the design, Construction Documents, or other documents.

b. Construction Document Review Reports. Within 30 days after receiving any Construction Documents prepared by others (inclusive of progress sets of Construction Documents as developed for the Project), the Design/Builder shall perform a specific review. Promptly after the review's completion, the Design/Builder shall submit to the Project Director, or his designee, with copies to the Owner's Representative, a written report covering suggestions or recommendations it may deem appropriate, any comments it may deem to be appropriate with respect to separating the Work into separate Trade Packages, any changes in the design to facilitate quicker or less expensive construction, proposed alternative materials, value engineering proposals and all comments called for to expedite and improve the Project.

c. Long Lead Procurements. The Design/Builder shall review the design identifying long lead procurement items (machinery, equipment, materials, and supplies). When each item is identified, the Design/Builder shall notify the Owner's Representative of the required procurement and its schedule. Such information shall be included in the Trade Packages of all affected Subcontracts for the Project. As soon as the Design/Builder has obtained permitting approval for the Project, and has received a Construction Authorization and Notice to Proceed, the Design/Builder shall prepare solicitations for


Trade Packages. The Design/Builder shall keep itself informed on the progress of the respective Subcontractors or Suppliers manufacturing or fabricating such items and advise the Owner's Representative of any problems or prospective delay in delivery.

d. Packaging of the Work. The Design/Builder shall review the design with the Owner's Representative and make recommendations with respect to dividing the Work in such a manner that will permit the Design/Builder to solicit Trade Packages and to award Subcontracts and/or Supply Agreements to maintain the Project Schedule. The Design/Builder shall submit its recommended packaging of the Work to the Owner for its review and approval. The Design/Builder shall take into consideration such factors as natural and practical lines of severability, sequencing effectiveness, access and availability constraints, safety, total time for completion, construction market conditions, availability of labor and materials, community relations, local participation, diversity of work force and any other factors pertinent to saving time and cost by the early release of Trade Packages.

e. Interfacing

i. The Design/Builder is responsible for all Work performed by Subcontractors or through Supply Agreements for procurement of equipment, materials or long lead items. All General Condition requirements shall be performed without duplication or overlap. Particular attention shall be given to provide that each Trade Package clearly identifies the Work required, its schedule for start and completion, and its relationship to the other Work.

ii. Without assuming any professional design responsibilities of the Design Consultants, the Design/Builder shall notify the Owner's Representative of any apparent omissions, lack of coordination or correlation between any Construction Documents and any other deficiencies that it discovers, in order that the Owner's Representative may timely arrange for any necessary corrections.

f. Job-Site Facilities (To Be Paid For As A Cost Of The Work)

i. It is the intent and expectation of the Owner that a job-site working office will be constructed that promotes collaboration among the Owner, the Design/Builder, and their respective personnel (“the Job-Site Facilities). The Job-Site Facilities will be established pursuant to the Owner’s requirements upon commencement of the Pre-Construction Services after receipt of a Construction Authorization, and expanded as may be required from time to time upon issuance of a Construction Authorization. The Design/Builder shall arrange for the Job-Site Facilities in a manner that enables the Design/Builder, the Owner's Representative, and to perform their respective duties in the management, inspection, and supervision of the Work. The Owner will provide a location for the Job-Site Facilities. The Job-Site Facilities will be paid for as a Cost of the Work subject to the CGMP for Component 1 during the Pre-construction Services phase, and upon termination of the Pre-Construction Services all ongoing costs of the Job-Site Facilities shall be included in the CGMP for Component 4.


ii. The “Job-Site Utilities” shall include all leases, utilities, furniture, maintenance, telephones/ local service, sanitary facilities, office equipment and high-speed Internet service to support the Project Team. The final layout of the Job-Site Facilities will be approved by the Owner's Representative prior to mobilization of the same.

iii. Tangible personal property included in the Job-Site Facilities, include but are not limited to, such things as trailers, furniture, supplies, office supplies, toilets, typewriters, computers, copiers, phones, on-site communications, and any other equipment necessary to carry on the Project. The method of acquiring Job-Site Facilities, which if purchased will become the Owner's property at the Project's conclusion, shall be evaluated based on cost over the Project's life. Owning versus leasing shall be considered by the Design/Builder by obtaining at least three (3) proposals for leasing and at least three (3) proposals for purchasing and then analyzing which is least expensive method over the item's usage life. The Design/Builder shall present its evaluation with recommendations to the Owner's Representative for approval.

iv. When the Design/Builder wishes to supply portions of the Job-Site Facilities from its own equipment pool, it shall first evaluate buy versus lease as discussed in the Article above. If leasing is found to be the least expensive approach, then it may lease such portions of the Job-Site Facilities from its own equipment pool at a price not greater than the lowest of the three (3) lease proposals obtained. A proposed leasing schedule of major Job-Site Facilities will be provided to the Owner for prior approval.

v. For all such portions of the Job-Site Facilities purchased which will become the Owner's property at the Project's conclusion, the Design/Builder shall maintain ownership responsibilities of such facilities until the Project's Final Completion or termination of this Contract. At Final Completion or termination of this Contract, whichever is later, the Design/Builder shall provide the Owner with a complete inventory of each unit of equipment. The inventory shall describe the equipment and identify the purchase price, serial number, model number, and condition. Where said equipment has a title, its title shall be properly transferred to the Owner or to its designee.

vi. The Design/Builder is responsible for proper care and maintenance of the Job-Site Facilities while in its control. At the time of transfer to the Owner, the Owner may refuse acceptance of all or any portion of the Job-Site Facilities if the Owner determines, in its sole discretion, that it has not been properly cared for by the Design/Builder or that such acquisition would not otherwise be in the best interest of the Owner. If appropriate, the GMP shall be reduced by the value of any portion of the Job-Site Facilities that the Owner does not accept.

g. Temporary Enclosures and Protection. The Design/Builder shall plan or design adequate temporary enclosures or other protection in order to assure the Work's orderly progress and protection of all materials, facilities, visitors, or workers while


construction progresses. The Temporary Enclosures and Protection will be paid for as a Cost of the Work subject to the appropriate CGMP.

h. Project Manual

i. Upon receipt of the Notice to Proceed with Pre-Construction Services, the Design/Builder, in coordination with the Owner's Representative shall develop a comprehensive Project Manual describing the services set forth in this Contract. This manual shall provide a plan for the control, direction, coordination, and evaluation of Work performed throughout the Project, including identification of key personnel (as identified in the Staffing Plan in Exhibit “B”), the responsibilities of Design/Builder, Owner, Owner's Representative, work flow diagrams, and strategy for packaging the Work, including a diversity plan. The strategy for packaging the Work shall be devised in coordination with the Project Director or his designee. The Project Manual shall be submitted by the Design/Builder to the Owner's Representative for approval within forty-five (45) days of the issuance of the Notice to Proceed. The Project Manual shall be updated as necessary throughout the design, construction, and Owner occupancy phases. Once approved by the Owner, the Project Manual and any updates shall be submitted to the Owner's Representative for approval. Once approved by Owner in writing, the Project Manual is hereby incorporated by reference into this Contract.

ii. Contents of Project Manual. The Project Manual shall describe in detail the procedures for executing the Work and the organizations participating. The Project Manual shall include as a minimum the following:

i. Project Goals. The Project's Schedule, Construction Budget, physical, technical, safety, quality, diversity plans and other objectives shall be defined within the Contract and Contract Documents and as indicated herein.

i. Project Work Plan - A matrix display of the program of Work to be performed by the Design/Builder, the Owner's Representative and the Owner.

ii. Procurement Plan - The Design/Builder shall prepare a proposed Procurement Plan which shall provide, at a minimum, how the Design/Builder will meet the Owner's EBO, any variances that will be needed, including the use of non-eligible bidders, the use of joint venture requirements and how the Work will be packaged, including the estimated cost of the package. The Owner's EBO requirements are attached hereto as Appendix A. Safety Plan - The Design/Builder shall create a Safety and Security Plan acceptable to the Owner and Design/Builder that meets or exceeds all requirements of Exhibit “D”.

iii. Quality Control Plan – The Design/Builder shall develop and maintain a Quality Control Plan, as set forth in Exhibit M acceptable to the Owner, to assure construction quality control. It shall supervise the Work of all Subcontractors providing instructions to each when their Work does not conform to the requirements of the Contract Documents, and it shall ensure


that corrections are made in a timely manner so as to not affect the efficient progress of the Work. Should disagreement occur between the Design/Builder and the Owner’s Representative, Construction Manager, or Design Consultant over acceptability of the Work and conformance with the requirements of the Contract Documents, the Owner shall be the final judge of such performance and acceptability

iv. Organization Chart - A summary organization chart showing the interrelationships among the Owner, the Owner's Representative, the Design/Builder, the utility companies, environmental protection agencies and other supporting organizations, and permitting review agencies. Detailed charts showing all entities participating in the phase shall be included.

v. Responsibility Performance Chart - A detailed matrix showing the specific responsibilities and interrelationships of the Owner, the Owner's Representative, and Design/Builder. The Responsibility Performance Chart shall indicate major responsibility, and minor responsibility, for each specific task required to deliver the phase. The Design/Builder shall develop a chart for its staff, and also for the personnel of the Owner, the Owner's Representative, and the Design/Builder from data supplied by them. The Design/Builder shall submit the Responsibility Performance Chart to the Owner for the Owner's review and approval.

vi. Written Procedures - The Design/Builder shall follow all written procedures for communications and coordination required among Project Team members throughout the Project. Procedures shall cover such matters as correspondence, minutes, reports, inspections, team meetings, technical reviews, design reviews, Applications for Payment, changes, Claims and Disputes, and other necessary communications.

ARTICLE 5

CONSTRUCTION OF THE PROJECT

5.1 Duties of Design/Builder. Design/Builder shall, or shall require Subcontractors engaged by it, to diligently pursue, perform and prosecute the Work to completion, in accordance with the Program Requirements, Project Schedule and the Construction Documents, the entire construction of the Project and shall, subject to Force Majeure Delays and adjustments permitted by the terms of this Contract, cause Substantial Completion to occur on or before the Scheduled Completion Date. The Work for which Design/Builder shall be responsible under this Contract is further described in the Program Requirements & Special Conditions attached hereto as Exhibit A.

5.2 Construction Schedule. Design/Builder shall prepare and submit for City’s review and approval a Construction Schedule for the Project. The schedule shall be prepared and maintained according to the requirements of Exhibit G.

5.3 Award of Contracts. Before awarding any Subcontracts, Design/Builder shall furnish to CITY in writing the names of the Persons (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work and the bidding package Design/Builder proposes to use. CITY will promptly reply to Design/Builder in writing


stating whether or not the CITY has reasonable objection to any such proposed Person or bid package. Failure of CITY to reply within seven (7) days after such information has been furnished to and received by CITY shall constitute approval thereof. Upon the execution of such Subcontracts, Design/Builder shall provide copies thereof to CITY. Except as otherwise provided herein, amounts owing under Subcontracts and other such Contracts, including costs, fees and expenses of Persons retained by Design/Builder or Design/Builders on behalf of Design/Builder in connection with the construction of the Project, shall be the responsibility of Design/Builder from the funds provided by CITY (in accordance the Total Contract Value and in no event in excess of the Total Contract Value). Design/Builder shall require that Design/Builders and Persons performing the Work obtain the Permits and insurance required by this Contract and the contracts to be obtained by them and shall provide CITY with copies of such Permits and the required insurance certificates. Each Subcontract for portions of the Work shall be assignable by Design/Builder to CITY provided that (i) any such assignment shall be effective only after termination of this Contract and only for those Subcontracts which CITY accepts by notifying Design/Builder in writing and (ii) any such assignment shall be subject to the prior rights of the surety, if any, obligated under a bond relating to such Subcontract.

5.4 Financial Information. Design/Builder shall deliver to CITY any and all financial information relating to the costs of any Claim, alleged or claimed extra, additional or Change Order work (“Disputed Work”) and evidence of payment thereof which is reasonably requested by CITY in order that the costs incurred by Design/Builder’s performance of Disputed Work can be determined on an “open book” basis.

5.5 Supervision of Construction. Design/Builder shall supervise and coordinate the construction of the Work so that the Project is constructed, equipped, furnished and completed in a good and workmanlike manner and in accordance with the terms of this Contract. Design/Builder shall be responsible for the payment from the funds received from CITY of all costs and expenses incurred in connection with the construction of the Work. Design/Builder shall enforce substantial compliance with the terms of the agreements with the Design Consultants, Subconsultants, Subcontractors and Suppliers and require their performance substantially in accordance therewith. Design/Builder shall administer the Subcontracts for the design and construction of the Work and require that Work be continuously and diligently performed in order to achieve Substantial Completion on or before the Scheduled Completion Date, as the same may be adjusted pursuant to the terms hereof. Without limiting the foregoing, Design/Builder shall or shall cause the Subconsultants and Subcontractors to:

a. coordinate and schedule the Work as it progresses and the inspections of the Work by consultants, review inspection reports, schedule and conduct preconstruction and construction meetings, review and revise estimates of construction costs, and implement courses of action when requirements of Subcontracts or other agreements for the design or construction of the Work are not being fulfilled, including the termination of any Subconsultants and Subcontractors which are not in substantial compliance with its Subcontract and has failed to cure such noncompliance;

b. negotiate and prepare trade packages and bid packages for any portion of the Work necessary for the award of Subcontracts and other agreements as set forth herein, coordinate selections and procedures for procuring Subcontracts and maintain harmonious labor relations, it being understood by Design/Builder that the CITY has no involvement or responsibility for the selection or performance of any Subcontractor;


c. review all applications for payment and supporting documentation prepared by Subconsultants, Subcontractors and Suppliers for the Work and provide CITY with evidence of payments from previous draws made by CITY;

d. negotiate final payments and/or final settlements with all parties involved in the construction of the Work. Design/Builder shall commence, defend and settle in good faith such legal actions and proceedings concerning the design and construction of the Work (other than defense of CITY in legal actions or proceedings in which CITY is a defendant, which defense shall be assumed by CITY’s attorneys) as are necessary or required in the opinion of Design/Builder and retain counsel in connection therewith. If any claims or liens are filed with respect to the Project by Subconsultants, Subcontractors or Suppliers of Design/Builder, take such action as is necessary to cause the release, removal or bonding off thereof within fourteen (14) days of notice of the filing thereof and in any event before submission of the next payment application;

e. cause any defects in the construction of the Work or in the installation or operation of any equipment or fixtures therein to be corrected during construction and applicable warranty periods;

f. hold weekly job meetings with all job-site personnel, including Subcontractors and Subconsultants, and the Design Consultants, as appropriate and necessary, during the construction of the Project to review the progress of development of the Project and completion of the Work. CITY shall be given notice of and permitted to attend such meetings and any other meeting involving all or some of such parties. If requested by Design/Builder, CITY shall confer with Design/Builder regarding the need or appropriateness of CITY’s attendance at a particular meeting; however, the foregoing shall not obligate CITY to attend nor prevent CITY from attending any such meeting(s). Design/Builder shall cause copies of minutes of any and all such meetings to be prepared and delivered to the participants and CITY;

g. record the progress of the Project and submit written monthly progress reports to CITY including information on each Subcontractor’s work, as well as the entire Project, showing percentages of completion. Design/Builder shall keep a daily log containing a record of each Subcontractor’s work on the site, number of workers, identification of equipment, Work accomplished, problems encountered and other similar relevant data as CITY may require.

h. advise CITY of any delays or anticipated delays in meeting the Project Schedule and of the actual dates on which the various stages and construction indicated on the Project Schedule are started and completed;

i. if construction of the Work does not progress in accordance with the Milestones required by the Project Schedule, as it may be adjusted pursuant to the terms of this Contract, or if it is unlikely that such dates will be met based on the then progress of the Work, Design/Builder must take reasonable steps to cause an acceleration of the Work by all available means including utilization of overtime, additional work crews and alternate material suppliers, at no cost to the CITY;

j. maintain at the Project Site one record copy of all Subcontracts, Drawings, Specifications, addenda, Change Orders and other modifications, in good order and marked currently to


record changes and selections made during construction, and in addition, approved shop drawings product data, samples and similar required submittals. Design/Builder shall make all such records available to the Design Consultants and upon completion of the Project shall deliver them to CITY;

k. arrange for the delivery, storage, protection and security of materials, systems and equipment ordered by Design/Builder that are part of the Work until such items are incorporated into the Project, unless the materials, systems or equipment are not delivered pursuant to Design/Builder’s Scope of Work

l. comply and cooperate with, and cause the Subcontractors and Design Consultants to comply and cooperate with the CITY’s Rules;

m. cooperate and facilitate (and require Subcontractors and Design Consultants to cooperate and facilitate) in the orderly transition from construction to CITY’s use, occupancy and operation (including, without limitation, delivery of all maintenance manuals, warranties and the like); and

n. supervise and coordinate the completion of “punch list” items and warranty work following Substantial Completion.

5.6 Job Site Requirements. The Contractor shall provide or procure the following activities or services as part of its Construction Phase services:

a. Provide a safety program for the Project in accordance with its approved Safety Plan. Monitor for Subcontractor compliance without relieving them of responsibilities to perform the Work in accordance with the best acceptable practices, which are attached hereto as Exhibit D.2 and incorporated by reference herein;

b. Provide a safety program for the Project in accordance with its approved Safety Plan. Monitor for Subcontractor compliance without relieving them of responsibilities to perform the Work in accordance with the best acceptable practices, which are attached hereto as Exhibit D.2 and incorporated by reference herein.

c. Provide a quality control program as set forth in Exhibit M;

d. Print and distribute all required Trade Packages and shop drawings, including any sets required by any applicable inspectors;

5.7 Job Site Administration. The Contractor shall provide the staff set forth in Exhibit H to perform all administrative functions to assure proper management and documentation of the Work, including but not limited to such things as the following:

a. As Built Drawings - During the Work’s progress, require the plumbing, air conditioning, heating, ventilating, elevator, and electrical Subcontractors to record on their field sets of drawings the exact locations, as installed, of all conduit, pipe, and duct lines, whether concealed or exposed, which were otherwise not installed exactly as shown on the Contract Drawings. The Contractor also shall record all drawing revisions that have been authorized by change order that affect wall or partition locations, door and window locations, and other template changes. The exact routing of conduit runs shall be shown on these drawings.


Each drawing shall be noted "As Built" and shall bear the date and name of the Subcontractors that performed the work. CAD files of record drawings shall be updated by the Contractor to reflect their “As Built” condition. These drawings also shall be provided in the portable document format (PDF). Where the Work was installed exactly as shown on the Construction Documents, the sheets shall not be disturbed except as noted above.

The Contractor shall review the completed “As-Built” drawings and ascertain that all data furnished on the drawings are accurate and truly represent the Work as it was actually installed. When manholes, boxes, underground conduits, plumbing, hot or chilled water lines, inverts, etc. are involved as part of the Work; the Contractor shall furnish true elevations and locations, all properly referenced by using the original bench mark used for the Project

5.8 Administrative Records. The Contractor will maintain at the job site, on a current basis, files and records, such as, but not limited to, the following:

(1) Subcontracts or Purchase Orders (2) Shop Drawing Submittal/Approval Logs (3) Equipment Purchase/Delivery Logs (4) Contract Drawings and Specifications with Addenda (5) Warranties and Guarantees (6) Cost Accounting Records: (7) Labor Costs (8) Material Costs (9) Subcontractor Payment Exception Report (10) Equipment Costs (11) Cost Proposal Requests (12) Payment Request Records (13) Meeting Minutes (14) Cost Estimates (15) Bulletin Quotations (16) Lab Test Reports (17) Insurance Certificates and Bonds (18) Contract Changes (19) Purchase Orders (20) Material Purchase Delivery Logs (21) Technical Standards (22) “As-Built" Marked Prints (in electronic format as directed by the Project Director) (23) Operating & Maintenance Instruction (24) Daily Progress Reports (25) Monthly Progress Reports (26) Correspondence Files (27) Transmittal Records (28) Inspection Reports (29) Bid/Award Information (30) Bid Analysis and Negotiations (31) Punch Lists (32) Schedule and Updates


(33) Project Manual

These Project records shall be available at all times to the Owner, the Owner’s Representative, the Construction Manager and the Architect-Engineer for reference or review.

5.9 Owner Occupancy - Design/Builder shall provide services during the construction phases for a smooth and successful Owner occupancy of the Project, including consultation and construction management and transitional services to get the Work "on line" in such condition as will satisfy the Owner’s operational requirements.

a. The Design/Builder shall conduct the preliminary punch list inspection and coordinate the completion of all punch list work with minimal impact to the Owner’s occupancy.

b. The Design/Builder shall catalog equipment operational and maintenance requirements for the Owner’s maintenance personnel and convey these to the Owner in a useful manner. The Design/Builder shall provide operational training to the Owner’s personnel for all equipment incorporated into the Work.

c. The Design/Builder shall secure all required and necessary guarantees and warranties, assemble, and deliver same to the Owner in a manner that will facilitate their maximum enforcement and assure their meaningful implementation.

d. The Design/Builder shall continuously review "As-Built" Drawings and mark up progress prints to provide as much accuracy as possible on the "As-Built" Drawings.

5.10 Owner Direct Purchases – The Owner reserves the right to purchase directly certain construction materials from material suppliers for this Project. Any materials purchased by the Owner shall be referred to as the “Owner Direct Purchases”, and the responsibilities of both the Owner and the Design/Builder for such Owner Direct Purchases will be established at the time of the Owner’s Purchase.

5.11 Owner Required Sole Source and Brand Name Purchase – The Owner reserves the right to identify and require the use of certain sole source and brand name products to support construction of the Project. The Design/Builder shall comply with all required and approved sole source or brand name purchase instructions.

5.12 Owner's Right To Perform Construction And To Award Separate Contracts - The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under conditions of the contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation.

a. The Design/Builder shall cooperate with Owner and Owner’s other contractors and coordinate its Work activities with the other contractor or Design/Builder. The Design/Builder shall participate with other separate Design/Builders or contractors and the Owner in reviewing their construction schedules when directed to do so. The


Design/Builder shall make any revisions to the Project or Component Schedule deemed necessary after a joint review and mutual agreement.

b. The Design/Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Design/Builder’s construction and operations with theirs as required by the Contract Documents.

c. If part of the Design/Builder’s Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Design/Builder shall, prior to proceeding with that portion of the Work, promptly report to the Owner’s Representative apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Design/Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design/Builder’s Work, except as to defects not then reasonably discoverable.

d. The Owner shall be reimbursed by the Design/Builder for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Design/Builder.

5.13 Correction of Work. Upon notice from CITY that CITY reasonably determines that construction is not proceeding in accordance with the Construction Documents as they may be modified as permitted under this Contract, Design/Builder shall cause any such nonconforming work to be re-executed by the party responsible therefore without adjustment to Total Control Value or Project Schedule.

5.14 Shop Drawing Approval. The Owner shall not be required to inspect or approve shop drawings, product data and samples. Any submittal of shop drawings, product data, and samples to the Owner is for information purposes only. Except for revisions made by the Architect-Engineer to the Shop Drawings during the review process, the approval of shop drawings, product data and samples shall not vary the requirements of the Construction Documents and the Design/Builder shall not be relieved from its obligations to comply with the Construction Documents by reason of any approval by the Architect-Engineer of shop drawings, product data, and samples. No portion of the Work requiring submission of shop drawings, product data or samples shall be commenced until the submittal has been reviewed and commented on in writing by the Architect-Engineer. The Design/Builder shall make any corrections or revisions that are in accordance with the Contract Documents and that are requested as a result of the Architect-Engineer’s review, and shall resubmit the required number of corrected and revised copies of shop drawings, product data, or new samples. Resubmittal of shop drawings, product data, or new samples necessitated by required corrections or revisions that are in accordance with the Contract Documents shall not be a cause for an extension of any Milestones or an increase in the Contract Amount. All portions of the Work requiring submission of shop drawings, product data, or samples shall be in accordance with only those submittals which have been reviewed and commented on by the Architect-Engineer and which, when necessary, have been corrected or revised as a result thereof.

5.15 Illumination. When any work is performed at night, or where daylight is obscured, Design/Builder shall, at its expense, provide artificial light sufficient to permit work to be carried on efficiently, satisfactorily and safely, and to permit thorough inspection. During such


time periods, the access to the place of work shall also be clearly illuminated. All wiring for electric light and power shall be installed and maintained in a safe manner and meet all applicable codes and standards.

ARTICLE 6

CHANGE IN THE PROJECT, BONDING AND LIQUIDATED DAMAGES

6.1 Change Orders.

a. CITY may, at any time and from time to time, by a written Change Order Request (“COR”) cause changes in the Work. Such changes may include, but are not limited to, changes in the Construction Documents, the Schedule or the Program Requirements. The CITY, without invalidating this Contract and without notice to surety, may order changes in the Project, or changes that result from other acts or occurrences as set forth elsewhere in this Contract, the Work, consisting of additions, deletions, or other revisions (“Changes”), with the Total Contract Value and appropriate Milestones being adjusted accordingly. All Changes shall be authorized by a Change Order 1292(d), signed by the CITY before the Change is implemented. The Design/Builder understands and agrees that any work performed without a properly executed Change Order 1292(d) shall not be payable by CITY.

b. In the event a COR would impact the Project Schedule or the Total Contract Value, Design/Builder shall deliver to CITY within five (5) days of receipt of the COR Design/Builder’s written statement setting forth in detail the effect that such change would have on the Total Contract Value, on any CGMP, and/or on the Project Schedule, a proposed mitigation plan for such change, together with a statement of the known effect, if any, of all COR’s to date on the Project Schedule and the Total Contract Value (“Change Order Quotation”).

c. Upon receipt of any Change Order Quotation, CITY shall review such proposal. Upon completion of such review, CITY, at its sole discretion, shall have the option to (i) accept the Change Order Quotation, in which event the parties shall be deemed to have agreed to the Change Order Quotation, and a Change Order shall be executed; (ii) enter into negotiations with Design/Builder concerning any aspect of the Change Order Quotation, (iii) reject the Change Order Quotation in writing, in which event the COR shall be deemed withdrawn and Design/Builder shall construct the Work pursuant to the Construction Documents without regard to such COR; or (iv) issue a Construction Authorization for all or any part of the work covered by the COR, with a directive to Design/Builder to track costs and present such costs for audit by the City, and payment of the reasonable costs of the work performed pursuant to the Construction Authorization, in accordance with Contract Section 4.8(a) (iv). Any failure of CITY to respond to a Change Order Quotation within seven (7) Days of delivery to CITY thereof shall be deemed disapproval of such Change Order Quotation and withdrawal of such COR. Upon CITY’s acceptance of a Change Order Quotation, either as originally submitted or as modified with the Contract of Design/Builder and CITY, Design/Builder shall cause the work required by such COR to be performed and the Project Schedule and the Total Contract Value shall be adjusted by Change Order as provided in the applicable Change Order Quotation.


d. Design/Builder’s signature on a Change Order shall constitute a full, final and complete waiver and settlement of any and all claims, demands, and causes of action that Design/Builder has or may have at the time of signing or in the future arising out of or relating to the Change Order and the occurrences, acts, omissions, or events upon which the Change Order is based. No “reservation of rights” or other attempt by Design/Builder to reserve rights arising from the Change Order shall be effective unless CITY and Design/Builder shall both agree in writing to the reservation in writing on the Change Order. This is defined as a Bilateral Change Order. A Bilateral Change Order may be a 1292(d) Change Order if the Contract Modification does not involve an increase in cost to the CITY. A Bilateral Change Order will be used to modify the Contract when additional funding and adjustments to Milestones for the Change requires authorization by CITY Council. This is a 1292(a)(1) Change Order.

e. A Unilateral Change Order 1292(d) is an order to the Design/Builder issued by the CITY after the execution of this Contract implementing a Change upon which the CITY and Design/Builder have not reached full agreement. A Unilateral Change Order will provide the scope of the Change and an estimated cost for the Change. If none of the methods set forth in Subparagraph 4.8(a)(i-iii) is agreed upon and included in a or Bilateral Change Order, the CITY shall have the right to issue a Unilateral Change Order directing the Design/Builder to proceed with the Change and the Design/Builder shall promptly proceed with implementing the Change. The cost of said Change shall then be determined on the basis of the reasonable expenditures and savings of the Deliverables and Work attributed to the Change. However, in the event a Unilateral Change Order is issued, the Engineer will establish an estimated cost of the Change. The Design/Builder shall proceed to perform the Work for the Change, but shall not perform any further work for the Change after the costs incurred by the Design/Builder have or are projected to equal the Engineer’s estimate without prior written approval by the CITY. In such case, the Design/Builder shall keep and shall present, in such form as the CITY may prescribe, an itemized accounting together with appropriate supporting data of the cost associated with the Change.

f. If unit prices are stated in the Contract or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change that application of the agreed unit prices to the quantities of work covered by the proposed Change will cause substantial inequity to the CITY or the Design/Builder, the applicable unit prices and the Total Contract Value, if necessary, shall be equitably adjusted.

g. The Project Contingency Allowance is a contingency allowance included in the Contract solely for the CITY’s use. The Design/Builder is not entitled to bill against or receive any amounts from the Project Contingency Allowance unless and until a 1292(d) Change Order is executed by the City stating the amount of the Project Contingency Allowance that will be used.

h. Change Notices. If at any time Design/Builder believes that acts or omissions of CITY or its designated representatives constitute a change to the Work not covered by a Change Order Request, Designer/Builder shall within seven (7) calendar days after such act or omission submit a written Change Notice explaining in detail the basis for the change.


i. If a Change Order Request or Change Notice is rejected by the City, and Design/Builder intends to assert a Claim, Design/Builder must do so in strict compliance with the requirements set forth in Exhibit J.

6.2 Claims for Additional Cost or Time. All claims for additional cost or time shall be made by request for a Change Order. If the Design/Builder is delayed at any time in the progress of the Work by any act or neglect of the Owner, the Owner’s Representative, the Construction Manager or of any employee of either or by any separate Design/Builder or Design/Builder employed by the Owner, or by any changes ordered in the Work, by labor disputes, fire, or unusual delay in transportation, unavoidable casualties, or any causes beyond the Design/Builder's control, or by delay authorized by the Owner pending resolution of Claims and Disputes, and such delay extends the Substantial Completion date, the Substantial Completion date shall be extended by the extension shown to the critical path of the applicable Project schedule as the Construction Team may determine. For a Delay to justify a time extension, the delay must be excusable and must extend the Project schedule’s critical path for constructing the Component or Project. Neither the Owner nor the Design/Builder shall be considered to own the schedule float time. Float will be utilized as the Construction Team deems is in the Project’s best interest.

6.3 Emergencies. In any emergency affecting the safety of persons or property, the Design/Builder shall act at its discretion, to prevent threatened damage, injury, or loss. Any cost increase or time extension claimed by the Design/Builder because of emergency Work shall be determined as provided in the Contract.

6.4 Pricing of Adjustments.

This article shall apply to Design/Builder, Subcontractor, and Lower Tier Subcontractor.

a. Pricing Methods. When costs are a factor in any determination of a Contract adjustment pursuant to the Contract, Design/Builder shall propose upward or downward price adjustments in one of the following methods as directed by Engineer:

(i) Using Unit Prices from this Contract;

(ii) Estimating new Unit Prices where appropriate, subject to negotiation;

(iii) Estimating a lump sum price for the change, subject to negotiation; and

(iv) Establishing separate cost accounting records, subject to daily end-of-the-day written approval by Engineer of all allocable costs on a Force Account basis. Reimbursement of reasonable and approved incurred costs, plus specified rates for overhead and profit, as defined below, shall be the basis for Force Account adjustment of the Contract price.

b. Cost Breakdown Information. When Design/Builder is directed to propose price adjustments, it shall provide cost breakdown information for the purpose of, and in sufficient detail to permit, analysis and negotiation including but not limited to labor categories, job hours and rates, equipment and material quantities, sources and calculations, overhead costs and allocations, profit computations and reference data upon which estimates are based. If for any reason Engineer and Design/Builder are unable to agree upon a new unit rate or lump sum Contract price adjustment the


following provisions, which establish and define allowable costs and rates for Force Account work pursuant to (a)(iv) above, shall also define allowable costs and rates for the new Unit Price or lump sum price adjustment determination by Engineer.

c. Direct Labor. Incurred direct labor wages for technical, craft and manual labor for all classifications through lead Engineer, foreman or equivalent are allowable for the period of performance of the change. General supervision and management above lead Engineer, foreman or equivalent and indirect labor, e.g. surveyors, office personnel, timekeepers and maintenance personnel, are not allowable as direct costs but are recovered in the overhead and profit rates established by this clause. Payroll additives are allowable and include taxes, insurance premiums, paid absences, and social and retirement benefits required by law, labor agreements, published company policies applying uniformly to Design/Builder’s work force or which are normal and customary. CITY shall have access to Design/Builder’s certified payroll records for verification of labor costs.

d. Equipment. Approved incurred construction equipment, facilities and vehicle net rental costs plus five percent (5%) for Design/Builder overhead and profit are allowable, except tools and equipment having original purchase prices of less than five hundred dollars ($500) each, which are deemed to be covered in the overhead and profit rates established by this clause. If operating costs are not included in rental rates they are also allowable.

(i) Equipment Charges. Reasonable equipment charges for approved Design/Builder-owned construction equipment having original purchase prices of more than five hundred ($500) each shall also be allowed, provided such charges are:

(A) Agreed upon Contract unit rates; or

(B) Based upon calculated values allocating ownership costs over the useful life of the equipment plus operating costs such as fuel, oil, lubricants, and maintenance and a profit of ten percent (10%) on such costs; or

(C) Not greater than seventy percent (70%) of Data Quest Blue Book daily rental rates applicable for the period of performance of the change; and

(D) Appropriately discounted to stand-by rates for idle time reasonably required.

(ii) Limited Equipment Charges. When the operated use of equipment is infrequent and, as determined by Engineer, such equipment need not remain at the Work site continuously, charges shall be limited to actual hours of use. Equipment not operating but retained at the location of changes at Engineer’s direction shall be charged at the standby rate.

(iii) Need for Equipment. For the cost of both rented and owned equipment to be allowable, Engineer must agree in writing, prior to their being used, that the individual pieces of equipment are needed, are appropriate for the Work, and that the mobilization and demobilization costs are allocable to the change and


acceptable. This is in addition to the daily end-of-day approval of operating time for such equipment.

a. Materials. Approved incurred costs for material incorporated into the changed Work or required for temporary construction facilities made necessary by the change shall be allowable at net cost delivered to the Jobsite plus five percent (5%) overhead and profit for Design/Builder.

b. Subcontracts. Approved incurred costs for lower-tier subcontracted tasks shall be allowable plus five percent (5%) overhead and profit for Design/Builder.

c. Overhead, Profit and all other Costs. In addition to the overhead and profit provided herein, CITY will also pay an amount equal to fifteen percent (15%) of total direct labor for changes resulting in a Contract price adjustment, excluding this percentage markup, of less than Twenty Five Thousand ($25,000) Dollars; or will pay ten percent (10%) for changes resulting in adjustments of Twenty Five Thousand ($25,000) Dollars or more. This amount will be deemed to be full consideration for all overhead, interest and profit, for all additional costs e.g. supervision and tools, and for all impacts of the change on all elements of the Work whether or not changed.

6.5 Payment and Performance Bonds.

a. Bonding Requirements. Design/Builder shall maintain and furnish, upon award of this Contract and at all times during performance of the Work, Performance Bonds and Payment Bonds, in the forms attached as Exhibits D.1, issued by a surety company meeting the requirements set forth below in the penal sum equal to the Total Contract Value as a guarantee of the full and faithful performance of the Services in accordance with the terms and provisions of this Contract, of the discharge of all debts of the Design/Builder to its employees, Subconsultants, Subcontractors and Suppliers and in compliance with Applicable Law and Appendix B. All bonds shall be issued in a form and by a surety acceptable to CITY and contain the surety’s waiver of notice of all contract changes made pursuant to this Contract. The Design/Builder and its surety agree that the penal sum of the bonds will be adjusted in the event of a Change in order that the penal sums of the bonds is always equal to the Total Contract Value. The bonds shall be subject to the approval of CITY and shall be in a form satisfactory to CITY. Design/Builder shall provide CITY with evidence of the bonds if and whenever requested by CITY. The bonds shall be submitted and will be dated by CITY upon execution of the Contract and prior to commencement of any Consultation Work.

b. Surety Requirement. Bonds shall be executed by a corporate surety satisfactory to CITY and meet the following minimum financial security requirements: (i) surety shall have a current Best’s rating of not less than A-, and current Best’s financial size category of not less than Class IX; (ii) surety shall be authorized by the Georgia Insurance Commissioner pursuant to a valid and current Certificate of Authority to conduct and transact surety business in the State of Georgia; and (iii) surety shall be a U.S. Treasury Circular 570 listed company. The surety shall appoint an agent for service in Atlanta, Georgia, upon whom all notices shall be served. The person executing the bonds on behalf of the surety shall file with the bonds a general power of attorney unlimited as to amount and type of bonds covered by such power of attorney, and certified to by an official of the surety.


c. Changes in Bonds. In the event the Total Contract Value is changed, Design/Builder shall, within ten (10) days, deliver to CITY an amendment or rider to the bonds increasing the final amounts of the bonds to reflect the changed Total Contract Value or new bonds shall be furnished in the final amount of the new Total Contract Value. These bonds shall remain in effect through the period of performance, including the period of warranty, and as required under Georgia law.

d. Limitation on Effect of Bonds. The requirements contained in this Contract as to forms and limits of the required bonds, as well as CITY’s approval of bond coverage to be maintained by Design/Builder, are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Design/Builder under this Contract.

6.6 Delays and Extensions of Time.

a. Extension of Time For Performing. If Design/Builder is delayed in the commencement or progress of the Services wholly or primarily because of a Force Majeure Event or by other causes that CITY in its sole discretion may determine justify an extension of time, then Design/Builder’s deadline for performing the specifically affected Work shall be extended for such reasonable time as CITY may determine, but only: (i) if and to the extent such event or circumstance is beyond the reasonable control of Design/Builder; (ii) if and to the extent Design/Builder shall have taken all reasonable precautions to prevent delays associated with any such event or circumstance if the possibility of such event or circumstance was actually known or under the circumstances reasonably should have been known in advance to Design/Builder; (iii) if and to the extent such event or circumstance is not caused by Design/Builder’s or Design/Builder’s agents’, materialmen’s, Qualified Subconsultants’, Subcontractors’ or employees’ acts or omissions; (iv) if and to the extent Design/Builder shall have taken all reasonable actions to mitigate the delays resulting from such event or circumstance; (v) if and to the extent that such event caused an actual delay to the Critical Path of the Project; and (vi) if Design/Builder strictly complied with the requirements this Section.

b. Notice of Force Majeure. If Design/Builder is justifiably (as set forth above) delayed in performing because of a Force Majeure Event, Design/Builder shall, as soon as practicable and to the extent reasonably possible within twenty-four (24) hours after its awareness of the likely effects of the Force Majeure Event, provide to CITY written notice of the Force Majeure Event and shall, within seven (7) days or within a mutually agreed time period after the Force Majeure Event has ended, provide to CITY a written description of the impact caused on the performance of the Work by the Force Majeure Event, its steps for avoiding Material Adverse Effects from the Force Majeure Event, its actions to mitigate Material Adverse Effects caused by the Force Majeure Event and its steps for brining Design/Builder back into compliance with the requirements of this Contract.

c. EXCLUSIVE REMEDY. THE DESIGN/BUILDER’S EXCLUSIVE REMEDY FOR DELAYS IN PERFORMANCE OF THE WORK CAUSED BY EVENTS BEYOND ITS CONTROL, INCLUDING DELAYS CLAIMED TO BE CAUSED BY OR ATTRIBUTABLE TO THE OWNER OR TO A FORCE MAJEURE EVENT OR ANY OTHER CAUSE, INCLUDING CLAIMS BASED ON BREACH OF CONTRACT OR NEGLIGENCE, SHALL BE A REASONABLE EXTENSION TO THE CONTRACT TIME FOR THE AMOUNT OF CRITICAL PATH DELAY THAT COULD NOT BE REASONABLY MITIGATED,


PROVIDED A NOTICE OF CLAIM IS PROVIDED TO OWNER IN ACCORDANCE WITH THE CONTRACT REQUIREMENTS. UNDER NO CIRCUMSTANCES SHALL DESIGN/BUILDER BE ENTITLED TO MONETARY DAMAGES FOR DELAYS. NO DAMAGE FOR DELAY. DESIGN/BUILDER AGREES THAT NO MONETARY RECOVERY MAY BE CLAIMED OR OBTAINED BY DESIGN/BUILDER IN THE EVENT OF A DELAY CAUSED BY FORCE MAJEURE EVENTS OR OWNER CAUSED DELAYS OR FOR ANY OTHER REASON.

6.7 Liquidated Damages.

a. Design/Builder and CITY recognize that time is of the essence in this Contract and that CITY will suffer financial loss if the Work is not Substantially Completed by the Scheduled Completion Date, as the same may be extended in accordance with the provisions of this Contract. CITY and Design/Builder also recognize the delays, expense and difficulties involved in proving, in court proceedings, or otherwise, the actual loss suffered by CITY and the Airport if the Work is not Substantially Completed by such date.

b. If Design/Builder at any time believes that it is likely to miss a Deadline or Milestone, Design/Builder shall promptly notify CITY of the likely delay and the likely extent of the delay and shall make diligent efforts to avoid or minimize the delay or any Material Adverse Effects resulting from the delay. If a Deliverable or Work is not performed to completion in accordance with all of the requirements of this Contract prior to any applicable Deadline, Design/Builder shall pay to CITY as liquidated damages an amount equal to the amount specified in Exhibit K for each Calendar Day during which Design/Builder has failed to timely meet such Deadline, Milestone or Specification.

c. The Parties further agree that the liquidated damages provided herein shall be the sole and exclusive remedy for the unexcused failure of the Design/Builder to meet any Deadlines or Milestones, provided that the failure did not result in a For Cause Termination of this Contract. The exclusivity of liquidated damages for CITY damages from delay in no way limits CITY’s legal and contractual rights for all other types of damages that may arise under this Contract

d. All limitations of time set forth herein are material and time is of the essence of the Contract.

ARTICLE 7

SUBCONTRATORS/SUBCONSULTANTS

7.1 The Design/Builder shall prepare a Proposed Procurement Plan, in accordance with the Applicable Law, for approval by Owner prior to award of any Subcontract. The Procurement Plan once approved by Owner will be the Approved Procurement Plan which will control the policies and procedures for soliciting and awarding Subcontracts and Purchase Orders. Design/Builder must issue solicitations for Trade Packages for procurement of all Work, including long lead items, materials, and other required services.


7.2 Essential Subcontractors/Subconsultants.

The following designated Subcontractors and/or Subconsultants, submitted during the proposal process on “Form 10, Essential Subcontractor Qualification Statement” of Part IV “Required Submittal Forms,” are deemed to be essential by the CITY to the execution of this Contract. These Essential Subcontractors and/or Subconsultants may not be removed or substituted by the Design/Builder without proper written notice with justification and approval by the CITY.

Company Names Scope of Subcontracted Services

7.3 Solicitations. a. The Design/Builder shall request and receive bids and proposals from Subcontractors

and Suppliers. The Design/Builder will provide the Owner’s Representative with a copy of all bids and proposals received for approval, which approval or rejection will be provided within five (5) business days. The Design/Builder will award those Subcontracts after it has reviewed each proposal and is satisfied that it has selected the best Subcontractor who is qualified to perform the Work. The Design/Builder shall analyze all bids and provide an award recommendation to the Owner’s Representative. The Owner’s Representative will review the award recommendation and object to the award, if at all, within five (5) business days of receipt of the award recommendation. If the Owner’s Representative fails to object within five (5) business days, the Design/Builder is permitted to award the Subcontract to the entity it recommended and to enter into a pre-approved Subcontract. The Design/Builder will require each Subcontractor and Subconsultant to comply with all of Owner’s EBO requirements and to provide such proof to the Owner’s Representative.

b. The Design/Builder shall establish a pre-qualification procedure for appropriate and necessary Trade Packages. The Design/Builder shall pre-qualify not less than three (3) Subcontractors per Trade Package.

c. Within forty-five (45) days prior to a request for the issuance of a Construction Authorization, the Design/Builder shall submit a written “Prospective Subcontractors Report” setting out its recommendations and information as to prospective Subcontractors for the Project, the CGMP and GMP, respectively.

d. The Design/Builder shall carry out an active program of stimulating interest of qualified Subcontractors in bidding on the Work and of familiarizing them with the Subcontract’s requirements.


7.4 Required Subcontractors' Qualifications and Subcontract Conditions.

a. Subcontractual Relations - By an appropriate written agreement, the Design/Builder shall require each Subcontractor and Subconsultant, to the extent of the Work to be performed by the Subcontractor and/or Subconsultant, to be bound to the Design/Builder by the terms of the Contract Documents, and to assume toward the Design/Builder all the obligations and responsibilities which the Design/Builder by Contract Documents assumes toward the Owner. All Subcontracts shall preserve and protect the rights of the Owner under the Contract Documents with respect to the Work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights. Where appropriate, the Design/Builder shall require each Subcontractor and Subconsultant to enter into similar agreements with its Sub-Subcontractor and Sub-Subconsultant.

b. The Design/Builder shall make available to each proposed Subcontractor and Subconsultant, prior to the execution of the Subcontract, copies of the Contract Documents to which the Subcontractor and Subconsultant will be bound and identify to the Subcontractor any terms and conditions of the proposed Subcontract which may be at variance with the Contract Documents. Each Subcontractor and Subconsultant shall similarly make copies of such documents available to its Sub-Subcontractors and Sub-Subconsultants.

c. Subcontract Requirements

i. The Design/Builder may require Subcontractors to provide a performance bond and labor and material payment bond (or use of an alternate insurance in lieu of bonding such as Subguard), each in the amount payable under the Subcontract, from a surety company authorized to do business in the State of Georgia. Should the Design/Builder choose to require such payment and performance bonds from the Subcontractors the Design/Builder will insure that the Owner is named as a dual oblige on the bonds. The Design/Builder may utilize Subguard or another form of insurance for any Subcontractor in lieu of Subcontractor’s bonds. If the Design/Builder wishes to award subcontracts to Subcontractors unable to supply this bonding, it may do so.

ii. On all Subcontracts where the bid exceeds $500,000.00, each Subcontractor must submit a completed experience questionnaire and financial statement on a form supplied by Design/Builder. The Subcontractor’s financial condition must demonstrate that adequate fixed and liquid assets and equipment are available to properly perform the Subcontract.

iii. Workforce - The Subcontractor must agree to perform no less than thirty (30%) of the Subcontract Work utilizing its own employees, unless waived in writing by the Owner.

iv. Subcontractor Experience - The Subcontractor must have successfully completed no less than two (2) projects of similar size and complexity within the last five (5) years.

v. Supervision - The Subcontractor must agree to provide field (on-site) supervision through a named superintendent for each trade (general concrete forming and placement, masonry, mechanical, plumbing, electrical, and roofing) included in the Subcontract. In addition, the Subcontractor shall assign and name a qualified employee


for supervising its Work. The Subcontractor’s supervisory employees (including field superintendent, foreman, and schedulers at all levels) must have been employed in a supervisory (leadership) capacity of substantially equivalent level on a similar subcontract for at least two (2) years within the last five (5) years. The Subcontractor shall include a resume of experience for each employee identified by it to supervise and schedule its Work.

(1) All Subcontracts shall provide:

(A). A provision limiting the subcontractors and/or subconsultants remedies for delays that includes the following:

(i) Subcontractor's exclusive remedy for delays in the performance of its Work caused by events beyond its control, including delays claimed to be caused by or attributable to the Owner, the Owner’s Representative, the Construction Manager, the Design/Builder or Design Consultant, including claims based on breach of contract or negligence, shall be an extension of contract time and costs equal to Subcontractor’s actual increased cost of its field labor and equipment due to the delay. The Subcontractor shall not be entitled to recover any home office overhead or consequential damages. The Subcontract shall require the Subcontractor to expressly agree that the foregoing shall constitute the sole and exclusive remedies for delays and changes in the Work, and eliminate any other remedies for any claim for an increase in the Subcontract Amount, damages, losses, or additional compensation.

(B). In the event of a change in the Work, the Subcontractor's and Subconsultant’s claim for adjustments in the Subcontract Amount are limited exclusively to actual costs for such changes plus no more than fifteen percent (15%) for overhead, profit and bond costs. Such markup shall include the markup at every contracting level.

(C). Each Subcontract shall require that any Subcontractor claims for delay or additional cost must be submitted to Design/Builder within the time and in the manner in which the Design/Builder must submit such claims to the Owner, and that failure to comply with the conditions for giving notice and submitting such claims shall result in their waiver.

(D). Each Subcontract must include a waiver of consequential damages substantially similar to the waiver of consequential damages included in this Agreement.

(E) The Subcontractor and Subconsultant shall exert every reasonable and diligent effort to assure that all labor employed by it and its sub-subcontractors for the Work on the Project shall work in harmony with and be compatible with all other labor being used by other Design/Builders and Subcontractors now or hereafter on the site of the Project


7.5 Responsibilities for Acts and Omissions - The Design/Builder shall be responsible to the Owner for the acts and omissions of its employees, agents, Suppliers and Subcontractors and Subconsultants and their agents and employees, and all other persons performing any of the Work or supplying materials under a contract to the Design/Builder.

7.6 Subcontracts to be provided - The Design/Builder shall provide a copy of each Subcontract to the Owner once it is fully executed.

ARTICLE 8

CITY’S PAYMENT OBLIGATIONS

8.1 Applications for Payment.

a. Application Procedures. The Design/Builder will meet monthly with the Engineer or designated representative and submit a completed progress report and Pay Application. The Design/Builder will certify each month the Total Contract Value, including all executed amendments, modifications and change orders, the amount paid by the CITY to date, the amount requested in the current Pay Application and the remaining balance of the Total Contract Value. The Design/Builder will certify that all Subconsultants, Subcontractors and Suppliers have been paid in accordance with their Subcontracts and purchase orders from previous payments received from the CITY. The Design/Builder will submit certified payrolls of those performing Work. The Design/Builder will submit an Interim Waiver of Liens and Claims in a form approved by the CITY. Strict compliance with all the requirements of this Section is a condition precedent to the CITY processing Design/Builder's Pay Applications. The CITY will not process a Pay Application if the Design/Builder has failed to submit all Schedule updates as required in the Contract Documents.

b. Payment Periods. Progress payments will be made monthly for Work completed and, if permitted by the Contract and at the discretion of the CITY, for materials delivered and properly stored during the month.

c. Retainage. The CITY has the right to retain ten percent (10%) of the amount of all progress payments until Substantial Completion of the Work, whether or not the CITY has occupied any or all of the Work. The CITY may, in its sole discretion after fifty percent (50%) of the Work has been completed and satisfactory progress is being made reduce the retained amount to stop taking any additional retainage from any future progress payments. The CITY may, in its sole discretion, revoke its previous decision and retain ten percent (10%) of the amount of any future progress payment. The Design/Builder is not entitled to any reduction in retainage and any reduction in retainage or further withholdings are at the sole discretion of the CITY. At the sole discretion of the CITY and with the approval of the Surety and the Design/Builder, the retainage related to work of a Subconsultant or Subcontractor may be released separately as the Subconsultant or Subcontractor satisfactorily completes its work.

8.2 Invoicing and Payment.

a. Submittal of Invoices. Design/Builder shall prepare the invoice from the 26th of the month to the 25th of the following month. The invoice must be submitted to the CITY on


the 5th day of the next month. Design/Builder shall meet with the CITY five (5) days prior to submission of the invoice request to verify the quantity of work in place for progress payment. The Design/Builder shall provide the necessary schedule and cost reports for review and agreement of invoiced quantities. Invoices must be submitted in the CITY’s Online Invoicing System (OLIS).

b. Retainage. Within thirty (30) calendar days after receipt of a correct invoice, CITY will pay Design/Builder ninety percent (90%) of the approved invoice amount. When fifty (50%) percent of the Total Contract Value, including Change Orders and other additions to the Contract value provided for by the Contract Documents is due and the manner of completion of the Work and its progress are reasonably satisfactory to the CITY, the CITY may decide to not withhold any more retainage. At the discretion of the CITY and with the approval of the Design/Builder, the retainage of each Subcontractor may be released separately as the Subcontractor completes his Work. At the CITY’s sole discretion and approval of the Surety, CITY may reduce previously retained amounts upon satisfactory completion of remaining Work. If, after discontinuing the retention, the CITY determines that the Work is unsatisfactory or has fallen behind schedule, retention may be resumed at the previous level. If retention is resumed by the CITY, the Design/Builder and Subcontractors shall be entitled to resume withholding retainage accordingly. At Substantial Completion of the Work, as provided for by this Contract, if the CITY determines the Work to be reasonably satisfactory, the CITY shall within thirty (30) days after invoice and other appropriate documentation is received, pay the retainage to the Design/Builder. If at that time there are any remaining incomplete items, an amount equal to two hundred percent (200%) of the value of each item as determined by the CITY shall be withheld until such item or items are complete. The retainage shall be shared by the Design/Builder and Subcontractors as their interest may appear.

c. Releases of all Claims. CITY may, as a condition precedent to any payment, require Design/Builder to submit for itself, its Subcontractors, immediate and remote, and all material suppliers, vendors, laborers and other parties acting through or under it, complete waivers and releases of all claims against CITY arising under or by virtue of this Contract. Upon request, Design/Builder shall in addition furnish acceptable evidence that all such claims have been satisfied.

d. Amounts Withheld. Any amounts otherwise payable under this Contract may be withheld, in whole or in part, if:

(i) Any claims are filed against Design/Builder by CITY or third parties arising out of performance of this Contract;

(ii) Design/Builder is in material default of any Contract condition including, but not limited to, the schedule, quality assurance and health and safety requirements;

(iii) Design/Builder has not submitted:

(A) Schedules as required in the Contract,

(B) Proper insurance certificates, or not provided proper coverage or proof thereof, and


(C) Required Performance and Payment Bonds or CITY approved equivalent securities.

(D) Supporting documentation required for processing the Payment Application.

(iv) Adjustments are due from previous overpayment or audit result; or

(v) Offsets in favor of CITY in other transactions are asserted.

e. Release of Withholdings. CITY will release and pay such withheld amounts if Design/Builder:

(i) Pays, satisfies or discharges any claim of CITY, or third parties against Design/Builder; or

(ii) Cures all defaults in the performance of this Contract.

f. Claims against Design/Builder. If claims filed against Design/Builder connected with performance under this Contract, for which CITY may be held liable if unpaid (e.g. unpaid withholding and back taxes), are not promptly removed by Design/Builder after receipt of written notice from CITY to do so, CITY may remove such claims and deduct all costs in connection with such removal from withheld payments or other monies due, or which may become due, to Design/Builder. If the amount of such withheld payment or other monies due Design/Builder under this Contract is insufficient to meet such costs, or if any claim against Design/Builder is discharged by CITY after final payment is made, Design/Builder and its Surety or sureties, if any, shall promptly pay CITY all costs incurred thereby regardless of when such claim arose, or whether such claim imposed a lien upon the Project or the real property upon which the Project is situated.

g. Payment of Final Invoice. CITY shall, within thirty (30) calendar days following Final Acceptance of the Work as a whole and after submittal of a final invoice, pay to Design/Builder the amount then remaining due, provided that, Design/Builder shall have furnished CITY for itself, its Subcontractors, immediate and remote, and all material suppliers, vendors, laborers and other parties acting through or under it, waivers and releases of all claims against CITY arising under or by virtue of this Contract, except such claims, if any, as may with the consent of CITY be specifically excepted by Design/Builder from the operation of the release in stated amounts to be set forth therein.

h. Final Release of Retainage. Final retainage shall be released upon satisfactory completion of the Work as a whole provided Performance/Payment Bonds and approval of Surety are in place and provided a release of liens and claims has been given and provided that Design/Builder has furnished the CITY a sworn affidavit that all bills are paid and no suits are pending in connection with the Work done or in connection with equipment furnished and utilized and/or labor and materials furnished under this Contract.

i. Payment Does Not Constitute Acceptance. No payments of invoices or portions thereof shall at any time constitute approval or acceptance of any Work under this Contract, nor be considered a waiver by CITY of any of the terms of this Contract;


however, title to all equipment and materials which has been vested in CITY shall not be part of Design/Builder’s property or estate, unless otherwise specified by applicable law, in the event Design/Builder is adjudged bankrupt or makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of Design/Builder’s insolvency, or if all or any portion of this Contract is terminated.

8.3 Progress Payments.

a. Payments to Design/Builder. The CITY will make payments within thirty (30) calendar days after the date that the Engineer issues the Certificate for Payment.

b. Pay When Paid. The Design/Builder must promptly pay the proper amount to each Subconsultant, Subcontractor, Supplier and vendor performing labor or furnishing material for the Work, upon receipt of payment from the CITY, out of the amount paid to the Design/Builder on account of each Subconsultant’s and Subcontractor’s Work or Supplier's material or equipment. The Design/Builder will, by Subcontract, require each Subconsultant to make payments to its Sub-Subconsultants and suppliers in similar manner.

c. Payment Information. Notwithstanding any provision in this Contract to the contrary, Engineer may, at its sole discretion, upon the request from any Subconsultant, Subcontractor or Supplier, furnish information regarding the percentages of completion or the amounts applied for by the Design/Builder and the amounts paid by the CITY for Work performed by the Subconsultant, Subcontractor or Supplier. The CITY has the right to request payment information directly from Subconsultants, Subcontractors and Suppliers.

d. Payment to Subconsultants. The CITY is not required to pay any monies to any Subconsultant, Subcontractor, or Supplier. The CITY has the right, but no obligation, to make payments directly to any person supplying labor, materials or equipment for the Work, or make joint payment to any such person and the Design/Builder. The CITY will credit any amounts paid against the Total Contract Value. The Design/Builder will cooperate with the CITY to facilitate any direct or joint payment and will promptly provide any required information to determine the proper amount of the direct or joint payment.

e. No Acceptance of Nonconforming Work. No Certificate for Payment, or any progress payment, or any partial or entire use or occupancy of the Project by the CITY, constitutes acceptance of any Work not in accordance with the Contract Documents.

f. Liens. The Design/Builder agrees to keep the Work, the Job Site, the Project and the CITY’s property free and clear of all liens related to labor and materials furnished in connection with the Work. The Payment Bond is intended to secure payment for labor and materials furnished in connection with the Work and the CITY’s public property is not subject to liens.

g. Prevention of Liens and Encumbrances. Design/Builder shall take all actions within its control, including, without limitation, the execution, acknowledgement, delivery and filing of such waivers, releases and other documents, to prevent any mechanics' or materialmen's liens or any other liens or encumbrances from being filed on or in


connection with any real property or improvements owned or leased by CITY as a result of or in connection with Design/Builder’s performance or any other act or omission of Design/Builder or any Subconsultant. If any such lien or encumbrance is filed in connection with or placed on such property or improvements and if Design/Builder does not cause the lien or encumbrance to be fully and effectively released and discharged, or does not cause the lien or encumbrance to be bonded over in a manner acceptable to CITY, CITY shall be entitled, without prejudice to any other rights or remedies available to it, to pay directly to the holder of the lien or encumbrance all sums necessary to obtain the immediate release and discharge and to credit all sums it pays against any amount due or to become due to Design/Builder under or in connection with this Contract. All monies paid to Design/Builder for the Services are trust funds and Design/Builder shall hold those funds in trust for the payment of all Materials and labor used in connection with the Services before using any part of them for any other purpose. With each pay application, Design/Builder will submit executed lien releases.

h. Amounts Withheld.

(i) The Engineer may decline to approve payment and may withhold its approval in whole or in part, to the extent reasonably necessary to protect the CITY. If the Engineer is unable to approve payment in the amount of the Application, it will notify the Design/Builder. If the Design/Builder and the Engineer cannot agree on a revised amount, the Engineer will promptly issue a Certificate for Payment for the amount that the Engineer approves. The Engineer may also decline to certify payment because of subsequently discovered evidence or subsequent observations, and may nullify the whole or any part of any Certificate for Payment previously issued to the extent necessary to protect the CITY from loss, because of:

(A) Defective work not remedied;

(B) Third party claims filed, whether in court, in arbitration or otherwise, or reasonable evidence indicating probable filing of such claims;

(C) Failure of the Design/Builder to make payments properly to Subconsultants, Subcontractors or Suppliers for labor, material and equipment,

(D) Reasonable evidence that the Work cannot be completed for the unpaid balance of the Total Contract Value;

(E) Damage to the CITY, the Engineer, a separate contractor or utility owner caused by the Design/Builder or someone working for or on behalf of the Design/Builder;

(F) Reasonable evidence that the Work will not be completed within the required Milestones established in the Contract. In the event Design/Builder is more than fourteen (14) days behind the updated Approved Construction Schedule for the Work, the CITY has the right to withhold all further progress payments until Design/Builder provides a Recovery Schedule or Schedule Revision, in full compliance with the requirements of the Contract,


demonstrating that the Work, or designated portions, will be completed within the Milestone Dates;

(G) Failure or refusal of the Design/Builder to carry out the Work in accordance with or to strictly comply with the Contract;

(H) Liens filed or reasonable evidence that a lien may be filed for any portion of the Work;

(I) Failure or refusal of the Design/Builder to properly schedule and coordinate the Work, to provide progress schedules, reports and updates, or to otherwise strictly comply with all Scheduling and Reporting requirements in the Contract; or

(J) Failure to submit required documents, data or submittals within the time periods specified in the Contract.

i. Waiver of Applicability of Prompt Pay Act. Design/Builder specifically waives the application to this Contract of Georgia Code Annotated Sections 13-11-1, 13-11-4, 13-11-7 and 13-11-8.

j. Partial Utilization and Occupancy by CITY. The CITY has the right, at its option and convenience, to take partial utilization of all or any part of the Work at any time prior to completion of the Work. The CITY will use its best efforts to prevent such partial utilization from interfering with the performance of the remaining Work. The CITY will be liable to the Design/Builder for reasonable additional costs actually incurred by the Design/Builder solely as a result of the partial utilization, unless the utilization was required because of the Design/Builder's failure to complete the Work or any portion in accordance with the Milestone Dates. Partial utilization by the CITY will not constitute acceptance of the Work and will not relieve the Design/Builder of its warranty obligations, including correcting defective Work and repairing the Work as required by the Contract.

k. Substantial Completion of the Work. Substantial Completion means when the Work is sufficiently complete in accordance with the Contract Documents, so that the Owner can occupy or utilize the Work or designated portion thereof for the use for which it is intended. When the Design/Builder considers the Work or any independent portion of the Work under this Contract substantially complete and ready for acceptance, or when Engineer notifies Design/Builder in writing that some portion is to be provisionally accepted, Design/Builder shall notify Engineer in writing that the Work is materially complete and ready for inspection. Engineer or his designated representatives, with Design/Builder’s cooperation, will conduct such reviews, inspections and tests as may be reasonably required to satisfy Engineer that the Work, or identified portion of the Work, conforms to all requirements of this Contract. If all or any part of the Work covered by Design/Builder’s notice does not conform to Contract requirements, Engineer shall notify Design/Builder of such nonconformance and Design/Builder shall take corrective action and shall have the nonconforming work re-inspected until all Contract requirements are satisfied. Upon satisfaction of the Contract requirements, Engineer shall issue a written Certificate of Substantial Completion for individual


portions that have been satisfactorily inspected subject only to Engineer’s Final Acceptance of the Work as a whole.

The following provisions shall apply:

(i) Payment for Substantial Completion. Upon issuance of the Certificate of Substantial Completion and application for payment by the Design/Builder, the CITY shall make payment, reflecting adjustment in retainage, if any, for the Work as provided in the Contract. The CITY will withhold as retainage two hundred percent (200%) of the estimated value of the punch list, incomplete or defective Work and other outstanding items, such as outstanding liens or claims.

(ii) Completion of Punch List. Within sixty (60) days of receipt of the Certificate of Substantial Completion, the Design/Builder will complete all items on the punch list to the satisfaction of the Engineer. After sixty (60) days, the CITY may correct or complete any and all punch list items by utilizing its own forces or by hiring others. The cost of such correction of remaining punch list items will be deducted from the Final Payment.

(iii) Completion Not Acceptance. The issuance of the Certificate of Substantial Completion does not indicate the CITY’s acceptance of the Project and the Design/Builder is not relieved of any responsibility for the Work, except as specifically stated in the Certificate of Substantial Completion.

(iv) Notice of Final Punch List. The Engineer will inspect the Work to determine whether the Work is complete for acceptance of the Work and, if it is not complete, will provide the Design/Builder a written Notice of Final Punch List. The Design/Builder must expeditiously complete the Final Punch List Work and must re-request, in writing, that the Engineer perform a Final Completion inspection. The CITY reserves the right to add to the Final Punch List any item of nonconformance to the Contract requirements that may be discovered prior to or during inspections pursuant to the Final Completion inspection.

l. Acceptance of the Work. The following provisions shall apply:

(i) Request for Acceptance. Upon correction or completion of all items of Work, the Design/Builder will notify the Engineer that the Work is ready for Acceptance and request an inspection by the CITY and the Engineer for Acceptance of the Work.

(ii) Conditions for Acceptance. As a condition to the CITY’s Acceptance of the Work, the Design/Builder must submit to the Engineer:

(A) Applicable keying schedule and all keys.

(B) A written certification that:

(1) The Design/Builder has reviewed all of the requirements of the Contract;


(2) The Work has been inspected by the Design/Builder for compliance with all requirements of the Contract;

(3) The Work complies in all respects with the requirements of the Contract;

(4) All Equipment and Systems have been installed in accordance with the Contract and have been tested in accordance with Contract requirements and are operational;

(5) The Work is complete in all respects; and

(6) Any governmental certificates required by the Contract Documents or otherwise to evidence compliance of the Work with applicable laws, ordinances, rules, codes and regulations have been received.

(iii) Bond against Liens. If any Subconsultant, Subcontractor or Supplier refuses to furnish a release or waiver required by the CITY, the Design/Builder may furnish a bond satisfactory to the CITY to indemnify the CITY against any loss. The CITY may in its sole discretion withhold from the Final Payment any sum that the CITY has reason to believe is required to satisfy any lien, claim or threat of lien arising from the Work.

(iv) Delay of Acceptance. If Acceptance of the Work is materially delayed through no fault of the Design/Builder or by the issuance of Change Orders affecting Acceptance, the CITY may, upon application by the Design/Builder and certification by the Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted.

m. Final Completion of the Contract and Final Payment. The following provisions shall apply:

(i) Notice of Final Completion. Upon acceptance of the Work and receipt of all required documentation and of written Notice from Design/Builder that all Work of the Contract has achieved Final Completion, and upon receipt of a Final Application for Payment, the CITY and the Engineer will promptly make determination of Final Completion of the Contract. If the Work is acceptable under the Contract Documents and the Contract has fully performed, the CITY and the Engineer will issue a Certificate for Final Payment stating that to the best of their knowledge, information and belief, and on the basis of their observations and inspections, the Work has been completed in accordance with the terms and conditions of the Contract and that the entire balance of the Total Contract Value is due the Design/Builder. The Certificate for Final Payment will constitute a representation that all the conditions precedent to the Design/Builder’ entitlement to Final Payment as set forth in the Contract have been fulfilled. Payment will be made in full to the Design/Builder within thirty (30) days after the date of the Certificate for Final Payment provided that the requirements of this Section and all other requirements of the Contract have been fulfilled.


(ii) Conditions for Final Payment. Neither the Final Payment nor the retainage will be due until the Work is free and clear of any and all liens and claims of any nature by the Design/Builder or any other party arising from the performance of the Work and the Design/Builder submits to the Engineer:

(A) An affidavit that all Subconsultants, Subcontractors, Suppliers, vendors, payrolls, bills for Materials and Equipment, and other indebtedness connected with the Work for which the CITY or its property might in any way be responsible, are paid in full or satisfied;

(B) Consent of Surety to Final Payment;

(C) The required data to establish payment or satisfaction of all obligations, including receipts, releases and an executed Final Waiver of Liens and Claims by the Design/Builder in a form acceptable to the CITY; and

(D) The “As-Built” documents, operation and maintenance manuals, required certifications, and other Project close-out submittals required by the Contract;

(iii) Final Payment not Waiver of Claims. The making of Final Payment does not constitute a waiver of any claim by the CITY against the Design/Builder, including those arising from:

(A) Unsettled liens, and claims against the CITY or the Engineer, or their employees, agents, or representatives;

(B) Faulty defective or non-conforming Work discovered or appearing after Substantial or Final Completion;

(C) Failure of the Work to comply with the requirements of the Contract;

(D) Terms of any warranties contained in or required by the Contract;

(E) Damages incurred by the CITY resulting from performance of the Work by the Design/Builder, its Subconsultants, sub-Subconsultants, suppliers or any of their employees, agents or representatives; or

(F) Fraud or bad faith committed by the Design/Builder or any Subconsultant, Subcontractor, Supplier or vendor.

(iv) Acceptance of Final Payment. The acceptance of Final Payment by the Design/Builder constitutes a waiver of all claims by the Design/Builder, except those previously made in writing and in full compliance with all requirements of the Contract and specifically identified by the Design/Builder as unsettled in the Final Application for Payment.

8.4 Payment Representations. Design/Builder’s certification of an Application for Payment to CITY shall constitute Design/Builder’s representation based on Design/Builder’s determinations at the Site and review of the data comprising Design/Builders’ applications for payment that the Work has progressed to the point indicated and the quality of the Work is in accordance with


this Contract and the Construction Documents. The foregoing representations are subject to a further evaluation of the Work for conformance to the Construction Documents upon Substantial Completion, to minor deviations from the Construction Documents correctable prior to Final Completion and to specific qualifications expressed by Design/Builder in such certification. The issuance of an Application for Payment by Design/Builder shall further constitute a representation by Design/Builder that it is entitled to payment in the amount certified.

8.5 Stored Materials and Equipment. Payments will be made on account of materials or equipment not incorporated in the Work if delivered and suitably stored at the Site and itemized on the Application for Payment as stored materials. No payments will be made for Materials or Equipment stored at some other location unless agreed upon in writing by CITY. If so approved, payments for Materials or Equipment stored on or off the Site shall be conditioned upon submission by Design/Builder of bills of sale, inventories of stored materials, or such other procedures satisfactory to the CITY to establish CITY’s title to such Materials or Equipment and to protect CITY against the bankruptcy or insolvency of the supplier and of the operator of any off-site location and to otherwise protect CITY’s interest, including applicable insurance and transportation to the Site for those materials and equipment stored off the Site. Design/Builder shall be the importer of record with respect to any imported equipment.

8.6 Title to Work, Equipment & Materials. In connection with each Application for Payment, title to all completed Work, Equipment and Materials shall pass to the CITY upon payment, and Design/Builder shall prepare and execute all documents necessary, if any, to establish conclusively and perfect CITY’s title to such Materials and Equipment. Design/Builder warrants that upon submittal of an Application for Payment all Work for which Applications of Payment have been previously issued and payments received from the CITY shall be free and clear of liens, claims, security interests or encumbrances in favor of Design/Builder, any Design/Builders, material suppliers, or other persons or entities making a claim by reason of having provided labor, Materials and Equipment relating to the Work. Design/Builder shall be responsible for any Materials delivered by Design/Builder or its Subconsultants, Subcontractors or Suppliers intended to be incorporated into the Work delivered to the Site to which CITY has title. Design/Builder shall be responsible for care, custody and control of such material until it is incorporated into the Work. Design/Builder has no responsibility for the care, custody or control of any items furnished by CITY or a third party, unless accepted in writing prior to the delivery.

8.7 Lien Releases. Design/Builder shall require that concurrent with each Application for Payment, each Subconsultant, Subcontractor or Supplier execute and furnish waivers of liens and lien rights current through the last day of the period covered by such application and that Subconsultants, Subcontractors, Suppliers or other Persons requesting payment and not engaged directly by Design/Builder execute and furnish such waivers current through the last day of the period covered by the immediately preceding application for payment utilizing the statutorily required form.

8.8 Use of Payment Proceeds. Design/Builder shall promptly pay each Subconsultant, Subcontractor or Supplier, upon receipt of payment from or on behalf of CITY, out of the amount paid to Design/Builder on account of such Design/Builder’s portion of the Work, the amount to which said entity is entitled, reflecting percentages actually retained from payments to Design/Builder on account of such entity’s portion of the Work. Design/Builder shall, by appropriate Contract with each Subconsultant, require each Subconsultant to make payments to Sub-Subconsultants in similar manner. CITY shall have no obligation to pay or to see to the


payment of money to a Subconsultant except as may otherwise be required by law. Payment to Subcontractors and Suppliers shall be treated in a manner similar to that provided above for Subconsultant. A progress payment by CITY shall not constitute acceptance of Work not in accordance with the Construction Documents.

8.9 Equipment Purchase Orders. With the prior written approval of CITY, Design/Builder will arrange to purchase long lead time material in advance of the time for installation in construction as, in the reasonable judgment of Design/Builder, may be deemed advisable, and, if so approved, CITY shall pay for the amount of such advance purchase upon presentation by Design/Builder to CITY of the following: (a) an invoice or purchase order from the seller approved for payment by Design/Builder; (b) a good and sufficient bill of sale transferring title to said materials to CITY; (c) evidence satisfactory to CITY that such materials have been safety stored, insured and identified as being the property of CITY. Design/Builder will provide CITY at least seven (7) days advance written notice of any deposits or other amounts required to be paid prior to the next scheduled Application for Payment with respect to such long lead time equipment purchases.

8.10 Delayed Payments by Owner. If the Owner should fail to pay the Design/Builder within thirty (30) days after the receipt of a properly submitted payment request from the Design/Builder, then the Design/Builder, upon thirty days (30) additional days’ written notice to the Owner and the Owner’s Representative, may stop the Project until payment of the amount owing has been received. In the event of a Claim or Dispute as to any payment, the Design/Builder is required to proceed with all Work as required by the Owner’s Representative.

8.11 Payments to Subcontractors. The Design/Builder shall pay promptly, within five (5) business days after receipt of payment from the Owner, all amounts due Subcontractors less a retainage of ten percent (10%) of the amounts due under the Subcontract. Once the Subcontractor has completed fifty percent (50%) of its work under its Subcontract, and based on Design/Builder's evaluation of the Subcontractor's acceptable performance, the Owner may approve a reduction in the retainage that is withheld from future payments up to no additional retainage being withheld from future payments. Once the Subcontractor claims to have Substantially Completed its work, the Design/Builder and the Owner shall inspect the work and list those items required for completion. At that time and at the Owner’s discretion, after like payment has been received by the Design/Builder from the Owner, the Design/Builder may release the Retainage held for the Subcontractors work except for an amount equal to two hundred percent (200%) of the estimated cost of completing or correcting any unfinished or non-conforming items, provided that said unfinished or non-conforming items are listed separately and the estimated cost of completing any unfinished items likewise are listed separately. Thereafter, after like payment has been received by the Design/Builder from the Owner, the Design/Builder shall pay to the Subcontractors monthly the amount retained for each incomplete item after each of said items is completed. Before issuance of final payment to the Subcontractor without any retainage, the Subcontractor shall submit satisfactory evidence that all payrolls, material bills, and other indebtedness connected with the Project have been paid or otherwise satisfied, warranty information is complete, “As Built” markups have been submitted, and instructions for the Owner's operating and maintenance personnel is complete. Final Payment may be made to Subcontractors whose Work is satisfactorily completed prior to the Project’s or Component’s Final Completion, but only upon the Owner Representative’s approval. If the Owner elects to withhold retainage on Subcontractor’s whose work is completed prior to Substantial Completion of the Work, Owner shall be required to fund Change Orders compensating Subcontractors for their cost of funds per the applicable CGMP


8.12 Withholding Payments to Subcontractors or Subconsultants. The Design/Builder shall not withhold payments to Subcontractors or Subconsultants if such payments have been made to the Design/Builder. Should this occur for any reason, the Design/Builder shall immediately return such monies to the Owner, adjusting pay requests and Project bookkeeping as required.

ARTICLE 9

COMPONENT GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION AND GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION

9.1 Component GMP. The Owner reserves the right to specify portions of the Work as Components that may be priced separately at the Owner’s sole election, including but not limited to the four Components described in Exhibit A, Scope of Work. In such case and if so directed, the Design/Builder must submit for Owner’s approval the CGMP and any related schedule data for each Component, identify when the Design/Builder will provide solicitations for Trade Packages for the Component, when construction will begin for the Component, when the Component will be Substantially Complete and Finally Complete and when Owner Occupancy will occur.

If a CGMP is accepted by the Owner, the actual price paid by the Owner for the Work required for the Component shall be the actual incurred Cost of Work for the Component, including Subcontracts, direct labor costs, direct supervision costs, and direct job costs as allowed pursuant to the Contract, plus the Design/Builder’s Fee and General Conditions Costs pursuant to this Contract or the CGMP, whichever is less when the Component of Work is complete.

9.2 Contents of CGMP Proposal. When the Design/Builder submits a CGMP for approval in accordance with the Project Schedule, it shall obtain three (3) sets of signed, sealed, and dated Construction Documents, if applicable, or other documents upon which the CGMP is based, to be included in the CGMP proposal. The Design/Builder shall send one copy of its CGMP proposal to the Owner’s Representative and one copy to the Engineer. The Design/Builder shall maintain one copy of its CGMP proposal with the relevant Construction Documents. The Project Team will meet to review and analyze the CGMP proposal. If acceptable to the Owner, a Construction Authorization shall be signed by the Project Director, or his designee, and issued to the Design/Builder, acknowledging the acceptance of the CGMP proposal, including the CGMP amount, the CGMP Schedule, the Construction Documents, the Design/Builder’s budget and schedule Clarifications and Assumptions and other descriptive documents upon which the CGMP is based. Each CGMP proposal shall include the following Articles:

Article One: Summary of Work, including list of all Construction Documents.

Article Two: CGMP Price Summary with Line Items.

Article Three: Scope Clarifications and Assumptions.

Article Four: Procurement Plan.

Article Five: Safety Plan.

Article Six: Diversity Plan.

Article Seven: CGMP Construction Schedule.


Article Eight: Proposed Construction Authorization.

Each approved CGMP proposal shall be added to this Contract by Construction Authorization. Upon acceptance of a CGMP through the issuance of an executed Construction Authorization, the Design/Builders Scope Clarifications and Assumptions contained in the accepted CGMP proposal will govern over any inconsistent provision in the Contract Documents.

9.3 Cost in CGMP. The amount of the CGMP will only include those taxes which are legally enacted at the time the Construction Authorization is executed. The CGMP includes only costs required by the laws, ordinances, resolutions, regulations, or codes enacted at the time of execution of the Construction Authorization for each CGMP.

9.4 CGMP Schedule. At the time of submission of a CGMP, the Design/Builder will provide a Component schedule and an updated Project Schedule.

9.5 Self-Performed Work. If bids are not received for a portion of the Work at or below the applicable line item amount in the GMP or CGMP, the Design/Builder reserves the right to seek the Owner’s approval to self-perform that portion of the Work or negotiate for its performance for the specified line item lump sum amount or less. For purposes of this Contract, self-performance means Work performed by the Design/Builder, any constituent member of the Design/Builder or any subsidiary or related party to any constituent member of the Design/Builder. Design/Builder must self-perform all Work regarding tunneling, unless otherwise approved and authorized in writing by Engineer.

9.6 Rejection of the CGMP. If Owner rejects the CGMP proposal, the GMP proposal shall be deemed withdrawn and of no effect. In such event, Owner and Design/Builder shall meet and confer as to how the Component will proceed, with Owner having the following options:

(1) Owner may suggest modifications to the CGMP proposal or the Component design as reasonably required to accommodate the Construction Budget, and the Design/Builder shall submit a revised CGMP proposal based upon the new scope of Work and the approval process will recommence; or

(2) Owner may remove the Component from the Work and construct the Component using another Design/Builder or general contractor. In such case, the General Conditions Costs shall be appropriately adjusted.

9.7 Bonding Plan. If the Owner directs the establishment of a CGMP, the Design/Builder shall procure a Component bond, in the amount of one hundred percent (100%) of the CGMP authorization, which will be issued with execution of the applicable Construction Authorization, and will comply with Exhibit D.

ARTICLE 10

CONTRACT AMOUNT

10.1 Values of Construction Activities.

a. Preliminary Schedule of Values. Within fifteen days (15) of receipt of the Notice to Proceed for any Component, Design/Builder must submit a Preliminary Schedule of Values showing activities for the first ninety days (90) of the Project. The Preliminary


Schedule of Values will be used and updated until the Schedule of Values for the Contract Amount has been approved by the City.

b. Within forty-five (45) days of receipt of the Notice to Proceed for each CGMP, the Design/Builder must submit a Schedule of Values for the Work involved in that Component to the City for approval. The CITY’s designated Representative will provide the formatting requirements for the Schedule of Values. The Schedule of Values will be based upon and a further refinement of the Response and supported by any reasonably necessary information, including the Design/Builder’s purchasing and bid records, to substantiate its accuracy. The Design/Builder’s Schedule of Values must provide a fair and reasonable amount for each of the activities to reflect the accurate value for the activity without unreasonable mark-ups. The purpose of the Approved Schedule of Values is to create a basis for the review and approval of the Design/Builder's Applications for Payments. The approved Schedule of Values shall be incorporated into this Contract as Pay Items per Exhibit E.

ARTICLE 11

DESIGN/BUILDER’S FEE

11.1 In consideration of the performance of any of the Work, the Owner agrees to pay the

Design/Builder as compensation for its services, the amounts set forth in the Contract. 11.2 Pre-Construction Phase Services Cost - For all labor related costs for the performance of the

services set forth under Pre-Construction Services. Actual payment shall be based on approved burdened hourly rates and authorized time period. If this Agreement is terminated for any reason, the material or supplies purchased for the Project shall be given to the Owner and all leases shall be assigned to the Owner at the Owner’s option. The Pre-Construction Phase Services shall be invoiced with appropriate documentation and paid monthly.

11.3 General Conditions Costs – The lump sum amount for Design/Builder’s General Condition Cost.

An agreed upon portion of the General Conditions Costs may be included in every CGMP or the entire amount of the General Conditions Costs may be included in the first CGMP, as agreed to by the parties. However, in no event, can the aggregate of the General Conditions Costs in the CGMPs ever exceed the General Conditions Costs. The General Conditions Costs is the payment to which the Design/Builder is entitled to receive for all Work, services, equipment and supplies provided by the Design/Builder during the Construction Phase, as set out in the Contract. Such lump sum General Condition Costs shall be due the Design/Builder regardless of Savings Amount, if any. If a portion of the General Conditions Costs is included in every CGMP, the amount of the General Conditions Cost paid each month pursuant to a CGMP shall be equal to the total amount of the General Conditions Cost included in the CGMP multiplied by the Cost of the Work incurred that month divided by the estimated Cost of the Work for the Component included in the CGMP. If all the General Conditions Costs are included in a single CGMP or GMP, the amount of the General Conditions Cost paid each month thereafter shall be equal to the total amount of the General Conditions Cost remaining to be paid at the time the CGMP or GMP is executed multiplied by the Cost of the Work to be paid for that month divided by the estimated Cost of the Work included in the GMP or the estimated Cost of the Work for the entire Project if all the General Condition Costs is included in one CGMP. In no case shall the total amount of the General Conditions Cost paid exceed the amount of the General Conditions Cost. The General


Conditions Costs payable shall be included in each Application for Payment submitted by the Design/Builder.

11.4 Adjustments in the General Conditions Costs - For changes in the Project, the General

Conditions Costs shall be adjusted as follows:

a. The General Conditions Costs shall be increased, subject to negotiation, if the Design/Builder is placed in charge of reconstruction of an insured or uninsured loss, excluding any condition that may have been caused from negligent acts by the Design/Builder.

b. Should the duration of the Work stipulated herein for Final Completion for any Component of the Work or for the Project be delayed or extended beyond the scheduled Final Completion Dates due to no fault of the Design/Builder, the Design/Builder acknowledges and agrees that its sole remedy for delay is a time extension, plus its actually incurred extended General Conditions Costs and any Cost of the Work directly and solely attributable to said delay. If the Final Completion Dates are modified to shorten the duration of the Project due to a reduction of scope or a change in phasing, the General Conditions Costs shall be decreased on a pro rata basis.

11.5 Design/Builder's Exclusive Remedy - In the event the Substantial or Final Completion dates

are extended, due to cause beyond the control of the Owner or Design/Builder, the Design/Builder's sole and exclusive remedy is an extension of the Completion Date(s) and payment of increased and extended General Conditions Costs as allowed above. Design/Builder shall not be entitled to any additional compensation for extended home office overhead or other costs not provided above or any consequential damages.

11.6 Costs and Expenses Included in General Conditions Costs - The following are included in the

General Conditions Costs for services during the Construction Phase of any Component of the Work:

a. Wages paid for labor and wages paid to Design/Builder’s management or supervisory personnel

in the direct employ of the Design/Builder in the performance of its Work under Agreement, including all fringe benefits required by law. To the extent the General Conditions Costs are modified due to changes, the adjustment shall include the actual wages paid plus benefits based upon an audited rate that shall in no event exceed the actual salary paid times a multiple of 1.45 to cover fringe benefits. Salaries or other compensation, including any bonus plan or incentives, of the Design/Builder's employees at its principal office and branch offices shall not be included, unless set forth in Exhibit H. The Design/Builder's personnel assigned during the Pre-Construction or Construction Phase, their duties, and responsibilities to this Project, and the duration of their assignments are shown on Exhibit H. Such personnel shall not be replaced without prior written consent of the Owner, which shall not be unreasonably withheld.

b. General operating expenses related to this Project of the Design/Builder's principal and branch

offices.

c. The costs of all data processing staff. Minor expenses at the site to be billed at cost such as telegrams, long distance telephone calls, telephone service, expressage, postage, and similar petty cash items in connection with the Project.

d. General operating expenses incurred in the management and supervision of the Project, except as expressly included in Article 9.


e. The costs to provide the facilities for the Owner, Architect-Engineer and Construction Manager

required by the Contract. 11.7 Design/Builder’s Fee - For overhead, profit, and general expenses of any kind, except as may be

expressly included in Article 9 for services provided during and related to the Construction Phase of any Component of the Project, the Design/Builder’s Fee shall be ______% of the sum of the Cost of the Work, the General Conditions Costs and the Pre-Construction Phase Services Cost. A portion of the Design/Builder’s Fee shall be included in each Application for Payment in an amount equal to ________% of the sum of the Cost of the Work, the General Conditions Costs and the Pre-Construction Phase Services Cost included in the Application for Payment pursuant to Article 12.

ARTICLE 12

COST OF THE WORK

12.1 Cost of the Work. Cost of the Work shall include the items set forth below in this Article. The Owner agrees to pay the Design/Builder for the cost of the Project as defined in Article 9.

12.2 Direct Cost Items.

a. Cost of all materials, supplies, and equipment incorporated in the Project, including costs of transportation and storage thereof.

b. Payments due to Subcontractors from the Design/Builder or made by the Design/Builder to Subcontractors for their Work performed pursuant to a Subcontract executed pursuant to this Contract.

c. Costs, including transportation, storage and maintenance of all materials, supplies, equipment, temporary facilities, and hand tools not owned by the workmen, which are employed or consumed in the Work’s performance, cost of such items used but not consumed which may be turned over to the Owner at the Project’s end, and cost less salvage value on such items used but not consumed which remain the Design/Builder’s property. For those items to be turned over to the Owner at the Project’s end, per the Contract shall apply.

d. Rental charges on all necessary machinery and equipment, exclusive of hand tools used at the Project site, whether rented from the Design/Builder or others, including installation, repairs, and replacements, dismantling, removal, costs of lubrication, transportation, and delivery costs thereof, which are used in the support of a Subcontractor’s Work, at rental charge consistent with those prevailing in the Owner of Atlanta. Design/Builder shall provide a rental fee schedule to the Owner as part of the GMP Submittal, pursuant to this Contract.

e. Premium costs for all insurance, bonds, permits and fees which the Design/Builder is required to procure or pay by this Contract specifically for the Project or for Subcontractors/Suppliers.

d. Sales, use, gross receipts, or similar taxes related to allowable direct costs of the Project imposed by any governmental authority, and for which the Design/Builder is liable. Owner

e. Costs for trash and debris control and removal from the site, and proper and legal disposal.


f. Cost incurred due to an emergency affecting the safety of persons and property.

g. Payments due to any independent testing agency retained to perform the quality control testing required by this Contract. However the Design/Builder’s supervision and coordination of the testing agency is included in the General Conditions Costs.

h. Reproduction costs used for Trade Packages to the extent that the reproduction services are not accomplished by the Design Consultants or information purposes required by the Project to directly benefit the Project.

i. Costs for watchman and security services for the Project.

j. Costs for efficient logistical control of the site, including horizontal and vertical transportation of materials and personnel and costs for adequate storage and parking.

k. If prior approval is obtained from the Owner, costs for any job site items not referenced herein not normally provided by the Subcontractors, which will be provided by the Design/Builder as required to complete the Work.

12.3 Non-Reimbursable Items. The following costs shall not be reimbursed to the Design/Builder and are not included in Cost of the Work:

a. Salaries and other compensation of the Design/Builder’s personnel stationed at the Design/Builder’s principal office or offices other than the site office, except as specifically provided in Article 9.

b. Expenses of the Design/Builder’s principal office and offices other than the site office.

c. Overhead and general expenses, except as may be expressly included in Article 8.

d. The Design/Builder’s capital expenses, including interest on the Design/Builder’s capital employed for the Work.

e. Rental costs of machinery and equipment, except as specifically provided in Article 9.

f. Costs due to the negligence or failure to fulfill a specific responsibility of the Design/Builder, Subcontractor and Suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable.

g. Any cost not specifically and expressly described in Article 9.

h. Costs, other than costs included in Change Orders approved by the Owner that would cause any CGMP or GMP to be exceeded.

i. Any late charges or penalties incurred by Design/Builder.

j. Legal costs incurred by the Design/Builder associated with the Design/Builder’s performance of Work under this Contract.


ARTICLE 13

REPRESENTATIONS, WARRANTIES AND COVENANTS

13.1 Design/Builder’s Representations, Warranties and Covenants. Design/Builder hereby represents and warrants to, and covenants with, CITY that:

a. Design/Builder is a ___________ corporation duly formed, validly existing and in good standing under the laws of the State of Georgia. Design/Builder has all requisite power and authority to enter into this Contract.

b. The execution, delivery and performance by Design/Builder of this Contract have been duly authorized by all necessary action and will not violate the charter documents of Design/Builder or result in the breach of or constitute a default under any material agreement to which Design/Builder is a party or by which Design/Builder or its material assets may be bound or affected;

c. This Contract has been duly executed and delivered by Design/Builder and this Contract and the documents referred to herein constitute valid, binding and enforceable obligations of Design/Builder.

d. CITY can rely on the accuracy and correctness of all information provided by Design/Builder pursuant to this Contract.

13.2 No Conflicts. This Contract is not prohibited by and does not conflict with any other agreements, instruments, judgments or decrees to which Design/Builder is a party or is otherwise subject.

13.3 Design/Builders Personnel Requirements.

a. Personnel. Design/Builder shall provide adequate staff for the performance of the services to be performed by Design/Builder pursuant to this Contract, as determined from time to time by Design/Builder in its reasonable discretion. Should Design/Builder desire to replace or add personnel to Design/Builder’s staff, the selection of such personnel shall be subject to the reasonable approval of CITY. Design/Builder shall select employees who are competent and who have been properly trained and have sufficient expertise to provide the services required under this Contract. In the event CITY deems any of the personnel to be incompetent, careless, or otherwise objectionable, it shall advise Design/Builder of same and Design/Builder shall either replace the individual or take whatever steps are necessary to remedy the situation to CITY’s satisfaction. Design/Builder shall be solely responsible for the payment of all wages, salaries, benefits, if any, and other amounts due to its personnel and shall be responsible for the payment of all federal, state and local employment taxes and all other obligations pertaining to the employment of the personnel, including but not limited to social security, income tax withholding, workers’ compensation, unemployment, and any applicable group insurance coverage.

b. Project Manager. Design/Builder has appointed and shall maintain, during the Term, a “Project Manager,” identified as ______________, who shall reside during Design/Builder’s performance of its Project-related obligations in the metropolitan Atlanta area, and who


shall: (i) be fully familiar with all aspects of the Work, the Services and the Deliverables; (ii) have full authority to make day-to-day decisions on behalf of and to bind Design/Builder during the progress of the Project and shall have full control of the Design/Builder’s personnel involved in provision of the Deliverables and Work; (iii) ensure Design/Builder’s compliance with it obligations under this Contract; (iv) maintain close cooperation with CITY; and (v) regularly be at and readily be able to come to the Jobsite during the Project or attend meetings with CITY. Design/Builder shall not voluntarily remove the Project Manager from his or her position with respect to the Project without CITY’s prior written approval, except in cases where Design/Builder reasonably and in good faith concludes that the Project Manager has failed to or is unwilling or unable to perform his or her Project-related duties in an effective manner.

c. Removal Right. CITY has the right to require the removal and replacement of any key manager of Design/Builder involved in the Project (including, without limitation, Design/Builder’s Project Manager or Lead Designer) if CITY determines in good faith that such individual is not properly managing part of the Project. CITY shall make any such request discretely and, only after proper consultation with Design/Builder and good faith efforts to resolve the problems with the Design/Builder. Design/Builder is responsible for any labor costs arising in connection with the replacement of any Project-related personnel.

d. Additional Project Management Related Duties. The Parties shall endeavor to keep one another fully appraised of any material developments, delays or problems associated with its Project-related obligations.

e. Quality of Project Personnel. Design/Builder shall employ or engage only competent and skilled personnel to perform its Project-related undertakings and shall remove from the Project any personnel determined by it or CITY to be unfit, unresponsive, inaccessible or to be acting in violation of any provision of this Contract or Applicable Law. Design/Builder is responsible for maintaining harmonious labor relations with all personnel involved in the Project. Design/Builder shall comply with and enforce project and Jobsite procedures, regulations, work rules and work hours established by CITY. Design/Builder shall inform CITY in advance of the identity of each and every individual involved in the Project on its behalf.

13.4 Licenses and Permits. Design/Builder shall obtain, maintain and enforce all licenses necessary for Design/Builder’s execution of the Work and the building permit and renewals thereof and shall cause to be paid all fees and taxes which may be due and owing from time to time to federal, state and municipal authorities incidental to the Work to be provided by Design/Builder under this Contract.

13.5 Permits. Design/Builder shall obtain, at its expense, all permits, licenses, certifications, clearances and approvals (“Permits”) desirable or necessary for the performance and completion of the Work in accordance with this Contract and Applicable Law.

a. For those Permits, if any, that are required to be obtained by the CITY, the Design/Builder shall provide all information, documents and/or designs necessary to obtain said Permit and to the level of quality and detail required to obtain approval from the permitting authority.


b. Permits could include, but are not limited to, CITY Bureau of Buildings, FAA 7460, Georgia Department of Transportation Encroachment, Georgia Department of Transportation Curb Cut, Georgia Environmental Protection Division Stream Buffer Variance, and US Army Corps of Engineers Pre-Construction Notification (404 Permit).

c. Design/Builder shall submit to CITY, before commencing the Services, evidence of all required Permits.

d. Design/Builder shall include a minimum of 60 days duration in the Project Schedule for review and approval by the permitting authority for each Permit required. Delays in the schedule caused by Design/Builder’s failure to timely and sufficiently meet the requirements of the Permitting Authority shall be the responsibility of the Design/Builder.

e. While the project site is physically located within the legal boundaries of the City of College Park, the Design/Builder should be aware that Intergovernmental Contracts between the CITY and College Park have designated the CITY as the local governing entity for the purposes of regulatory oversight of buildings, structures and improvements in, on and for the Airport. The CITY has exclusive authority, responsibility and jurisdiction over the issuance of all applicable property development, construction and occupancy permits, and the enforcement of all applicable development, construction, building, fire and occupancy codes and regulations, including zoning, permitting land uses, issuing property development permits and soil erosion and sediment control permits, inspecting the pre and post construction of properties and construction projects, and enforcing land disturbance, building, development, inspection and fire codes, and all similar matters relating to the municipal regulation of the development, construction and maintenance of real property.

13.6 CITY’s Representations, Warranties and Covenants. CITY hereby represents and warrants to, and covenants with, Design/Builder that:

a. CITY is a municipal corporation, validly existing and in good standing under the laws of the State of Georgia. CITY has a requisite power and authority to enter into this Contract.

b. The execution, delivery and performance by CITY of this Contract have been duly authorized by all necessary action of CITY.

c. This Contract has been duly executed and delivered by CITY and this Contract and the documents referred to herein constitute valid, binding and enforceable obligations of CITY.

ARTICLE 14

TERMINATION OR SUSPENSION FOR CONVENIENCE

14.1 Suspension or Termination by CITY for Convenience. CITY may, without cause, order Design/Builder in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as CITY may determine. In addition, CITY may at any time upon at least seven (7) days’ written notice terminate the employment of Design/Builder with respect to the Work. No


adjustment shall otherwise be made to the Total Contract Value due to any such suspension, delay, interruption, or termination, except for necessary, reasonable, verifiable costs actually incurred by Design/Builder in connection with the suspension of the Work and necessary and actually incurred costs incurred by Design/Builder in connection with the resumption of the Work, in the case of suspension. If CITY terminates this Contract for its convenience, CITY shall reimburse Design/Builder for any unpaid costs and expenses due it under this Contract, plus the unpaid portion of Design/Builder’s Fee earned on the portion of the Work completed prior to the date of termination, plus reasonable costs incurred as a result of the termination, provided any such payments shall not exceed any CGMP applicable to the Work terminated. CITY shall also pay to Design/Builder fair compensation either by purchase or rental at the election of CITY for any equipment retained. Design/Builder shall, as a condition of receiving the payments referred to in this Subparagraph, execute and deliver all such papers and take all such steps, including the legal assignment of its contractual rights as under such obligations or commitments, including, at CITY’s option, on a case by case basis, each Subcontract previously entered into by Design/Builder and approved by CITY. Design/Builder shall provide in all agreements that it enters, including but not limited to Subconsulting agreements, Subcontracts, Supply Agreements, and Rental Agreements, that the contracting party has consented to assignment of its agreement to the City in the event of a termination of the Contract with Design/Builder. In the event of a Termination for Convenience, Design/Builder waives any claims for damages, including loss of anticipated profits in lieu of the contractual remedies provided in this Contract. This Article expressly incorporates and is intended to be cumulative relief to the Off Ramp provisions set forth in Exhibit A Scope of Work.

ARTICLE 15

TERMINATION OR SUSPENSION FOR CAUSE

15.1 Termination for Cause by CITY. If a petition is filed by Design/Builder or against Design/Builder with its consent, under any federal or state law concerning bankruptcy, reorganization, insolvency or relief from creditors, or if such a petition is filed against Design/Builder without its consent and is not dismissed within sixty days or if Design/Builder is generally not paying its debts as they become due, or if Design/Builder becomes insolvent, of if Design/Builder consents to the appointment a receiver, trustee, liquidator, custodian or the like of Design/Builder or if a receiver, trustee, liquidator, custodian or the like is appointed with respect to Design/Builder or of all or any substantial portion of its assets, or if a receiver, trustee, liquidator, custodian or the like is appointed with respect to Design/Builder or takes possession, or if Design/Builder makes an assignment for the benefit of creditors, or if Design/Builder refuses or neglects to supply sufficient and properly skilled workmen or equipment or materials of the proper quality or quantity, or willfully or persistently fails to prosecute the Work or any separable portion thereof with promptness and diligence, or fails in the performance of any of the agreements on its part contained in the Construction Documents, or fails to make prompt payment to Subcontractors for materials or labor in accordance with the provisions of any Contract, or disregards, in any material respect, laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or it is reasonably determined that Design/Builder will be in delay against scheduled dates in the Project Schedule (as adjusted for Force Majeure Delays properly noticed by Design/Builder) by over seven (7) days, and Design/Builder fails to cure any such default (or to commence and diligently pursue such cure to completion based upon a recovery plan acceptable to CITY) within thirty (30) days after written notice to Design/Builder and the surety, if any, (provided that no notice need be given with respect to any of the bankruptcy or insolvency events listed above), CITY may, without prejudice


to any right or remedy, provide any such labor or equipment or materials and deduct the cost thereof from any money due or thereafter to become due Design/Builder under this Contract; and CITY may also terminate Design/Builder’s right to proceed with the Work or such part of the Work as to which such defaults have occurred. In the event of such termination, CITY may enter upon the Premises and, for the purpose of completing the Work, take possession of all materials, equipment, tools and appliances thereon belonging to Design/Builder and may finish the Work utilizing reasonable methods CITY may deem expedient. If CITY shall give Design/Builder such notice or if CITY shall terminate this Contract pursuant to any right contained in the Construction Documents other than for its convenience, Design/Builder shall not incur any further costs or expenses and shall not be entitled to receive any further payment, if any may be claimed by Design/Builder, until the Work is complete. If the unpaid balance of the Total Contract Value exceeds CITY’s expense of finishing the Work, including, without limitation, compensation for additional managerial and administrative services, including compensation for the Design Consultant’s additional services made necessary thereby, an amount of such excess shall be paid to Design/Builder upon demand therefore with such amount being equal to any unpaid amounts due it under the Contract, plus the unpaid portion of Design/Builder’s Fee earned to the date of termination, provided any such payments shall not cause the Total Contract Value to be exceeded. If such expense, compensation, costs and damages exceed the unpaid balance, Design/Builder and its Sureties, if any, shall be liable for and shall pay the difference to CITY. The obligation to make payment of the amount to be paid to Design/Builder or CITY, as the case may be, shall survive the termination of this Contract. Failure of CITY to exercise any of the rights given it under this Paragraph shall not excuse Design/Builder from compliance with the provisions of this Contract or prejudice any other rights or remedies of CITY or redress for damages or otherwise for any breach of this Contract by Design/Builder.

If CITY terminates this Contract For Cause on the grounds that a Design/Builder Default exists and it is subsequently determined that the Design/Builder Default does not exist, CITY’s termination shall be deemed to be converted into a Termination for Convenience effective upon the Design/Builder’s receipt of the CITY’s written notice of Termination For Cause, unless CITY, at its sole discretion, decides to withdraw the termination.

15.2 Financial Obligations of Design/Builder if CITY Terminates For Cause. Design/Builder shall indemnify CITY for any Loss incurred by CITY in replacing Design/Builder with another Design/Builder if CITY terminates this Contract For Cause, including, without limitation, the reasonable costs of preparing, negotiating and administering any contract awarded to a replacement Design/Builder and any higher fees CITY is required to pay to the replacement Design/Builder, assuming reasonable efforts on the part of CITY to obtain comparable replacement services and deliverables from another Design/Builder under economic terms that are similar to those set forth in this Contract. This indemnity is in addition to and not in lieu of any other remedies that might be available to CITY under Applicable Law or this Contract.

15.3 Design/Builder’s Procedures on Any Termination. Upon the effective date of any termination of this Contract, except as is otherwise instructed by CITY, Design/Builder shall: (i) promptly discontinue performing the Services or furnishing Deliverables or Work on the date and to the extent specified in the termination notice and place no further purchase orders or subcontracts to the extent that they relate to the performance of the terminated Services, Deliverables or Work obligations; (ii) inventory, maintain and turn over to CITY all data, designs, drawings, work products, licenses, equipment, materials, plant, tools, and property furnished by Design/Builder or provided by CITY for performance of the terminated Work or furnishing of the Deliverables; (iii) promptly vacate the Jobsite; (iv) promptly obtain cancellation, upon terms


satisfactory to CITY, of all purchase orders, subcontracts, rentals, or any other agreements existing for performance of the terminated Work or delivery of the Deliverables, or assign those agreements, as directed by CITY; (v) cooperate with CITY in the transfer to CITY or a replacement Design/Builder of data, designs, drawings, Specifications, licenses and information and disposition of work in progress so as to mitigate damages; (vi) comply with all other reasonable requests from CITY regarding the terminated Work or Deliverable obligations; and (vii) continue to perform any remaining obligations under this Contract or any portions of the Services that are not terminated or Deliverable obligations that are not suspended or cancelled.

ARTICLE 16

INSURANCE AND BONDING

16.1 Owner’s Controlled Insurance Program. The Design/Builder and the Subcontractors, and their sub-subcontractors of any tier (excluding Suppliers), shall be “Named Insureds” under the Owner’s Controlled Insurance Program (“OCIP”) upon compliance with the OCIP’s requirements. The OCIP is attached hereto as Exhibit D and incorporated herein by reference. The Design/Builder, Subcontractors and sub-subcontractors shall cooperate fully with the Owner in the administration of the OCIP and comply with all requirements of the OCIP.

16.2 Design/Builder's Insurance.

a. The Design/Builder shall not commence any construction Work in connection with this Contract until it has fulfilled all its requirements under the OCIP and obtained all of the following types of insurance and such insurance has been approved by the Owner, nor shall the Design/Builder allow any Subcontractor or sub-subcontractor to commence work on its Subcontract until the Subcontractor has fulfilled all its requirements under the OCIP and obtained all similar insurance required of the Subcontractor or sub-subcontractors. All insurance policies shall be with insurers qualified by the Georgia Department of Insurance and doing business in the State of Georgia. The Insurance requirements are attached as Exhibit D.

b. Subcontractor's Public Liability and Property Damage Insurance - The

Design/Builder shall require each of its Subcontractors to procure and maintain during the life of any Subcontract, insurance of the type specified in Exhibit D.

c. Contractual Liability Work Contracts - The Design/Builder's Liability Policy shall

include Contractual Liability Coverage designed to protect the Design/Builder for contractual liabilities assumed by the Design/Builder in the performance of this Contract.

d. Certificate of Insurance - The Owner shall be furnished proof of coverage of Insurance.

A Certificate of Insurance form will be furnished to the Owner at the time this Contract is executed and before any Work is started. This form shall be completed and signed by the authorized Georgia Resident Agent, and returned to the Owner. This Certificate shall be dated and show:

i. The name of the insured, the specific job by name and job number, the name of

the insurer, the number of the policy, its effective date, and its termination date. If the Design/Builder is a joint venture, the insured must be the joint venture.


The Owner will be named as an additional insured for all construction work if the Owner Controlled insurance program does not cover the work.

ii. A statement that the Insurer will endeavor to mail notice to the Owner and a copy to the Owner’s Representative at least thirty (30) days prior to any material changes in provisions or cancellation of the policy.

iii. The Certificate of Insurance shall be in the form as approved by the Owner and such Certificate shall clearly state all the coverage required in Exhibit D.

iv. The Certificate of Insurance shall state that the Owner is listed as additional insured on all appropriate policies.

v. A copy of the endorsement or additional insured rider to the General Liability Policy.

16.3 Cancellation Notice. The Certificates of Insurance and required insurance policies shall contain

provisions to provide as much notice as possible as directed by the Insurance Commissioner of Georgia of any cancellation, intent not to renew, or reduction in the policies or coverage.

16.4 Coverage. All insurance policies shall be from responsible companies duly authorized to do

business in the State of Georgia and/or responsible risk retention group insurance companies or trusts, which are registered with the State of Georgia. All commercial insurance carriers providing the Design/Builder with required insurance shall be "A minus" (excellent) rated with a minimum financial size category of "VIII", according to the A. M. Best Key Rating Guide, latest edition. Within ten (10) calendar days after a Notice to Proceed is received by the Design/Builder and prior to the commencement of the Work, the Design/Builder shall provide the Owner with properly executed Certificates of Insurance to evidence the Design/Builder's compliance with the insurance requirements of the Contract Documents. Said Certificates of Insurance shall be on forms approved by the Owner. The Certificates of Insurance shall be personally, manually signed by the authorized representatives of the insurance company/companies shown on the Certificates of Insurance, with proof that they are authorized representatives thereof. Certificates of Insurance shall be mailed to the Owner and Project Director, or his designee,. In addition, certified, true, and exact copies of all insurance policies required hereunder shall be provided to the Owner, on a timely basis, when requested by the Owner.

16.5 Design/Builder Primary. All insurance coverage of the Design/Builder shall be primary to any insurance or self-insurance program carried by the Owner applicable to this Project. The acceptance by the Owner of any Certificate of Insurance does not constitute approval or agreement by the Owner that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of the Contract Documents. No Work shall commence at the Project site unless and until the required Certificates of Insurance are received by the Owner.

16.6 Subcontractor Coverage. The Design/Builder shall require each of its Subcontractors to procure and maintain, until the completion of the Subcontractor’s work, insurance of the types and to the limits specified in Exhibit D, unless such insurance requirements for the Subcontractor is expressly waived in writing by the Owner.


16.7 Policies on Occurrence Basis. All liability policies shall be underwritten on the "occurrence"

basis, unless otherwise approved in writing by the Owner’s Risk Manager. "Claims-made" policies, if approved by the Risk Manager, and subsequent insurance certificates shall provide a "retro-date" which shall include the effective date of the Contract. "Claims-made" renewals or carrier and policy replacements shall reflect the original "retro-date."

16.8 Failure to Maintain Insurance. Should at any time the Design/Builder not maintain the insurance coverage required herein, the Owner may terminate the Contract or at its sole discretion shall be authorized to purchase such coverage and charge the Design/Builder for such coverage purchased. The Owner shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage purchased or the insurance company or companies used. The decision of the Owner to purchase such insurance coverage shall in no way be construed to be a waiver of any of its rights under the Contract Documents.

16.9 Accident Reports. The Design/Builder shall submit to the Construction Manager a copy of all

accident reports arising out of any personal injuries or property damages arising or alleged to have arisen on account of any Work performed by the Design/Builder or any Subcontractor under the Contract Documents.

16.10 Duty to Provide Legal Defense. The Design/Builder agrees to indemnify, defend and hold

harmless the Owner, including attorneys' fees and costs, for all claims as described in this Article. These duties are in addition to any and all other legal remedies available to the Owner and shall not be considered to be the Owner's exclusive remedy.

16.11 Waiver. Neither CITY nor Design/Builder shall be liable to the other party or to any insurance

company (by way of subrogation or otherwise) insuring the other party for any loss or damage to property or injury to persons, or any resulting loss of income, or losses under worker’s compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees, if and to the extent any such loss or damage is covered by insurance benefiting the party suffering such loss or damage.

ARTICLE 17

INDEMNIFICATION

17.1 Indemnification by Design/Builder. To the fullest extent permitted by law and to the extent not covered by insurance proceeds, Design/Builder (may also be referred to as “Indemnifying Person”) shall indemnify, defend and hold harmless CITY (and each shareholder, director, officer, employee, partner and agent thereof) (“Indemnified Person”) from and against any claim, loss, damage, liability, cost or expense, including reasonable attorneys’ fees, directly arising out of (a) any breach by Design/Builder and Design Consultant, to the extent Design/Builder undertakes such obligations, under this Contract, (b) any personal or bodily injury, including death, to any person and destruction of property resulting from the negligent performance (or failure of performance) or willful misconduct by Design/Builder of its obligations in accordance with the provisions of this Contract, (c) any claim for patent infringement, unpaid royalties and license fees, or other violations of thirty party intellectual property rights in connection with the Work, or (d) any violation of Applicable Law in connection with the Work. The foregoing indemnification shall not extend to those claims, losses, damages, liabilities, costs or expenses asserted against or suffered by CITY which are due


to the acts or omissions of CITY or its employees or agents or of architects, engineers or Design/Builders retained by CITY or to any action taken by CITY in violation of the provisions of this Contract.

17.2 Notice of Indemnification Claim by CITY. An Indemnified Person may give Design/Builder written notice of any Loss (may also be referred to as “Infringement Claim”) for which the Indemnified Person believes Design/Builder is responsible under Subsection (a) above (a "Notice of Claim"). The Notice of Claim shall specify in reasonable detail the nature and all material particulars related to the Loss for which indemnification is sought.

17.3 Infringement and Performance Breach Remedies. In the event an Infringement Claim is asserted against an Indemnified Person or if an Indemnified Person reasonably believes that such a claim is likely to be asserted, then Design/Builder, promptly after receipt of the Notice of Claim (or other notice from an Indemnified Person), shall at the option of CITY at Design/Builder’s sole expense: (a) procure the right for CITY to continue using the alleged infringing Deliverable or Service; (b) replace the Deliverable with non-infringing Material that is at least equivalent in features, functionality and quality to the infringing Deliverable or, in the case of Services, re-perform the Services in a manner that does not infringe; or (c) modify the Deliverable or Services so that they are non-infringing while ensuring that all Specifications and other requirements under this Contract are fully met. In the event an Indemnified Person asserts a claim for indemnification as a result of the alleged breach by Design/Builder of a warranty set forth in Article above regarding the quality or performance of any Service or Deliverable associated with the Services, and upon Design/Builder’s receipt of written notice describing the breach, Design/Builder shall promptly modify or repair the Deliverable or re-perform the Services so that all requirements of this Contract are fully met. Nothing in this paragraph shall in any manner be construed to limit such other remedies an Indemnified Person may have under this Contract or pursuant to Applicable Law.

17.4 Third Party Claims. Design/Builder shall assume the defense of any third party claim or lawsuit against the Indemnified Person that is covered above (“Third Party Claim”), and shall employ counsel approved by the Indemnified Person for such defense. The Indemnified Person shall have the right, but not the obligation, to participate, at its own cost and expense, in the defense or other opposition of the Third Party Claim through legal counsel selected by it and shall have the right, but not the obligation, to assert any cross-claims or counterclaims that it may have. The Indemnified Person, at Design/Builder’s expense, shall (a) at all times reasonably cooperate with Design/Builder upon reasonable request, and (b) not compromise or settle such Third Party Claim without the prior written consent of the Indemnifying Person. If the Indemnifying Person proposes to settle or compromise any Third Party Claim, it shall give written notice to that effect (together with a statement in reasonable detail of the terms and conditions of such settlement or compromise) to the Indemnified Person within a reasonable period of time prior to effecting such settlement or compromise. Notwithstanding anything to the contrary in this Contract, the Indemnified Person shall have the right to object to the settlement or compromise of any such Third Party Claim at which point (i) the Indemnified Person will assume the defense or other opposition of the Third Party Claim, and (ii) the Indemnifying Person shall be released from any and all liability with respect to the Third Party Claim to the extent that such liability exceeds the liability that the Indemnifying Person would have had with respect to the settlement or compromise.


ARTICLE 18

REPRESENTATIVES

18.1 Representatives. Upon execution of this Contract, CITY shall designate in writing to Design/Builder the name of the individual who is to be CITY’s representative authorized to act on behalf of CITY in accordance with the provisions of this Contract. Upon execution of this Contract, Design/Builder shall designate in writing to CITY the name of the person who is to be Design/Builder’s Representative authorized to act on behalf of Design/Builder in accordance with the provisions of this Contract. From time to time following the execution hereof, CITY may change or replace its representative upon seven (7) Days written notice to Design/Builder.

ARTICLE 19

ASSIGNMENT; WARRANTY

19.1 Right to Assignment. CITY shall have the right to assign this Contract to any lender or affiliate of CITY. Any such assignee shall take subject to and must assume all the obligations of CITY under this Contract. CITY shall provide notice to Design/Builder within a reasonable period of time after any such assignment. Except for the foregoing, CITY shall not assign, transfer, pledge or encumber its rights or interests in this Contract except upon the prior approval of Design/Builder which shall not be unreasonably delayed or withheld.

19.2 Prohibition against Assignment by Design/Builder. Design/Builder shall not transfer or attempt to transfer this Contract or any rights herein or delegate its responsibilities hereunder and any such transfer or delegation or attempt to transfer or delegation shall be void and shall constitute a default under the provisions of this Contract.

19.3 Warranty. Design/Builder warrants to CITY that all Materials and Equipment furnished under this Contract will be of good quality and new and of recent manufacture, unless otherwise required or permitted by the Construction Documents; that the Work will be free from defects not inherent in the quality required or permitted; and that the Work will conform with the requirements of the Construction Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. This warranty shall be in addition to and not in limitation of any other warranty or remedy prescribed by law or the Construction Documents. Design/Builder shall indemnify, defend and hold CITY harmless from all claims, losses, damages and expenses (including attorneys’ fees or court costs) arising out of any failure of Design/Builder to perform warranty work within any applicable time period specified in the Construction Documents, or, if no such time period is specified, within a reasonable period of time, and shall pay to CITY all such losses, damages and expenses (including attorneys’ fees, court or mediation costs) as may be incurred by CITY as a result of such failure, provided that, with respect to manufacturers’ warranties, the failure occurs within the applicable trade Subconsultant’s warranty period stipulated in the Specifications or other Construction Documents. Design/Builder shall not be responsible for any damage or defects due to abuse, owner modifications, improper maintenance or operation, incorrect specifications or manufacturers’ warranties which may extend beyond the trade Subconsultants’ warranty period stipulated in the specifications. Design/Builder shall procure and deliver to CITY, no later than the date claimed by Design/Builder as the date of Final Completion, all special warranties required by the Construction Documents. This warranty shall expire at the end of twenty four (24) months from the date of Substantial Completion except as


to any claims for which Design/Builder shall have received written notice prior to the expiration of such warranty period. Also, the Design/Builder shall conduct, jointly with the Owner, the Owner’s Representative, the Construction Manager and the Design Consultant, a warranty inspection nine (9) months after the date of Owner Occupancy.

19.4 General Representations and Warranties of Design/Builder. In addition to any other representations and warranties of Design/Builder set forth in this Contract, Design/Builder represents and warrants to CITY, as follows: (i) neither the execution, delivery nor performance of this Contract by Design/Builder violates or conflicts with, or will violate or conflict with, any provision of Design/Builder's organizational or governing documents or instruments, any agreement or other instrument or restriction to which Design/Builder is a party or by which Design/Builder or its property is bound or encumbered, or any Applicable Laws; (ii) the execution, delivery and performance of this Contract has been duly authorized by Design/Builder’s governing body and by any other necessary legal actions of Design/Builder, and this Contract constitutes the valid and binding obligation of Design/Builder, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally; (iii) Design/Builder is licensed, certified and otherwise authorized to perform the Work, and Design/Builder is not, with respect to the operation of its business or its performance of the Services, required to hold or maintain any license, permit, certification or other authorization that it does not currently hold and maintain; (iv) there are no actions, suits, claims or proceedings (pending or threatened) against, by, or affecting Design/Builder in any court or before any arbitrator or governmental agency or authority that may have an adverse effect on Design/Builder's assets, its financial condition, the operation of its business or its ability to perform its obligations under this Contract; (v) Design/Builder has not been charged with, and to the best knowledge of Design/Builder, is not under investigation with respect to any charge concerning any violation of any provision of any Applicable Law with respect to its business, including, without limitation, those laws and regulations concerning the Services; (vi) all of the information provided by Design/Builder in its Response to the RFP was true, complete and accurate as of the final date of the date when the Response was complete and provided to CITY; (vii) Design/Builder (A) has, and each of Design/Builder’s employees and Subconsultants that will perform the Services has, the necessary knowledge, skills, experience, qualifications, rights and resources to perform the Services in accordance with this Contract, and (B) has successfully performed the Services or services that are substantially equivalent to the Services for others; and (ix) Design/Builder shall identify a person having authority to sign for Design/Builder who shall certify, in writing, that under penalty of perjury, that its Proposal or offer is made by a Person that is neither a high cost lender nor a predatory lender, nor is the Design/Builder an affiliate of a high cost lender or a predatory lender, as defined by CITY of Atlanta Code Section 58-102.

19.5 Services Warranties of Design/Builder. Design/Builder warrants to CITY that: (i) all Deliverables and the System itself, once installed and implemented, shall meet or exceed all Specifications; (ii) it shall perform all Services in a professional, first-class and expert manner and in accordance with the highest standards of its industry; (iii) all work shall conform to the highest standards of the engineering and transit industry observed on successfully completed, large, complex projects; (iv) all Materials used by it in the Project and all Deliverables shall be of clear title, not subject to any lien or encumbrance and of the most suitable grade of their respective kinds for their intended uses, shall be free of any defect in equipment, material, design or workmanship and shall be of merchantable quality and fit for the purposes for which they are intended by CITY; and (v) any Software and other technology or other Deliverable


furnished to CITY by Design/Builder or used in connection with the Services shall be non-infringing on the Intellectual Property Rights of any third party wherever located.

19.6 Warranty Period. The warranty in Article 19.4 above shall extend for a period of twenty-four (24) months from the date of Substantial Completion, unless more stringent requirements are otherwise specified elsewhere in this Contract; provided, however, that the warranty in Articles 19.4(ii) and (iii) shall last indefinitely. All other Warranties extended by Design/Builder shall be governed by the applicable Statute of Limitations for actions under applicable law.

19.7 Discovery of Defects. If, at any time, Design/Builder or CITY discovers that any of the warranties set forth in this Section 19 are not met, Design/Builder shall promptly submit to Engineer in writing within thirty (30) days a recommendation for any corrective action, along with supporting information in sufficient detail for Engineer to determine what corrective action should be undertaken. Design/Builder shall also prepare and furnish to Engineer any data and reports applicable to any required correction, including revision and updating of all other affected data called for under this Contract, at no increase in the Contract fees or costs.

19.8 Remedies for Defects. If a breach of one of the foregoing warranties is discovered by CITY and it wishes Design/Builder to take corrective actions, CITY, at it sole discretion, may direct Design/Builder in writing and Design/Builder agrees to: (i) rework, repair, or remove and replace defective Materials or re-perform defective Services so that all warranty requirements are met, or to do so in a partial manner; (ii) cooperate with others assigned by CITY to correct such defects and pay to CITY all actual costs and expenses reasonably incurred by CITY in performing or in having performed corrective actions; (iii) with respect to a breach of the non-infringement warranty above, address any infringement pursuant to the procedures set forth in Article 19.7; or (iv) propose and negotiate in good faith an equitable reduction in the compensation to be paid to Design/Builder under this Contract in lieu of corrective action. All costs incidental to corrective actions including demolition for access, removal, disassembly, reassembly, transportation, reinstallation, reconstruction, retesting and re-inspection as may be necessary to correct the defect and to demonstrate that the previously defective work conforms to the requirements of this Contract shall be borne by Design/Builder. If Engineer returns supplies to Design/Builder which require correction or replacement under this warranty, Design/Builder shall be liable for transportation charges up to an amount equal to those charged for the usual commercial method of shipment from the shipment location specified in this Contract, irrespective of the Freight On Board point or point of acceptance, to Design/Builder's plant and return to the delivery location specified in this Contract. Design/Builder shall be responsible for the supplies while in transit. All such returned supplies shall be packaged and shipped according to Design/Builder's recommendation. The warranties set forth in Article 13 shall apply with respect to corrected Services or Materials for an additional warranty period of twelve (12) months, beginning as of the date that CITY has accepted the re-performed Services or re-tendered Deliverables.

19.9 Subconsultants. All Subconsultants', manufacturers', and suppliers' express or implied warranties and guarantees respecting any part of the Services and any Materials used therein shall be obtained and enforced by Design/Builder for the benefit of CITY without the necessity of separate transfer or assignment thereof, provided that, if directed by Engineer, Design/Builder shall assign such warranties and guarantees in writing to CITY. CITY may bring suit at its expense to enforce a Subconsultant's or manufacturer's warranty.

19.10 No Limitation. This warranty shall not limit CITY's rights with respect to latent defects.


ARTICLE 20

TESTS AND INSPECTIONS; UNCOVERING AND CORRECTION OF WORK

20.1 Tests and Inspections.

a. Access of CITY. CITY shall at all times have the right to inspect Design/Builder in its preparation for or performance of the Services or delivery of the Deliverables, including for purposes of assessing (i) Work quality, (ii) conformity of Design/Builder’s Work with the Specifications, and (iii) Design/Builder’s conformity with its representations, warranties and covenants in the Contract. This inspection right applies to all Design/Builder facilities directly or indirectly involved in the Project, all books and records relating to it and all personnel, Subconsultants, Subcontractors and Suppliers involved in the Project. Design/Builder shall, without additional charge, provide reasonable facilities and assistance for the safety and convenience of the CITY’s representatives in connection with such inspections. CITY’s inspection shall not relieve Design/Builder of any responsibilities under this Contract or constitute CITY’s "acceptance" of any Services or Deliverables.

b. Meet the requirements of the Quality Control Program attached as Exhibit M.

c. If the Design Consultants, CITY or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 14.1(a) above, Design/Builder will, upon written instruction from CITY, make arrangements for such additional testing, inspection or approval by an entity acceptable to CITY, and Design/Builder shall give timely notice to CITY and the Design Consultants of when and where tests and inspections are to be made so CITY may observe such procedures. CITY shall bear such costs except as provided in Subparagraph 14.2 (c) (i) below.

(i) If CITY’s and the Design Consultants’ observation of any inspection or testing undertaken pursuant to this Paragraph 14.1 reveals a failure in any one of a number of identical or similar items or elements incorporated in the Work to comply with (1) the requirements of the Construction Documents or (2) with respect to the performance of the Work, with laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, CITY will have the authority to order inspection and/or testing of such items or elements of the Work, or of a representative number of such items or elements of the Work, as it may in its reasonable opinion consider necessary or advisable, and Design/Builder shall, unless such inspection or testing reveals no failure to comply or such failure is as a result of defects in the Drawings and Specifications which Design/Builder did not or could not have known, bear all costs thereof, including the Design Consultant’s additional services, if any are required, made necessary thereby.

(ii) The cost of testing services related to remedial operations performed to correct deficiencies in the Work shall be borne by Design/Builder. If, during the course of the performance of any testing, inspection, control, balancing, adjusting, or similar work by Design/Builder or any Subconsultant or Subcontractor, it is the reasonable opinion of the Design Consultants and CITY that that Design/Builder


or any Subconsultant or Subcontractor has failed to perform such Work in a satisfactory manner, Design/Builder shall retain the services of a testing laboratory or service organization which is satisfactory to CITY for the evaluation and testing of such Work. If the Work is found to be performed in a satisfactory manner, CITY shall reimburse Design/Builder for its out-of-pocket costs for such testing or service. If it is found to be performed in an unsatisfactory manner, Design/Builder will bear all costs and expenses.

d. In connection with testing and inspection services performed at the expense of CITY, Design/Builder shall provide samples of materials and/or elements of the Work required as test specimens and shall provide incidental labor and facilities at the Site reasonably required in support of such services.

20.2 Uncovering Of Work. If a portion of the Work is covered contrary to requirements specifically expressed in the Construction Documents, it must, if required in writing by CITY, be uncovered for observation by CITY and be replaced without change in the Scheduled Completion Date and with no increase to the TOTAL CONTRACT VALUE. If a portion of the Work has been covered in accordance with the Construction Documents which CITY has not specifically requested to observe prior to its being covered, CITY may request to see such Work and it shall be uncovered by Design/Builder. If such Work is in accordance with the Construction Documents, the costs and time delay, if any, of uncovering and replacement, by appropriate Change Order, shall be charged to CITY. If such Work is not in accordance with the Construction Documents, Design/Builder shall pay such costs, unless the condition was caused by CITY, or a separate contractor of CITY in which event CITY shall be responsible for payment of such costs.

20.3 Correction Of Work. Design/Builder shall promptly correct Work rejected by CITY or failing to conform to the requirements of the Construction Documents, whether observed before or after Final Payment and whether or not fabricated, installed or completed. Design/Builder shall pay for correcting such rejected Work, including additional testing and inspections and any cost, loss, or damages to CITY resulting from such failure or defect. This obligation shall survive termination of this Contract under Articles 8 and 9 above. If, within one (1) year after the Substantial Completion, or within the applicable time period specified in the warranties established under Paragraphs 19.3 and 19.4 above or in an applicable special warranty required by the Construction Documents, any of the Work is found to be defective or not in accordance with the Construction Documents, Design/Builder shall correct it promptly after receipt of written notice from CITY to do so unless CITY has previously given Design/Builder a written acceptance of such condition. This obligation under this Paragraph 14.3 shall survive acceptance of the Work under this Contract and termination of this Contract. CITY shall give such notice promptly after discovery of the condition. Design/Builder shall remove from the Site portions of the Work which are not in accordance with the requirements of the Construction Documents and are neither corrected by Design/Builder nor accepted by CITY. If Design/Builder fails to commence correction of nonconforming Work within ten (10) working days after its receipt of CITY’s notice to correct such Work, subject to availability of materials, and thereafter diligently pursue such correction to completion, CITY may correct it by any commercially reasonable means. If Design/Builder does not proceed with correction of such nonconforming Work within a reasonable time fixed by written notice from CITY, CITY may remove it and may store the salvable materials or equipment at Design/Builder’s expense. If Design/Builder does not pay costs of such removal and storage within ten (10) working days after written notice, CITY may upon ten (10) additional days’ written notice sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof, after


deducting costs and damages that should have been borne by Design/Builder. If such proceeds of sale do not cover costs which Design/Builder should have borne, the Contract Sum shall be reduced by the deficiency. If payments then or thereafter due Design/Builder are not sufficient to cover such amount, Design/Builder shall pay the difference to CITY. Design/Builder shall pay for the cost of making good all work of CITY or its separate Design/Builders destroyed or damaged by such correction or removal. Nothing contained in this Paragraph 14.3 shall be construed to establish a period of limitation with respect to other obligations which Design/Builder might have under the Construction Documents. Establishment of the time period of one (1) year as described in this Subparagraph relates only to the specific obligation of Design/Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Construction Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish Design/Builder’s liability with respect to Design/Builder’s obligations other than specifically to correct the Work. If CITY prefers to accept Work which is not in accordance with the requirements of the Construction Documents, CITY may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as agreed to by the parties as appropriate and equitable. Such adjustment shall be effected whether or not Final Payment has been made.

Non-Exclusive Remedies. The remedies set forth in this Article shall be in addition to all other remedies of CITY under the Construction Documents, at law or in equity.

ARTICLE 21

HAZARDOUS MATERIALS AND DIFFERING SITE CONDITIONS

21.1 Limitation on Use of Hazardous Materials. Design/Builder may use Hazardous Materials in the Project only if this use is absolutely necessary and CITY has been notified at least thirty (30) days prior to the use of the Hazardous Materials. Any Hazardous Materials used by Design/Builder, and any containers or Materials that come into contact with the Hazardous Materials, shall be processed, distributed, treated, stored, placed, removed, transported and disposed of by Design/Builder in accordance with all Applicable Laws. Design/Builder will not transport to, or store on, CITY's property or the Jobsite any Hazardous Materials not intended for the Project.

22.2 Environmental Plan and Controls. Throughout performance of the Work, Design/Builder shall conduct all operations in such a way as to minimize impact upon the natural environment and prevent any spread of contaminated or hazardous materials. Design/Builder shall:

a. Provide dust control of its operations within work and all other areas under its control and shall coordinate and cooperate with others for dust control in common areas;

b. Provide working machinery and equipment with efficient noise suppression vices and all other noise and vibration abatement measures necessary for the protection of workers and the public;

c. Provide suitable waste, sewage, sanitary, and garbage disposal methods and procedures approved by ENGINEER and consistent with State and Federal regulations.


d. Provide suitable equipment, facilities, and precautions to prevent the discharge of contaminants into the atmosphere, adjoining workspaces, any body of water, or land areas;

e. Provide all documentation required by all levels of governing authority or this Contract concerning environmental requirements; and

f. Be responsible for developing and maintaining a written Environmental Compliance Plan in accordance with Design/Builder’s established practices, including, but not limited to, compliance with all applicable laws and all applicable requirements in the Project Environmental Control Plan. Design/Builder shall have sole responsibility for developing, implementing, and enforcing its Environmental Compliance Plan and Design/Builder’s obligations under the Clause titled “INDEMNITY’ apply to any liability arising in connection with or incidental to Design/Builder’s performance or failure to perform as provided in this clause.

g. Submit NPDES Permit for staging / batch plant as required.

22.3 ON-SITE HANDLING AND DISPOSAL OF HAZARDOUS MATERIAL

If the Work under this Contract includes any intrusive site or structural drilling, boring, coring, or sampling, debris may be produced as a result of these efforts. This debris could include solids or liquids drawn from site wells for sampling purposes. All such debris shall be treated by the Design/Builder as if it were hazardous waste regulated under the Federal Resource and Conservation Recovery Act of 1976, 42 U.S.C. 6901-6992 (RCRA) as amended, or any more stringent applicable regulations, unless and until the Design/Builder has been able to confirm, to the satisfaction of ENGINEER and/or the appropriate regulatory agencies that the wastes are not regulated as hazardous.

22.4 EXPLOSIVES

a. Transport of Explosives. Explosives shall be transported to the Jobsite only when required to perform the Work under this Contract and with prior notice to, and written approval of, CITY. Design/Builder shall be responsible for properly purchasing, transporting, storing, safeguarding, handling and using explosives required to perform the Work under this Contract. Design/Builder shall employ competent and qualified personnel for the use of explosives and, notwithstanding any other provision in this Contract to the contrary, shall assume full responsibilities for the cost of any incidental or consequential damages caused by the improper use of explosives. Residual surplus explosives shall be promptly removed from the Jobsite and properly disposed of by Design/Builder.

b. Notice of Detonation. Design/Builder shall notify ENGINEER in writing no less than forty-eight (48) hours in advance of each intended detonation of explosives. Design/Builder shall submit a comprehensive blasting plan for each intended use of explosives to ENGINEER for approval. The plan shall describe drilling plans and patterns, types and amounts of explosives, and methods. Safety and storage considerations shall also be included.


22.5 Material Safety Data Sheet Requirement. Design/Builder shall submit a Material Safety Data Sheet to CITY two (2) days before initial transport to, or use on, CITY's property or the Jobsite of any Hazardous Materials. Design/Builder shall insert these provisions relating to Material Safety Data Sheets in all subcontracts, at any tier, for delivery, transport, or use of Hazardous Materials on CITY's property or the Jobsite in connection with this Contract.

22.6 Notice of toxic or Hazardous Materials. In the event the Design/Builder encounters on the Jobsite material reasonably believed to be toxic or Hazardous Materials or waste, which has not been addressed in this Contract, the Design/Builder will immediately stop work in the affected area and notify the CITY in writing of the condition. Pending receipt of written instructions from the CITY, the Design/Builder will not resume work in the affected area.

22.7 Information on Subsurface Conditions. Design/Builder is required to make investigations of subsurface conditions in the Jobsite, such investigations are made by the Design/Builder for the purpose of study and design. If the CITY provides any geotechnical information, neither CITY nor its agents, representatives and consultants assume any responsibility whatsoever in respect to the sufficiency or accuracy of any investigations, the records thereof, or of the interpretations set forth and there is no warranty or guarantee, either express or implied, that the conditions indicated by such investigations or records thereof are representative of those existing throughout such areas, or any part thereof, or that unforeseen developments may not occur, or that materials other than or in proportions different from those indicated may not be encountered.

22.8 Changed Conditions.

a. Design/Builder shall notify the Owner in writing of the following conditions, hereinafter called “changed conditions” upon their discovery and before they are disturbed, in any event no later than seven (7) calendar days after their discovery:

i. Subsurface or latent physical conditions at the site of Work differing materially from those indicated in this Contract; or

ii. Unknown physical conditions at the site of the Work of an unusual nature differing materially from those ordinarily encountered and generally recognized as inherent in Work of the character provided for in the Contract.

b. The Owner shall promptly investigate the conditions and if he finds that such conditions do materially so differ and cause an increase or decrease in Design/Builder’s cost of, or the time required for performance of the Work under this Contract, whether or not changed as a result of such, an equitable adjustment shall be made and the Contract conditions modified in writing in accordance with the provisions regarding Change Orders, Change Directives, notice and claims procedure and excusable delays. If the Owner determines that conditions of which he has been notified by the Design/Builder do not justify an adjustment in compensation, he will so advise Design/Builder in writing. Should Design/Builder disagree with such determination, it may submit a notice of claim to the Owner as provided herein and follow the claims procedure in this Contract.

c. In computing any equitable adjustment sought by Design/Builder, the actual costs incurred by Design/Builder, computed in accordance with the Force Account provisions for changes shall be the standard for determining Design/Builder’s entitlement. Provided,


however, that if the Owner shows that conditions encountered by Design/Builder on the Project were more favorable and less costly than what Design/Builder reasonably should have expected to encounter, the net effect on Design/Builder from both the favorable and unfavorable conditions shall be considered in determining the amount of any equitable adjustment.

ARTICLE 23

SAFETY

23.1 Right of Entry. Design/Builder shall comply with all Airport access and security measures and safety and health measures, including, without limitation, those described in this Contract, on Exhibits D.2 & L or that may otherwise be provided to Design/Builder or in effect at the CITY or Airport from time to time. Design/Builder’s operations shall cause no unnecessary inconvenience to Airport patrons or interfere with Airport operations. Design/Builder shall take into consideration and shall accommodate the access rights of the public at all times during the Project. Unless otherwise authorized in writing by CITY, as applicable, pedestrian and vehicular traffic shall be permitted to pass through the areas where Services are being performed, or Design/Builder shall provide for a detour acceptable to CITY. Design/Builder shall provide safe and adequate pedestrian and vehicular access to fire hydrants, parking lots, service stations, fire, police and first-aid facilities, and similar facilities. Access to these facilities shall be continuous and unobstructed unless otherwise approved in writing in advance by CITY. CITY, from time to time by written notice to Design/Builder, may specify additional entry conditions or requirements relating to the Airport, and Design/Builder shall fully adhere to such conditions and requirements.

23.2 Assignment of Services Areas. All work areas at the Jobsite for Design/Builder to perform the Services shall be assigned by CITY. Design/Builder shall confine its operations to the assigned areas. Should Design/Builder find it necessary or advantageous to use any additional offsite area for any purpose whatsoever, Design/Builder shall, at its cost and expense, provide and make its own arrangements for the use of such additional offsite areas.

23.3 Restrictions if Services are Performed in or near AOA. Design/Builder at all times shall provide for free and unobstructed movement of aircraft in the AOA, shall identify all hazards to aircraft and shall provide for the control of personnel and vehicular traffic. Design/Builder shall submit to CITY for approval a written, detailed “traffic control plan” prior to the commencement of any Services at the Jobsite. When the Services require Design/Builder to conduct its operations within areas adjacent to active runways, taxiways, aprons, and/or navigational aids, Design/Builder’s Services shall be closely coordinated with CITY and the FAA through CITY. Design/Builder shall request authorization from CITY at least forty-eight (48) hours prior to any closure or interference with the aircraft operations. While working in the AOA, Design/Builder shall maintain constant communications with CITY and shall immediately obey all instructions from CITY. When working in close proximity to aircraft, Design/Builder shall: (i) yield the right-of-way to aircraft; (ii) keep the movement of vehicles across active taxiways and aprons to a minimum; (iii) obtain proper approval from CITY before allowing any equipment or vehicles to cross an active runway; (iv) require all operators to maintain a safe and reasonable speed; (v) utilize equipment with due regard for existing weather conditions; (vi) remove from the Jobsite any person operating unauthorized vehicles or equipment in a restricted area, or operating vehicles or equipment in a reckless and unreasonable manner; (vii) keep all trash and debris from taxiways, runways and ramp areas; (viii) prohibit all vehicles and equipment from being


operated within one hundred eighty (180) feet of the centerline of an active taxiway or within two hundred fifty (250) feet of the centerline of an active runway, except on airport service roads or with the express consent of CITY; and (ix) immediately cease work and vacate any operations or work area at any time if instructed to do so by CITY. When the Services require closing an AOA or portion of an AOA, Design/Builder shall furnish, erect, and maintain temporary markings and associated lighting conforming to the requirements of FAA Advisory Circular 150/5340-1G, Standards for Airport Markings. Open-flame type lights shall not be permitted within the AOA.

23.4 Safety Measures. Design/Builder shall be fully and solely responsible for conducting all operations under this Contract at all times and in such a manner as to avoid endangering the health of or causing bodily harm to persons or damage to property. Design/Builder shall continually and diligently inspect all Materials and work to discover any conditions that may pose such risks and shall be solely responsible for discovery and correction of any such conditions. Design/Builder shall comply with CITY’s Project Safety and Health Plan as in effect from time to time. Design/Builder shall have sole responsibility for implementing its safety and health program and neither CITY nor its authorized representatives shall be responsible for supervising the implementation of Design/Builder’s safety and health program or have responsibility for the safety of Design/Builder’s personnel.

23.5 CITY’s Disclaimer. CITY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER (INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) CONCERNING THE NATURE, ADEQUACY OR SUITABILITY OF THE AIRPORT FACILITIES FOR THE PURPOSES INTENDED BY Design/Builder. Design/Builder ACKNOWLEDGES THAT NEITHER CITY NOR ANY OF CITY’S OFFICERS, EMPLOYEES OR AGENTS HAS MADE, NOR IS Design/Builder ENTERING INTO THIS CONTRACT IN RELIANCE UPON ANY SUCH REPRESENTATION OR WARRANTY.

ARTICLE 24

CONFIDENTIALITY AND OWNERSHIP OF WORK PRODUCT

24.1 Confidentiality and Non-exclusivity. Except as may be required by Applicable Law or court order, each of CITY and Design/Builder agree to hold in strict confidence the existence and the terms of this Contract and further agree that each will not, without the prior written consent of the other, disclose to any third party (other than, to the extent necessary, CITY’s and Design/Builder’s advisors, Subconsultants, lenders, affiliates and its parent companies) the economic terms or the subject matter of the Construction Documents or any other information (marked as confidential) provided by or on behalf of the other party.

24.2 Non Disclosure Obligations. In connection with the exercise of their rights and the performance of their obligations under this Contract, the Parties are likely to gain knowledge of each other’s Trade Secrets and Confidential Information. Each Party acknowledges that any unauthorized disclosure or use of the other Party’s Trade Secrets or Confidential Information would be likely to injure the other Party irreparably. Except as is specifically required or permitted by this Contract, neither Party shall, without the express prior written consent of the other Party, redistribute, market, publish, disclose or divulge to any other person or entity, or use or modify for use, directly or indirectly in any way for any Person: (i) any of the other Party’s Confidential Information during the Term and for five (5) years thereafter; and (ii) any of the other Party’s Trade Secrets at any time during which such information shall constitute a


Trade Secret (before or after the end of the Term). Each Party acknowledges that its misuse or unauthorized disclosure of the other Party’s Confidential Information or Trade Secrets shall entitle the other Party to injunctive or other equitable relief. For purposes of this Contract the following terms shall have the following meanings: “Trade Secrets” means information (including, without limitation, confidential business information, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, lists of actual or potential customers or suppliers) that: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. “Confidential Information” means, with respect to a Party, all valuable, proprietary and confidential information belonging to or pertaining to the Party that does not constitute a Trade Secret of the Party and that is not generally known by or available to the Party’s competitors but is generally known only to the Party and those of its employees, independent Design/Builders, clients or agents to whom such information must be confided for internal business purposes. On or prior to the Effective Date, Design/Builder shall have provided CITY with a written description of all information or data that CITY will be exposed to that Design/Builder believes constitutes its Confidential Information or Trade Secrets.

24.3 Non-Confidential Information. The foregoing non-disclosure and non-use covenants shall not apply to any information or data of a Party that the other Party can show by clear and convincing evidence is at the time of use or disclosure by the other Party readily available to the public other than as a result of or through an unauthorized disclosure.

24.4 Compelled Disclosure. In the event either Party or anyone to whom the Party transmits Confidential Information or Trade Secrets is requested or becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, or any similar process) to disclose any of such information, the Party so compelled will provide prompt written notice of the requirement to disclose to the other Party so that the notified Party may seek a protective order or other appropriate remedy, waive compliance with the provisions of this Contract or both. In the event that the protective order or other remedy is not obtained or that the notified Party waives compliance with the provisions of this Contract, the legally compelled Party will furnish only that portion of the Confidential Information or Trade Secrets that is legally required to be disclosed and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the disclosed information.

24.5 Public Records Law. It is understood that Design/Builder and CITY are or may in the future be subject to public records disclosure laws, and that these laws will govern the disclosure responsibilities of Design/Builder and CITY notwithstanding the terms of this Contract. To the extent reasonably practical, Design/Builder and CITY will notify each other of any public records requests affecting information or data protected by this Section 20, and will give the other Party a reasonable opportunity to contest the public records request.

24.6 Public Communications. All press releases and other public communications of any sort relating to this Contract or the Services shall be subject to the prior approval of CITY. Any use of CITY’s or Airport’s name in any advertising or marketing materials shall also be subject to the prior written approval of CITY.


24.7 Ownership of Work Product Associated with Services. Except as otherwise expressly provided in this Contract, all designs, drawings, reports, information, data, Specifications, technical reports, operating manuals and similar work or other documents and all Deliverables and other work product prepared or authored by or assembled by and/or delivered to CITY by Design/Builder arising out of the Services performed by Design/Builder under this Contract, and all Intellectual Property Rights associated with the foregoing items (collectively, the “Work Product”) shall be and remain the sole and exclusive property of CITY. Any works of authorship comprised within the Work Product, including, without limitation and notwithstanding anything to the contrary in this Contract, all designs, drawings Specifications, and Software developed for CITY in connection with the Project, shall be deemed to be “Work Made For Hire,” as that term is defined in the United States Copyright Act, 17 U.S.C. §101, and shall belong solely, irrevocably and exclusively throughout the world to CITY. However, to the extent any court or agency should conclude that any such work of authorship does not constitute or qualify as a Work Made for Hire, Design/Builder hereby assigns, grants and delivers, solely, irrevocably, exclusively and throughout the world to CITY, all Intellectual Property Rights and other rights to the Work Product at issue. Design/Builder also agrees to cooperate with CITY and to execute such other further grants and assignments of all rights as CITY from time to time reasonably may request for the purpose of evidencing, enforcing, registering or defending CITY’s ownership of the Work Product. Design/Builder hereby irrevocably appoints CITY as its agent to execute and deliver any such documents that Design/Builder fails or refuses to execute promptly, this power and agency being coupled with an interest and being irrevocable.

24.8 Use of Work Product. Design/Builder hereby acknowledges that after the completion of the Project by Design/Builder, the CITY shall have the right to use the Work Product in connection with the CITY's use of the Project. In the event of a For Cause termination, the CITY shall have the right to use the Work Product in connection with the CITY's use of the Project, completion of the Project by others or the modification or expansion of the Project. However, in such events, Design/Builder and its Design Consultants shall not be responsible for any loss or damages resulting from the work performed by others.

24.9 Equitable Relief in the event of Breach. Design/Builder and CITY shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the confidentiality, non-disclosure or non-use covenants of this Contract by the other Party because of the likely irreparable harm that would result from such a breach. Those remedies, however, shall not be deemed to be the exclusive remedies for a breach of this Contract or other Applicable Laws governing Trade Secret or Confidential Information use or disclosure by Design/Builder, CITY or their respective representatives, but shall be in addition to all other remedies available by law or equity.

ARTICLE 25

GOVERNING LAW; DISPUTES PROCEDURE

25.1 Governing Law. This Contract shall be governed by the laws of the State of Georgia without giving effect to any choice of law principles that could result in the application of the laws of any other jurisdiction as more fully set forth in the Contract”.

25.2 Dispute Resolution Process. All claims, counterclaims, disputes, and any other matters in question arising under, or relating to, this Contract or the breach of it shall be processed in accordance with the claims/dispute resolution provisions set forth on Exhibit J.


25.3 Compliance with CITY Work Rules.

a. Obligation of Design/Builder to Comply. Design/Builder acknowledges that it has received a copy of the CITY Rules. Design/Builder agrees that all employees assigned to fulfill this Contract shall read and agree to all CITY Rules. Design/Builder will be responsible for acquainting each Design/Builder employee with the contents of the CITY Rules and ensuring that each employee abides by them. Design/Builder represents and warrants that no employee of CITY, or any employee of any CITY-affiliated company, is employed by Design/Builder, or is receiving or has received any compensation or any other remuneration now or at any other time from Design/Builder, or any agent of Design/Builder. Design/Builder shall provide its employees, representatives and work vehicles with identity badges, or other identification materials required by the CITY in accordance with current CITY requirements. All employees of Design/Builder shall abide by all CITY Rules, while on CITY premises. CITY shall have the right to modify the CITY Rules or promulgate additional work rules, and Design/Builder and its agents and employees shall comply with such modified or additional rules immediately following Design/Builder's receipt of a written copy thereof. All individuals employed or engaged by Design/Builder to perform Services for CITY under any job classification shall possess the expertise, knowledge, and experience requirements of said classification, including any professional licenses and/or certifications required. The CITY Rules include, but are not limited to the following:

b. Gratuities and Kickbacks. NEITHER Design/Builder NOR ANY OF ITS EMPLOYEES OR AGENTS SHALL ENGAGE IN ANY ACT DEEMED UNETHICAL UNDER SECTION 2-1484 OF THE CODE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER Design/Builder NOR ANY OF ITS EMPLOYEES OR AGENTS SHALL, DIRECTLY OR INDIRECTLY, OFFER, GIVE OR AGREE TO GIVE ANY EMPLOYEE OR FORMER EMPLOYEE OF THE CITY A GRATUITY OR AN OFFER OF EMPLOYMENT IN CONNECTION WITH OR RELATED TO THIS CONTRACT OR ANY PROPOSALS OR RESPONSES SUBMITTED HEREUNDER, AND Design/Builder SHALL NOT ACCEPT ANY PAYMENT, GRATUITY OR OFFER OF EMPLOYMENT MADE BY OR ON BEHALF OF A SUBCONSULTANT OR ANY PERSON ASSOCIATED THEREWITH AS AN INDUCEMENT FOR THE AWARD OF A SUBCONTRACT OR ORDER.

c. CITY’s Right to Remove Design/Builder Personnel. CITY reserves the right to determine that any individual person performing work on behalf of Design/Builder is not capable or fit to perform his or her assigned responsibilities. If CITY makes such a determination, CITY may immediately remove from any Jobsite any such employee of Design/Builder. In addition, CITY reserves the right to request at any time and for any reason that any specific employee of Design/Builder refrain from performing any work, and Design/Builder acknowledges, agrees and understands that Design/Builder will immediately comply with any such a request by CITY.

d. Contingent Fees. Design/Builder represents and warrants that it has not employed or retained any Person, other than a bona fide employee working for Design/Builder, to solicit or secure this Contract, and that Design/Builder has not paid or agreed to pay any Person, other than a bona fide employee working for Design/Builder, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making or this Contract. For a breach or violation of the above warranty, and upon such a finding after notice and hearing, and without limiting such


other rights or remedies CITY may have pursuant to this Contract or pursuant to Applicable law, CITY shall have the right to terminate this Contract without liability, and at its discretion, deduct from the Contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration.

e. No Conflict Obligation. Neither Design/Builder nor any of its employees shall engage in any business or transaction or professional activity, or shall incur any obligation of any nature that is in conflict with the proper discharge of its duties to CITY during the Project.

f. Equal Employment Opportunity Clause. As required by Code Section 2-1414, as well as Appendix A, Design/Builder agrees as follows:

(i) Design/Builder shall not discriminate against any employee, or applicant for employment, because of race, color, creed, religion, sex, domestic relationship status, parental status, familial status, sexual orientation, national origin, gender identity, age, disability, or political affiliation. As used here, the words “shall not discriminate” shall mean and include without limitation the following:

Recruited, whether by advertising or other means; compensated, whether in the form of rates of pay, or other forms of compensation; selected for training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated.

(ii) Design/Builder agrees to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officers setting forth the provisions of the EEO clause.

(iii) Design/Builder shall, in all solicitations or advertisements for employees, placed by or on behalf of Design/Builder, state that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, domestic relationship status, parental status, familial status, sexual orientation, national origin, gender identity, age, disability, or political affiliation.

(iv) Design/Builder shall send to each labor union or representative of workers with which Design/Builder may have a collective bargaining agreement or other contract or understanding a notice advising the labor union or workers’ representative of Design/Builder’s commitments under the equal employment opportunity program of the CITY of Atlanta and under the Code and shall post copies of the notice in conspicuous places available to employees and applicants for employment. Design/Builder shall register all workers in the skilled trades who are below the journeyman level with the U.S. Bureau of Apprenticeship and Training.

(v) Design/Builder shall furnish all information and reports required by the Contract compliance officer pursuant to the Code, and shall permit access to the books, records, and accounts of the Design/Builder during normal business hours by the contract compliance officer for the purpose of investigation so as to ascertain compliance with the program.


(vi) Design/Builder shall take such action with respect to any Subconsultant as CITY may direct as a means of enforcing the provisions of Subsections (i) through (viii) herein, including penalties and sanctions for noncompliance; provided, however, that in the event Design/Builder becomes involved in or is threatened with litigation as a result of such direction by CITY, CITY will enter into such litigation as is necessary to protect the interest of the CITY and to effectuate the equal employment opportunity program of CITY; and, in the case of contracts receiving federal assistance, Design/Builder or CITY may request the United States to enter into such litigation to protect the interests of the United States.

(vii) Design/Builder, its Subconsultants and Subcontractors, if any, shall file compliance reports at reasonable times and intervals with CITY in the form and to the extent prescribed by the contract compliance officer. Compliance reports filed at such times directed shall contain information as to employment practices, policies, programs and statistics of Design/Builder and its Subconsultants.

(viii) Design/Builder shall include the provisions of Subsections (i) through (viii) of this Equal Employment Opportunity Clause in every subcontract or purchase order so that such provisions will be binding upon each Subconsultant, Subcontractor or vendor.

(ix) A finding, as hereinafter provided, that a refusal by Design/Builder or a Subconsultant or Subcontractor to comply with any portion of this program, as herein provided and described, may subject the offending party to any or all of the following penalties:

(A) Withholding from Design/Builder all future payments under this Contract until it is determined that Design/Builder, Subconsultant or Subcontractor is in compliance with the provisions hereof;

(B) Refusal of all future bids for any contract with the CITY of Atlanta or any of its departments or divisions until such time as Design/Builder, Subconsultant or Subcontractor demonstrates that there has been established and there shall be carried out all of the provisions of the program as provided in the Code;

(x) Cancellation of this Contract. In a case in which there is substantial or material violation of the compliance procedure herein set forth, appropriate proceedings may be brought to enforce those provisions, including the enjoining, within applicable law, of Design/Builders, Subconsultants, Subcontractors or other organization, individuals or groups who prevent or seek to prevent directly or indirectly compliance with the policy as provided in this Contract.

ARTICLE 26

MISCELLANEOUS

26.1 Third Party Beneficiary. The provisions of this Contract are for the exclusive benefit of the parties hereto and not for the benefit of any third person, nor shall this Contract be deemed to


have conferred any rights, express or implied, upon any third person unless otherwise expressly provided for herein.

26.2 Minority Participation. The Design/Builder shall meet or exceed all requirements set forth in Appendix A to award Purchase Orders and Subcontracts to qualified minority and female owned firms as certified by the Owner.

26.3 Survival. All other provisions, which, by their inherent character, sense, and context are intended to survive termination of this Agreement, shall survive the termination of this Agreement.

26.4 Audit Rights. From time to time during the Term and for a period of three (3) years after it, Design/Builder shall maintain, and CITY shall have the right to inspect and audit at its sole cost and expense, Design/Builder’s books, records, technology, processes and data to verify the amounts due under this Contract and Design/Builder’s compliance with its obligations under this Contract. The audit may take place during normal business hours upon not less than five days advance written notice to Design/Builder. If CITY discovers a discrepancy between Design/Builder’s records and any amount invoiced, paid or otherwise charged to CITY, then Design/Builder shall promptly pay CITY the amount of the undisputed difference, plus interest thereon accruing at the rate of 1.5% per month or the maximum amount permitted by applicable law, whichever is less. In addition, if the amount (determined as of the date of the audit) of such difference with respect to the item or service in question is greater than 5%, Design/Builder shall also pay all reasonable costs and expenses incurred by CITY in connection with the inspection and audit notwithstanding anything herein to the contrary.

a. Design/Builder’s “records”, as referred to in this contract, shall include any and all information, materials, and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, superintendent reports, drawings receipts, vouchers and memoranda, and any and all other agreements, sources of information and matters that may in OWNER’s judgment have any bearing on, or pertain to, any matters, rights, duties or obligations under or covered by any Contract Document. Such records shall include (hard copy, as well as computer readable data if it can be made available), written policies and procedures; time sheets; payroll registers; payroll records; cancelled payroll checks; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, negotiation notes, etc.); original bid estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; invoices and related payments documentation; general ledger, information detailing cash and trade discounts earned, insurance rebates and dividends; and any other Design/Builder records which may have a bearing on matters of interest to the OWNER in conjunction with the Design/Builder’s dealings with the OWNER (all foregoing hereinafter referred to as “records”) to the extent necessary to adequately permit evaluation and verification of any or all of the following:

i. Compliance with contract requirements for deliverables

ii. Compliance with approved plans and specifications

iii. Compliance with OWNER’s business ethics expectations


iv. Compliance with Contract provisions regarding the pricing of change orders

v. Accuracy of Design/Builder representations regarding the pricing of invoices

vi. Accuracy of Design/Builder representations related to claims submitted by the Design/Builder or any of his payees.

b. Design/Builder shall require all payees (examples of payees include Subcontractors, Subconsultants, material suppliers, insurance carriers, etc.) to comply with the provisions of this article by including the requirements hereof in a written contract agreement between Design/Builder and payee. Design/Builder will ensure that all payees (including those entering into lump sum contracts) have the same right to audit provisions contained in this contract.

c. OWNER’s authorized preventative or designee shall have reasonable access to the CONTRACTOR’s facilities, shall be allowed to interview all current or former employee’s to discuss matters pertinent to the performance of this Contract and shall be provided adequate and appropriate work space in order to conduct audits in compliance with this article.

d. If an audit, inspection, or examination, in accordance with this article, discloses overpricing or overcharges, of any nature, by the Design/Builder to the OWNER in excess of one percent (1%) of the total Contract billed to date, in addition to making adjustments for the overcharges, all reasonable cost of the OWNER’s audit shall be reimbursed to the OWNER by the Design/Builder. Any adjustments and/or payments, which must be made as a result of any such audit or inspection of the Design/Builder’s invoices and/or records, shall be made within a reasonable amount of time, not to exceed 90 days, from presentation of OWNER’s findings to Design/Builder.

27.5 Entire Contract. This Contract constitutes the entire agreement between CITY and Design/Builder with respect to the subject matter hereof, and it supersedes all prior oral negotiations and prior written agreements with respect to these matters.

27.6 Severability. If any provision of this Contract or any instrument or other document delivered pursuant to or in connection with this Contract is for any reason held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Contract or any other instrument or document, and this Contract and such other instruments and documents shall be interpreted and construed as if such invalid, illegal or unenforceable provision had not been contained in this Contract.

27.7 Counterparts. This Contract may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

27.8 Headings. The headings preceding the text of the sections and paragraphs of this Contract have been inserted solely for convenience of reference and neither constitute a part of this Contract nor affect its meaning, interpretation or effect.

27.9 Publicity and Advertising. Design/Builder shall not make any announcement, release any photographs, or release any information concerning this Contract, or the Project, or any part thereof to any member of the public, press, business entity, or any official body unless prior


written consent is obtained from ENGINEER. Design/Builder may not erect any signs without the written approval of the ENGINEER, other than those required by this Contract.

27.10 Waiver of Consequential Damages. Notwithstanding anything contained in this Contract to the contrary, neither the Design/Builder nor the CITY shall be liable to the other for any special, indirect or consequential losses or damages, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including but not limited to losses of use, profits, business, capital, reputation or financing. The consequential damages limitation set forth herein is not intended to affect the payment of liquidated damages, if any, set forth in Article 4.11 and Exhibit D to this Contract, which both parties recognize has been established, in part, to reimburse the CITY for some damages that might otherwise be deemed to be consequential.

27.11 No Other Projects at the Project Site. Prior to completion of the Work under this Contract, Design/Builder shall not perform any construction management services or construction work for any other Person at the Project Site, without CITY’s prior written consent, which may be withheld in its sole discretion.

27.12 Affiliates. Design/Builder shall not enter into any contract, agreement, purchase order or other arrangement for the furnishing of any of these services covered by this Contract with any party or entity if such party or entity is a party related or otherwise affiliated with Design/Builder unless and until such arrangement has been approved in writing by CITY, after full disclosure in writing by Design/Builder to CITY of such affiliation or relationship together with all details relating to the proposed arrangement.

27.13 Required Approvals and Consents. Except as otherwise expressly provided in this Contract, the approval of either Design/Builder or CITY as to any matter requiring the approval of such party pursuant to this Contract, shall not be unreasonably withheld, and failure by either Design/Builder or CITY to disapprove, within the time period specified herein, any item required to be submitted for such party’s approval shall be deemed to be approval thereof.

27.14 Amendment; Waiver. No alteration, amendment or modification hereof shall be valid unless executed by an instrument in writing by the parties hereto with the same formality as this Contract. The failure of Design/Builder or CITY to insist in any one or more instances upon the strict performance of any of the covenants, agreements, terms, provisions or conditions of this Contract or to exercise any election herein contained shall not be construed as a waiver or relinquishment for the future of such covenant, agreement, term, provision, condition, election or option, but the same shall continue and remain in full force and effect. No waiver by the Design/Builder or CITY of any covenant, agreement, term, provision or condition of this Contract shall be deemed to have been made unless expressed in writing and signed by an appropriate official on behalf of CITY or Design/Builder.

27.15 CITY Provided Materials. If CITY supplies any Materials for Design/Builder to use in providing the Services and furnishing the Deliverables, Design/Builder shall keep separate CITY's Materials issued to it for the Project and return to CITY any CITY-furnished Materials that are left over after or not ultimately used in the Project. Design/Builder shall at all times protect and preserve all Materials furnished or owned by CITY. For this purpose, Design/Builder shall, to the satisfaction of CITY, provide storage warehouses, adequate housing, or other protection for any CITY-provided Materials against deterioration and damage.


27.16 Consent. Unless otherwise specifically provided herein, no consent or approval by the CITY permitted or required under the terms of this Contract shall be valid or be of any validity whatsoever unless the same shall be in writing, signed by CITY’s Representative.

27.17 Captions. The captions of articles and sections are for convenient reference only and shall not be deemed to limit, construe, affect, modify or alter the meaning of such articles or sections.

27.18 Binding Effect. Except as may otherwise be provided herein to the contrary, this Contract and each of the provisions hereof shall be binding upon and inure to the benefit of CITY and Design/Builder, and their respective permitted successors and assigns.

27.19 Relationship of Parties. Nothing contained in this Contract shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venture or any association between CITY and Design/Builder.

27.20 Limitation of Liability. In no event, whether as a result of breach of Contract, negligence, or otherwise, shall either CITY or Design/Builder be liable for damages for loss of use, loss of revenue (other than revenue from this Contract), loss of bonding capacity, or any other special, indirect or consequential damages of any kind. Except to the extent of any insurance proceeds payable with respect thereto and except for CITY’s liability to pay for the Cost of the Work in accordance with the terms hereof, CITY’s total liability for any loss, claim, or damage arising out of the Construction Documents or the performance or breach thereof, shall be limited to the portion of Design/Builder’s Fee attributable thereto.

27.21 Notices. All notices, demands, consents, approvals, statements, requests and invoices to be given under this Contract shall be in writing, signed by the party or officer, agent or attorney of the party giving the notice, and shall be deemed effective upon receipt if hand delivered, or sent by telecopy or overnight courier service; and if sent by the United States mail, postage prepaid, certified mail, return receipt requested, upon delivery or the date of refusal, addressed as follows:

To Design/Builder: _______________________________ _______________________________ _______________________________ _______________________________ with a copy to: _______________________________ _______________________________ _______________________________ _______________________________ To CITY: _______________________________ _______________________________ _______________________________ _______________________________


with a copy to: _______________________________ _______________________________ _______________________________ _______________________________

Either party may from time to time by written notice given to the other pursuant to the terms of this Section 22.19 change the address to which notices shall be sent or designate one or more additional Persons to whom notices are to be sent.

27.22 Anti-discrimination Clause. Design/Builder shall comply with all applicable state, local and federal laws, rules, regulations, executive orders and agreements pertaining to discrimination in employment, unlawful employment practices and affirmative action.

27.23 Further Assurances. Design/Builder and CITY shall execute, acknowledge and deliver, after the date hereof, without additional consideration, such further assurances, instruments and documents, and shall take such further actions, as CITY or Design/Builder shall reasonably request of the other in order to fulfill the intent of this Contract and the transactions contemplated thereby.

27.24 Gender and Terms. Whenever the context shall so require, all words herein in any gender shall be deemed to include the masculine, feminine, or neuter gender, and all singular words shall include the plural, and all plural words shall include the singular.

27.25 Prior Agreements Superseded. This Contract supersedes any prior understanding or written or oral agreements between the parties respecting the within subject matter, including, without limitation the Instruction to Proceed dated on or about February 1, 2001, entered into between CITY and Design/Builder, and contains the entire understanding between the parties with respect thereto.

27.26 This Contract. The words “herein,” “hereof,” “hereunder,” “hereby,” “this Contract,” “this Agreement” and other similar references shall be construed to mean and include this Contract and all amendments hereof and supplements hereto unless the context clearly indicates or requires otherwise.

27.27 Non-Exclusive Remedies. Except as otherwise provided herein, no remedy herein conferred on or reserved to the City is intended to be exclusive of any other available remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every such remedy given under this Contract or now or hereafter existing at law or in equity or by statute. It is expressly agreed that the remedy at law for breach by a party of its obligations hereunder may be inadequate in view of the complexities and uncertainties in measuring the actual damages which would be sustained by reason of either party’s failure to comply fully with each of such obligations. Accordingly, the obligations of each party hereunder are expressly made enforceable by specific performance, except as otherwise specifically provided herein.

27.28 Exhibits. All exhibits referred to herein shall be considered a part of this Contract as fully as if and with the same force and effect as if such exhibit had been included herein in full.

27.29 Language. The language used in this Contract shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.


27.30 Saturday, Sunday or Holiday. If the final date of any period provided for herein for the performance of an obligation or for the taking of any action falls on a day other than a Business Day, then the time of such period shall be deemed extended to the next Business Day.

27.31 Approvals by CITY. No approval given or withheld by CITY shall relieve Design/Builder or the Persons retained by or on behalf of Design/Builder from responsibility for the proper and timely performance of the Design/Builder’s and such other Persons’ obligations hereunder.

27.32 Attorneys’ Fees. In the event of any controversy, claim or dispute between the parties arising from or relating to this Contract (including, but not limited to, the enforcement of any indemnity provisions), the prevailing party shall be entitled to recover reasonable costs, expenses and attorneys’ fees. For all purposes of this Contract and any other documents relating to this Contract, the terms “attorneys’ fees” or “counsel fees” shall be deemed to include paralegals and legal assistants’ fees, and wherever provision is made herein or therein for the payment of attorneys’ or counsel fees or expenses, such provision shall include, but not be limited to, such fees and expenses (and any applicable sales taxes thereon) incurred in any and all judicial, bankruptcy, reorganization, administrative or other proceedings, including appellate proceedings, whether such fees or expenses arise before proceedings are commenced or after entry of a final judgment.

27.33 Time is of the Essence. It is hereby understood and mutually agreed by and between Design/Builder and CITY, that the date of beginning and time for completion as specified in this Contract of the Work to be done hereunder are essential conditions of this Contract; and it is further mutually understood and agreed that the Work embraced in this Contract shall be commenced on a date to be specified in writing by CITY. Design/Builder agrees that the Work shall be prosecuted regularly, diligently, and uninterruptedly at such rate of progress as will insure full completion thereof within the time specified. It is expressly understood and agreed, by and between Design/Builder and CITY, that the time for the completion of same has been calculated taking into consideration the average climatic range and usual industrial conditions prevailing in this community. It is further agreed that time is of the essence of each and every portion of this Contract and of the specifications wherein a definite and certain length of time is fixed for the performance of any act whatsoever. Where under this Contract a time extension is allowed for the completion of any work, the new time limit fixed by such extension shall be of the essence of this Contract.

27.34 Georgia Immigration Act. Georgia Law requires that Design/Builder and Subcontractors take specific steps to make sure that persons employed on this Project are legally entitled to be in the United States and to work in the United States.

PLANE TRAIN TUNNEL WEST EXTENSION - PHASE I - PROGRESSIVE DESIGN BUILD CONTRACT NO. FC-9277 CITY of Atlanta, Department of Aviation Hartsfield-Jackson Atlanta International Airport Effective Date: _________________________

This Contract is made and entered into as of the effective date noted above (the “Effective Date”) by and between the CITY of Atlanta, Department of Aviation (“CITY”) and the party identified below as Design/Builder (“Design/Builder”). In consideration of the rights and benefits that they each will be receiving, and intending to be legally bound, CITY and Design/Builder (together, the “Parties”) hereby agree to the terms of this Contract. SUBPART A—APPROVALS, AUTHORIZED SIGNATURES, CONTRACT INFORMATION

Design/Builder INFORMATION AND SIGNATURES Full Legal Business Name Type of Entity and Jurisdiction of Formation _______________________________________________________________ Authorized Signature Printed Name of Signatory Position of Signatory Attest: Secretary/Assistant Secretary _______________________________________________________________________________ Mailing Address of Design/Builder _____________________________________________________________________ Street Address (if different) Telephone Number of Design/Builder (General) Facsimile Number of Design/Builder (General) Designated Contact Person Telephone Number of Designated Contact Person Facsimile Number of Designated Contact Person Email Address of Designated Contact Person ________________________________________________________

CITY INFORMATION AND SIGNATURES

Mailing and Street Address of CITY: CITY of Atlanta, Department of Aviation Aviation General Manager 6000 North Terminal Parkway North Terminal Building, Room T-200 Hartsfield-Jackson International Airport Atlanta, GA 30320 Telephone Number of CITY (General) Facsimile Number of CITY (General) Designated Contact Person Telephone Number of Designated Contact Person Facsimile Number of Designated Contact Person: Facsimile: (404) 530-6803 Email Address of Designated Contact Person

Owner:

CITY OF ATLANTA

MAYOR

Design/Builder:

[Title]

ATTEST:

MUNICIPAL CLERK

ATTEST:

SECRETARY/ASST. SECRETARY

[Affix Corporate Seal]

APPROVED:

AVIATION GENERAL MANAGER

CHIEF PROCUREMENT OFFICER DEPARTMENT OF PROCUREMENT

APPROVED AS TO FORM:

CITY ATTORNEY

EXHIBIT A: SCOPE OF SERVICES

FC-9277 | Exhibit A: Scope of Work |Page 1 of 6

EXHIBIT A: SCOPE OF WORK

1. GENERAL REQUIREMENTS. The Services required by Design/Builder during the Project include design and construction work associated with the Airport’s Plane Train tunnel West Extension Phase 1 (“Plane Train Tunnel West Extension – Phase I” or “Phase 1 Project”) as well as the Airport’s Ground Transportation Center (“West Curb Improvements”), and any work attendant thereto.

The Phase 1 Project, as described further herein, will provide a new Plane Train (“Train”) crossover beyond the Airport’s Baggage Claim terminus station to allow more efficient train movement, by reducing headway and increasing capacity. The scope of work includes design and construction of a tunnel extension, approximately six-hundred (600) feet long, running west from the train’s current terminus, beneath the Terminal West Donut area and continuing under MARTA Airport Station foundations, the SkyTrain Airport Station and ending approximately under the west limit of the current Ground Transportation Center also called the West Curb (“the Tunnel”). Hard rock is anticipated during the Phase 1 Project and extensive dewatering operations will be required.

The Tunnel will be located approximately fifty-five (55) feet below grade. Also included within the Tunnel will be two (2) twenty-five (25) foot diameter tunnels running west to the crossover point, which will transition into a single train track tunnel. Design/Builder will design and construct an emergency stairwell, ventilation shaft and fan room at the west end of the Tunnel (“Emergency Egress and Ventilation Structure”) which will be a permanent structure. Underground access for the Tunnel excavation will be through a vertical shaft to be built between the West Terminal and the SkyTrain Airport Station which will be dismantled at conclusion of the Project.

The proposed extension of the Tunnel enters in conflict with existing vertical circulation elements at the Baggage Claim Station. The existing vertical circulation between the Baggage Claim Station and the Boarding Level will need to be temporarily relocated during construction, and permanent new stairs and escalators constructed. Structural supports, guideway running surface, HVAC exhaust systems, lighting and electrical and special systems are also included. Vertical circulation from the Baggage Claim Station to Boarding Level will also be enhanced by adding new escalators.

Construction of the Tunnel is anticipated to be done via a temporary construction shaft to be located at the east side of the SkyTrain Station where ground transportation services (taxis and airline shuttles) are located. These services will be relocated to the west side of the Station which will require a reconfiguration of the West Curb. The West Curb Improvements, as described further herein, include construction services associated with surface work at the Ground Transportation Center. The design of the West Curb Improvements will not be part of the scope of the Project; the design and Construction Documents will be provided to the Design-Builder for review and acceptance, as indicated in the Contract Documents, for the Phase 1 Project.


The West Curb Improvements will consist of reconfigured drive-through lanes, bus bays, and islands for ground transportation with pedestrian canopies. Also in the scope of the West Curb Improvements are improvements to the entry and exit merge lanes on the North and South Terminal Parkways. Following the excavation of the Tunnel and the removal of the vertical access shaft, the area will become a pedestrian plaza which will be constructed under a separate contract.

Included in Phase 1 will be the installation of the new APM switch, new buffers (train stops) and the APM guidebeam. The last two items are anticipated to be installed by the APM System Contractor.

Phase 2 of this project will include the installation of switchgear equipment, train controls systems and potentially new cars (“Phase 2”). However, Phase 2 scope elements need to be considered and addressed in tandem with the design of Phase 1. For that reason the Design/Builder will initiate the design of the Phase 2 components as part of the scope of the Phase I Project. This design will be done in coordination with the APM System Contractor.

A Power Distribution System (PDS) upgrade project is currently ongoing and the Phase 1 Project design will be coordinated with the PDS project.

The Phase 1 Project involves multiple DOA, airlines and utility stakeholders and is located in a constrained and restricted area. All aspects of Airport operation will need to continue with minimal disruption during execution of the Project.

The Phase 1 Project is planned to be constructed independently but in coordination with other projects under design in the area. The following projects are currently under design: 1) West Plaza and Terminal Face Improvements by DOA and, 2) MARTA Airport Station Renovations by MARTA.

Due to expected hard rock, it is anticipated that the excavation of the Tunnel will be done by blasting. Depending on the method of construction, disruption may occur in the West Donut area, affecting baggage operations and existing DOA and APD offices. Additionally, construction in the Ground Transportation area at the West terminal may be disruptive to both ground transportation and pedestrian flow. Day and nighttime working hours will be required depending the work element and location. Roadway access for equipment, laydown and staging areas are to be determined. Minimizing disruption to Airport activities and operations is a priority for the design and sequencing.

2. PHASED DELIVERY. Owner and Design/Builder will implement the Phase 1 Project on a phased basis, with the phases referred to as Components. The Phase 1 Project is currently anticipated to be comprised of four (4) Components, as defined herein and in the Contract Documents. At the Owner’s sole option, each of the Components defined in this section may be divided into sub-components for any reasonable purpose. Each of the Components will be subject to a Guaranteed Maximum Price for that Component (“CGMP”), and the total of the four CGMPs shall constitute the Contract Amount as defined in the Contract. The Owner must approve each CGMP and issue a


Construction Authorization establishing the CGMP and a Notice to Proceed with the Component as a condition precedent to Design/Builder proceeding with any Work or Services required for the Component. Owner has selected the Design/Builder on the basis of the Design/Builder’s response to the Request for Proposals to complete the Phase 1 Project (Plane Train Tunnel West Extension – Phase I) as identified in the Exhibit A and Project Criteria Documents and upon Design/Builder’s commitment to a relationship of trust and confidence with the Owner that includes providing fair and competitive pricing for all aspects of the Work and Services to be included in a CGMP. Within ten (10) days after execution of the Contract, Design/Builder shall provide to the Owner its proposed CGMP for Component 1 – Preconstruction Services and its proposed schedule for completion of the elements included within Component 1 – Preconstruction Services. There shall be no charge to the Owner for Design/Builder’s development of the Component 1 CGMP and proposed schedule. Following issuance of a Construction Authorization and Notice to Proceed for Component 1, Design/Builder shall be entitled to bill its Cost of the Work as defined in the Contract pursuant to the billing process defined in the Contract, up to the CGMP. 2.1. Component 1 – Preconstruction Services. Component 1 shall be comprised of

Preconstruction Services, as further defined in the Contract. It is anticipated that the Preconstruction Services will be ongoing and overlap with the Services comprising Components 2 and 3, and will cease upon the Owner’s issuance of a Construction Authorization and Notice to Proceed for Component 4 (Phase I Project construction). Component 1 shall consist of the following elements, including all Services necessary to deliver these elements:

2.1.1. Design/Builder’s review and acceptance of the Construction Documents provided by the City for the West Curb Improvements to be performed at the West Curb Ground Transportation Center.

2.1.2. Design/Builder’s review of the Project Criteria Documents provided by the City for the Phase 1 Project (Plane Train Tunnel West Extension – Phase 1) and providing comments and/or additions to further clarify the Project.

2.1.3. Preconstruction review and services attendant to being ready to perform all physical construction Work required for the West Curb Improvements and the construction of the Phase 1 Project.

2.1.4. Design/Builder’s development of a CGMP Proposal and a Proposed Schedule

for all Work, Deliverables, and Services that are part of Components 2, 3, and 4 (each referred to as a “CGMP Proposal”). The Proposed Schedule shall comport with the time frames stated in Section 2 of this Exhibit A.

2.1.4.1. The Component 2 CGMP Proposal shall include the cost and schedule

for all construction work that comprises the West Curb Improvements Work and the full scope of work described in Component 2.


2.1.4.2. The Component 3 CGMP Proposal shall include the cost and schedule for completion of the design required for the Emergency Egress and Ventilation Structure located at the west end of the proposed Plane Train Tunnel Extension, development of Design Documents sufficient to permit creation of a CGMP Proposal for Component 4, and finalizing the Design for the Phase 1 Project, and the full scope of work described in Component 3.

2.1.4.3. The Component 4 CGMP Proposal shall include the cost and schedule

for completion of the Phase 1 Project Work through Final Completion, and the full scope of work described in Component 4.

2.1.5. Upon the receipt of each of Design/Builder’s CGMP Proposals, Owner may (a)

accept the CGMP Proposal, issue a Construction Authorization establishing the CGMP, and issue a Notice to Proceed for the Component Work and Services, or (b) enter into a negotiation with Design/Builder on the scope and on the CGMP and, if required, the schedule for Component Services to achieve a mutually acceptable basis on which to proceed, or (c) reject Design/Builder’s CGMP Proposal and either, (i) cancel the Component, and terminate the Contract with Design/Builder in whole or in part, (ii) exercise the “off-ramp” provisions provided in Section 2, or (iii) exercise without mutual exclusion any other remedies provided for in the Contract.

2.2. Component 2 – West Curb Improvements. Component 2 Services shall consist of the following elements:

2.2.1. Construction management, equipment procurement, subcontractor

procurement, and complete and operational construction of the West Curb Improvements Work.

2.3. Component 3 – Phase I Project Design. Component 3 Services shall consist of the following elements:

2.3.1. Development of Design Criteria, permitting requirements, schematic design submittal (35%), design development submittal (65%), and the pre-construction activities necessary to develop a CGMP Proposal for the Component 4 Work and Services, which shall include the Tunnel Design portion of the Work.

2.3.2. Completion of the detailed design, work plan, and construction documents for the Phase I Project to be completed and ready for Phase II.

2.3.3. Preconstruction activities required to be ready for construction as described

in the Project Criteria Documents. 2.3.4. Development of the CGMP for Component 4 below.


2.4. Component 4 – Phase I Project Construction. Component 4 Services shall consist of the following elements:

2.4.1. Construction management, equipment procurement, subcontractor procurement, construction, engineering services during construction, startup, testing, commissioning of the Tunnel, and all associated Work required for the Phase 1 Project, to be complete and ready for commencement of Phase 2.

3. CONTRACT TIMES.

3.1. Preconstruction Services Schedule.

3.1.1. Following execution of the Contract, the City will provide to the

Design/Builder the Construction Documents for the West Curb Improvements Component of the work. The Design/Builder will have ninety (90) calendar days after receipt of Notice to Proceed with Component 1 Preconstruction Services to develop the Component 2 and 3 CGMP Proposals and submit for approval to the City. The schedule provided as part of a CGMP Proposal shall comply with the schedule related criteria specified in the Contract, and shall include performance of all Work and Services that comprise Components 2 and 3. Upon approval of the CGMP Proposal the City will issue a Notice to Proceed to initiate the Services of each Component, subject to the options stated in this Exhibit A.

3.1.2. Upon completion and approval of the Design and Construction Documents to be provided as part of the Component 3 Services, the Design/Builder shall have sixty (60) days to develop the CGMP Proposal for Component 4 and submit for approval to the City. The schedule provided as part of a CGMP Proposal shall comply with the schedule related criteria specified in the Contract, and shall include performance of all Work and Services that comprise Component 4. Upon approval of the CGMP Proposal the City will issue a Notice to Proceed to initiate the Services of each Component, subject to the options stated in Exhibit A.

3.2. Construction Stage Substantial Completion and Final Completion. Refer to

Exhibits G and K for schedule requirements and Milestone dates.

4. OFF-RAMP. 4.1. The parties acknowledge that the Owner’s ability to successfully complete the

Project may be significantly impacted if the Owner elects to terminate Design/Builder’s services at the end of any Component, rather than proceeding to the next Component. Consequently, Design/Builder hereby agrees that, if the Owner terminates Design/Builder for any reason, the Owner shall have the right to contract directly with any of Design/Builder’s constituent entities, subcontractors, or subconsultants engaged on the Phase 1 Project for design-related services, or


any other purpose, and Design/Builder shall (a) provide in all contracts it enters with other entities that the Owner has such right and that the contracting party agrees to the Owner contracting with it directly, and (b) take such steps as are reasonably necessary to enable Owner to implement such relationships. Without limitation, Design/Builder shall provide in any design subconsultancy agreements that Owner shall have the right to negotiate directly with such design subconsultants for the continuation of their services with respect to the Project, and that any provisions with respect to copyright or the ownership of instruments of service confirm such right of the Owner.

4.2. If the parties are unable to reach an agreement on Design/Builder’s Component GMP Proposal for any Component within the time limit for acceptance specified in the Contract, as may be extended by the mutual agreement of the Parties, then the Owner and Design/Builder shall meet and confer as to how the Phase 1 Project will proceed, with Owner having the following options:

4.2.1. Owner may declare the Services for that Phase or any Component completed and authorize Design/Builder to continue, as an extension of that Component, to complete a unified set of plans and specifications for use by Owner to solicit competitive bids for construction of the Phase 1 Project or any Component or portion thereof and completion of Design/Builder’s responsibilities as the Engineer of Record, including the provision of engineering services during construction; or

4.2.2. Owner may terminate the relationship with Design/Builder and proceed to exercise its available options to perform the final design and construction with parties other than Design/Builder.

4.2.3. The foregoing remedies and options are not exclusive, and Owner retains all

rights and options set forth in other provisions of this Exhibit A, or in the Contract, or at law.

5. PROJECT CRITERIA DOCUMENTS. The following documents are being provided by

Owner as the Criteria for Design of the Project. The Design Builder will expand and/or modify and needed during design development: 5.1. Bridging Documents (drawings), dated November 17, 2016

5.2. Geotechnical Data Report, dated October 24, 2016

5.3. Geotechnical Baseline Report, dated

5.4. Base of Design Report – Volume 1, dated November 17, 2016

5.5. Base of Design Report – Volume 2, dated November 17, 2016

EXHIBIT A.1: BASE EMPLOYEE

CLASSIFICATIONS / FULLY BURDENED HOUR BILLING

RATES

FC-9277 | Exhibit A.1: Base Employee Classifications/Fully Burdened Hourly Billing Rates |Page 1 of 1

EXHIBIT A.1: BASE EMPLOYEE CLASSIFICATIONS/FULLY BURDENED HOURLY BILLING RATES

DESIGN/BUILDER’S NAME: ____________________________________________

Employee Classification Raw Rate Range

Min Max

Principal-in-Charge1

Project Manager

Project Lead Designer

Tunnel Design Engineer of Record

Geotechnical Engineer of Record

Tunnel Construction Superintendent

Chief Tunnel Surveyor

Utility Coordinator

Discipline Lead Engineers

Terminal Architect of Record

Chief Scheduler

Chief Estimator

Specifications Writer

Safety Officer

Quality Control Coordinator

Administrative/Clerical

Other2

Design/Builder’s Fee is _______ percent as set forth in Section 11.7 of the Services Agreement.

1 The City intends that no billing rate during any project will exceed that specified for ‘Principal-in-Charge”. 2 Each Proponent shall add additional employee classifications and fully burdened hourly billing rates that it may deem necessary to fulfill the requirements of the Scope of Services.

EXHIBIT B: AUTHORIZING LEGISLATION (RESERVED)

EXHIBIT C: CONSTRUCTION TEAM IDENTIFICATION LIST

FC-9277 | Exhibit C: Construction Team Identification List |Page 1 of 1

EXHIBIT C

CONSTRUCTION TEAM IDENTIFICATION LIST

OWNER Mayor of Atlanta – Kasim Reed Department of Aviation General Manager –Roosevelt Council, Jr Project Officer – Franklin Rucker PROGRAM MANAGER Titles Names Area Director ______ Area Manager ______ ARCHITECT/ENGINEER OTHER CONTACT POINTS CONSTRUCTION MANAGER

Titles Names

EXHIBIT D: OWNER CONTROLLED INSURANCE

PROGRAM

Willis Towers Watson Confidential

Owner Controlled Insurance Program (OCIP) Manual

City of Atlanta Hartsfield-Jackson Atlanta International Airport

Effective Date: 11/02/2015 Manual Date: 06/07/2016 v3

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Table of Contents

Section 1 : Introduction ......................................................................................................................... 2 Section 2 : Directory ............................................................................................................................... 3 Section 3 : Definitions ............................................................................................................................ 4 Section 4 : General Provisions ............................................................................................................. 7 Section 5 : Safety and Loss Prevention ............................................................................................... 8 Section 6 : Return to Work Policy ....................................................................................................... 10 Section 7 : Insurance Provided by the Owner ................................................................................... 11 Section 8 : Insurance Provided by the Contractors and all Subcontractors ................................. 14 Section 9 : Enrolling in the OCIP ........................................................................................................ 18

WillCIP: Online Enrollment & Payroll Reporting System .................................................................. 18 Section 10 : Forms ............................................................................................................................... 20 Section 11 : Claims Administration .................................................................................................... 23

Claims Reporting .............................................................................................................................. 23 Claim and Accident Reporting Procedures ...................................................................................... 24

Workers Compensation First Report of Injury .................................................................................. 25

General Liability Claims Reporting Form ......................................................................................... 30

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Section 1: Introduction City of Atlanta (Owner) has purchased certain insurance coverages outlined in this manual under an Owner Controlled Insurance Program (OCIP) for Contractors of all tiers working on the Project who are enrolled in the OCIP. Participation in the OCIP is mandatory, except for those identified as Excluded Parties, BUT ENROLLMENT IS NOT AUTOMATIC. You must comply with the OCIP enrolment procedures outlined in this manual.

The City of Atlanta has determined that the OCIP is a “Bid Net” program, which means that Contractor’s charges for the insurance coverages provided by the Owner (as outlined in Section 6) must be EXCLUDED from bid(s). The successful Contractor must warrant that its base price for the original scope of work and subsequent change orders will EXCLUDE all insurance charges for the coverages provided by the Owner for the Jobsite, including workers’ compensation, employers’ liability, general liability, excess liability, builders’ risk and contractors’ pollution liability.

The successful Contractor shall provide the documentation described in this manual to estimate its excluded insurance charges. This estimate of excluded insurance charges is subject to review and approval by the OCIP Administrator and Owner. These estimates will be tracked by the OCIP Administrator for reporting purposes only.

Instructions for OCIP enrolment are detailed in Section 8.

The insurance coverage provided by the OCIP, as well as your rights and responsibilities under the program are outlined in this manual and are as much a part of your Contract as the actual work specifications. All terms and conditions of this OCIP Manual are incorporated by reference into your Contract and you are required to bind all your lower-tiered subcontractors to the terms, conditions and requirements of this manual.

NOTE: This Manual does not, and is not intended to, provide coverage interpretations or complete information about coverages. The terms and conditions of the insurance policies will govern how coverage is applied. The information herein is not intended to alter any provisions of the actual contract documents of the Contractors, and if any such conflict occurs, the

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Section 2: Directory Owner

City of Atlanta/Department of Aviation Hartsfield-Jackson Atlanta International Airport

Project Development Director: Kathryn MastersPhone: 404-382-1263 Cell: 404-867-3628 Email: [email protected] Risk Management Kathy Lloyd Phone: 404-330-6877 Cell: 404-569-0794 Email: [email protected] Catrina Gilbert Phone: 404-382-2240 Cell: 404-387-4399 Email: [email protected]

OCIP Program Management OCIP Account Advocate Willis Towers Watson (Willis Insurance Services of Georgia, Inc.)

Velvet Barrientos Phone: 404-302-3862 Cell: 678-575-0609 Email: [email protected]

OCIP Claims Consultant Willis Towers Watson (Willis Insurance Services of Georgia, Inc.)

David Simmons Phone: 404-224-5062 Cell: 770-617-1390 Email: [email protected]

OCIP Program Manager Willis Towers Watson (Willis National Practice Group)

Shawn Williams Phone: 407-833-4279 Cell: 321-303-0355 Email: [email protected]

OCIP Program Administration OCIP Administrator Crystal Burley

Phone: 404-766-8715 Cell: 404-406-0273 Email: [email protected]

OCIP Safety Director Linis Alston Phone: 404-766-8715 Cell: 404-465-0723 Email: [email protected]

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Section 3: Definitions Contract

For purposes of this OCIP Manual only, the written agreement between City of Atlanta and the Construction Manager or General Contractor; or between the General Contractor and its Subcontractors; or between the Subcontractor and its lower tiered subcontractors.

Construction Manager (CM)

The team retained by the Owner to assist in the management of construction projects.

Construction Safety and Health Plan

The manual that identifies the requirements for the Project’s safety and loss prevention program as established by the Owner.

Contractor For purposes of this OCIP Manual only, Contractor includes construction managers, prime of general contractors and subcontractors of all tiers that perform work on the Project Site.

Enrolled Contractor(s)

A Contractor of any tier who has been awarded work and met the requirements to become enrolled in the OCIP as evidenced by a certificate of insurance issued by the OCIP Administrator. The Owner may, at its discretion, include a Contractor in the OCIP who otherwise would be an Excluded Party by definition.

Excluded Party(ies) Material Hauler(s), contract haulers or truckers, architects/engineers, consultants, manufacturing representatives, vendors, Suppliers, material dealers, guard services, janitorial services, food services, or others merely making deliveries to or pickups from the Jobsite are excluded from the OCIP coverage. In addition, EIFS Contractors, asbestos abatement or other hazardous material Contractors, demolition or blasting Contractors, and Contractors whose contracts are less than $20,000 will be excluded from the OCIP coverage. The Owner may, at its discretion, exclude others from the OCIP. NOTE: although not covered under the OCIP, all Excluded Parties performing work onsite are required to submit the required OCIP forms and a certificate of insurance in order to provide satisfactory evidence of insurance in compliance with all minimum insurance requirements detailed in this manual.

General Contractor(s) The firm identified in the Contract with the Owner to construct this Project.

General Contractor’s Project Manager

The individual assigned by the General Contractor with overall Project responsibility.

Insured Owner and all Enrolled Contractors and any other party named as an Insured on the OCIP certificates of insurance.

Insurer(s) Zurich American, Lloyds of London, Catlin and Chartis

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Insurer(s) Loss Control Representative(s)

The individual(s) assigned to the OCIP by the Insurer(s) with safety and loss control responsibilities.

Jobsite For purposes of this OCIP Manual only, the premises as defined in the contract documents appropriate to each project and any scheduled offsite location if dedicated solely to the project and approved by the Owner and Insurers. This shall not include operations at the Enrolled Contractor’s regularly established workplace, plant, factory, office, shop, warehouse, yard or other property, even if such operations are for fabrication of materials to be used at the jobsite.

Materials Hauler: Any entity whose role on the Project is to transport materials to and from the Project site. A Materials Hauler is designated as an independent contractor. The designation of Materials Hauler may be made by scope of contract, by primary function on the Project, or by definition. Nothing contained in the Contract Documents shall create any contractual relationship whatsoever between the Owner and any Materials Hauler. By definition, “Materials Haulers” are not considered Enrolled Contractors for OCIP coverage purposes.

OCIP A program under which Workers’ Compensation, Employer’s Liability, General Liability and Excess Liability Insurance are procured by the Owner for all Enrolled Contractors of every tier while performing specified operations at the project specific Jobsite.

OCIP Claims Consultant

The individual assigned by the OCIP Program Management who is responsible for coordinating the claims handling between the Owner, Enrolled Contractors and the Insurer(s).

OCIP Program Management

Willis Towers Watson (Willis Insurance Services of Georgia, Inc.)

OCIP Program Administration

JLM Risk Management Group is responsible for the day-to-day administration of the OCIP.

OCIP Safety Director The person employed by the OCIP Program Administration with safety and loss prevention responsibilities for the Project.

Offsite Premises other than the Jobsite.

Onsite See Jobsite definition.

Owner City of Atlanta

Project Site See Jobsite.

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Project Safety Manager

The individual assigned by the General Contractor who supervises its employees and all Subcontractors for safety at the Jobsite.

Site Safety Representative

The individual(s) assigned to perform Onsite safety duties.

Subcontractor Any individual, firm, or corporation undertaking construction or other services under a Contract with a General Contractor or its Subcontractors to furnish labor, services, materials and/or equipment, and/or perform operations at the Project site.

Supplier A person or organization supplying materials or equipment needed for the completion of the Work by virtue of an agreement (“Supply Agreement”) with the General Contractor or Subcontractor; or by scope of contract, by primary function on the Project, or by definition. Nothing contained in the Contract Documents shall create any contractual relationship whatsoever between the Owner and any supplier. By definition, “Suppliers” are not considered Enrolled Contractors for OCIP coverage purposes.

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Section 4: General Provisions Each Contractor shall comply with the provisions stated below:

1. Mandatory Compliance Failure to comply with the registration, enrolment and all other requirements outlined in this manual may be deemed non-compliance with the terms of the Contract and payments may be withheld until requirements are satisfactorily completed and approved by the OCIP Administrator.

2. Meeting Attendance At the request of the Owner, OCIP Program Management, OCIP Program Administration and Contractors shall attend meetings held to explain and discuss the OCIP.

3. OCIP Manual Incorporated into Bid Specifications and Contract This OCIP Manual and the Construction Safety and Health Plan will be a part of the bid specifications and bidders are expected to be familiar with the requirements prior to submitting their bids. In addition, this OCIP Manual and the Construction Safety and Health Plan are incorporated into each successful bidder’s awarding Contract and accordingly, all provisions require mandatory compliance.

4. Commencement of Work Contractors shall not commence work at the Jobsite until: a. Enrolled Contractors have received written confirmation of enrolment of a certificate of insurance evidencing coverage under the OCIP issued by the OCIP Administrator and provided a certificate for offsite activities as required in this manual, or b. Excluded Parties have provided a certificate of insurance as required in this manual and have received written confirmation of approval from the OCIP Administrator, and c. All Parties have met the requirements of the Construction Safety & Health Plan.

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Section 5: Safety and Loss Prevention Protecting people and property are of paramount importance to the success of this Project. Incidents on this Project can be controlled and prevented through safe work practices. All Contractors and Subcontractors and each of their employees are responsible for safety on this Project. Active participation by the Contractors and Subcontractors in all project safety and loss prevention programs is mandatory. They must demonstrate to their employees complete support and continuing involvement in all safety and loss prevention programs. 1. Safety Policy Statement It is the objective of the General Contractor and the Owner that a safe work place is provided. The General Contractor and all others employed on the Project will conduct their work in a safe manner consistent with good construction safety practices in addition to all written requirements. The General Contractor and the Owner require full compliance with these safety guidelines, with all federal, state and local laws, statutes, ordinances, rules, regulations, requirements and guidelines of government authorities, agencies and any other authorities having control or responsibilities bearing on the performance of this Project work. Contractors and subcontractors are charged with the responsibility of preventing the occurrence of incidents or conditions that could lead to injuries or illness. The ultimate success of our safety program depends fully upon the total cooperation of every individual employee, and it is the employer’s responsibility to ensure that safety rules and procedures are enforced and to further ensure that effective training and education programs are employed. Work will be performed in a safe manner to protect all employees, visitors, the public and adjacent property. 2. Project Safety and Loss Prevention Program Contractors and Subcontractors shall ensure that their bids include the cost to maintain a safety and loss prevention program that meets or exceeds the requirements contained in the Construction Safety & Health Plan. The General Contractor will have a Project Safety Manager. This individual will be a technical advisor to the General Contractor's Project management team and will be responsible for monitoring Contractors’ and Subcontractors’ compliance with all safety and loss prevention programs. The Project Safety Manager, along with the General Contractor’s Project Manager will attend all OCIP meetings between the Owner, Willis Towers Watson, JLM Risk Management Group and the Insurers. The Project Safety Manager has authorization to stop any work that may stem from non-compliance with safety procedures. Contractors and Subcontractors will be solely responsible for implementing the safety and loss prevention program and shall designate an Onsite safety competent person to direct their Onsite safety efforts. The safety competent person is responsible for directly overseeing the Contractor’s and Subcontractor's employees to ensure that their safety programs and actions adhere to and comply with safety standards as established by federal, state, and local codes and regulations, and the Construction Safety & Health Plan.

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3. Construction Safety & Health Plan The Owner has developed a Construction Safety & Health Plan. The goal of this program is to eliminate injuries to employees and to reduce construction interruptions due to accidents by setting safety requirements. The Construction Safety & Health Plan is available to all bidders during the bidding process and will be incorporated into the successful bidders' Contracts. Effect on Future Modifications: The premium and loss experience on this Jobsite will be reported to the appropriate rating authorities in the normal manner for use in calculating future experience modifications. The fact that the loss experience on this Project will impact the Contractors’ future insurance costs further underscores the importance of compliance with the Construction Safety & Health Plan.

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Section 6: Return to Work Policy All Enrolled Contractors are required to comply with the Owners’ Return-to-Work policy as outlined below.

Purpose

1. The purpose of the program is to place employees in temporary job positions while recovering from on-the-job injuries. The Owner and the Insurer are committed to working together to promote safety, recovery, and successful return of injured employees to temporary, modified work following a work related injury. Any injured employee who is placed in a modified work position is placed in that position for a limited time only.

Procedures

2. The General Contractor and the Owner will cooperate with the Insurer in conjunction with the Enrolled Contractor to facilitate the return to work of any injured employee capable of modified work status.

3. The Insurer’s adjuster will communicate with the managed care clinic or treating physician to determine the injured employee’s temporary restrictions.

4. Once the employee is released to modified work, the Insurer’s adjuster will coordinate with the managed care nurse and/or treating physician and the employer to facilitate the injured employee’s return to work.

5. Upon being released to return to modified work, the injured employee will report to his/her employer for modified work assignment.

6. The employer will obtain from the employee (and provide copies to the General Contractor) the return to work status instructions from the treating physician.

7. The employer is required to accommodate the injured employee to the fullest extent and facilitate the return to work.

8. Follow Up/Communication with Insurer: It will be the responsibility of the Insurer’s adjuster to maintain communication with the treating physician and employer to facilitate the prompt return to work of an employee to full work status. Should the employee reach maximum medical improvement and still be precluded from returning to full work status, the Insurer’s adjuster will confer with the General Contractor and the employer regarding reassignment of the employee or to determine if further action required.

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Section 7: Insurance Provided by the Owner The Owner has procured, and will maintain at its own expense, the insurance coverages described below for all Enrolled Contractors. The limits of liability purchased apply collectively to all Insureds. The Owner intends to maintain Workers' Compensation, General Liability and Excess Liability coverage until Notice of Final Acceptance. Products/Completed Operations coverage is extended for 8 years after said notification as specified in the policy. Summaries of the insurance coverages provided by the Insurer(s) are as follows:

1. Workers’ Compensation Insurance Workers' Compensation insurance, as prescribed by the laws of the State of Georgia, and Employer's Liability insurance is provided with the following limits of liability:

$1,000,000 Each Accident $1,000,000 Each Disease - Each Employee $1,000,000 Each Disease - Policy Limit

This insurance will cover employees of all Enrolled Contractors while they are performing work at the Jobsite. Offsite operations are excluded.

2. Commercial General Liability Insurance Commercial General Liability insurance is provided for activities at the Jobsite. The Policy has the following limits of liability (limits reinstate annually, except during Products/Completed Operations coverage extension):

$2,000,000 Each Occurrence $5,000,000 General/Annual Aggregate $5,000,000 Products/Completed Operations Aggregate (All Projects Combined)* $2,000,000 Personal Injury and Advertising Liability $ 300,000 Damage to Rented Premises $ 10,000 Medical Expense

Contractor will assume the responsibility for the first $25,000 of any Property Damage Liability claim that is within the purview of this policy. *The Products/Completed Operations aggregate is a single limit for both the policy and extension periods as defined in the policy. Includes Warranty/Repair Work Coverage Extension which provides general liability coverage during warranty or repair work undertaken by Enrolled Contractors during their contractual warranty period, but not to exceed two (2) years after the Enrolled Contractor’s OCIP coverage is terminated at the conclusion of their work (as defined by the policy). NOTE, however, that Contractor’s workers’ compensation Injuries while involved in warranty/repair work shall be covered under the Contractor’s practice policy and not the OCIP.

3. Excess Liability Insurance Excess General Liability and Employer's Liability coverages will be provided with limits of $50,000,000 each occurrence and in the aggregate. The limits are excess of the primary limits described in Items 1 and 2 above.

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4. Builders’ Risk Owner shall procure and maintain Builders’ Risk insurance which provides “all risk” coverage on the buildings, structure or work, and property of the Owner in the care, custody and control of the Contractor. The policy or policies shall be in the name of the Owner, and Contractors as their interests shall appear, and this shall be so stated on the ACORD certificate of insurance. The policy will cover structures and materials during the course of construction that are part of the project and will provide coverage for materials while in domestic transit, or while stored temporarily away from the project site subject to policy sublimits. Contractor will assume the responsibility for the first $25,000 of any claim that is within the purview of this policy. Owner and Contractor waive all rights against each other for damages caused by fire or other perils to the extent covered by insurance obtained pursuant to this Builders’ Risk insurance section or any other property insurance applicable to the work. Contractor shall require, by appropriate agreement, written where legally required for validity, similar waivers in favor of the Owner and the Contractor by Subcontractors. With respect to the waiver of rights of recovery, the Owner shall be deemed to include, to the extent covered by property insurance applicable thereto, its consultants, employees and such agents and representatives. The Contractor waives as against any separate contractor all rights for damages caused by fire or other perils in the same manner as is provided above as against the Owner. The Owner shall require, by appropriate agreement written wherever legally required for validity, similar waivers in favor of the Contractor by any separate contractor and its subcontractors.

5. Contractors Pollution Legal Liability The Owner will maintain Contractors Pollution Liability coverage for the duration of this contract for onsite activities. Pollution Legal Liability insurance covering pollution incidents at, under or emanating from the Project Site will be provided with coverage for third-party bodily injury, property damage, clean-up costs and defense costs. The policy will be written with a limit of at least $10,000,000. The first $25,000 of any claim that stems from the operations of the Contractor, its subcontractors or sub-consultants will be fully borne by the Contractor as determined by the Owner.

6. Certificates of Insurance The OCIP Administrator will issue certificates of insurance for Commercial General Liability, Workers' Compensation/Employers' Liability, Excess Liability and other required coverages to the Construction Manager (if applicable), General Contractor and each Enrolled Subcontractor.

7. Insurance Policies The summary of coverages contained in this OCIP Manual is prepared for the convenience of those involved in the Project and should not be construed in any way as an exact and binding analysis of coverage. In case of any claim or question with respect to coverage, the original policies will prevail as the sole binding documents. Each Enrolled Contractor will receive a Workers' Compensation policy. Specimen General Liability and Excess Liability policies are available upon request.

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8. OCIP Insurance Premiums The Owner is responsible for the payment of the OCIP premium. All return insurance premiums, insurance dividends, or monies due or to become due in connection with the OCIP shall be to the benefit of the Owner and are hereby assigned to the Owner.

9. OCIP Cancellation, Termination or Modification Notwithstanding any other provision in this manual, it is the Owner's intent to keep the OCIP in force throughout the term of the Project. However, the Owner reserves the right to cancel, terminate or modify the OCIP or any portion thereof. To exercise this option, the Owner will provide 30 calendar days advance, written notice to all Insureds covered under the OCIP. Enrolled Contractors will be required to immediately affect replacement insurance coverage, equivalent to what is currently required for Offsite and Excluded Parties. The reimbursement for the cost of such replacement insurance will be calculated on a pro-rata portion of the Enrolled Contractors’ Form 2. Written evidence of such insurance must be provided to the Owner prior to the actual cancellation or termination date of the OCIP.

10. Contract Termination Upon completion of all their work at the Project Site, Contractors whose practice policies have been endorsed with a Designated Workplace Exclusion Endorsement, or similar language, should advise their broker/agent of their work completion and request the endorsement be deleted from their policies. The endorsement must be deleted prior to any Contractor undertaking warranty work at the Project Site.

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Section 8: Insurance Provided by the Contractors and all Subcontractors Enrolled Contractors and Excluded Parties will, at their own expense, carry and maintain at least the following insurance policies and minimum limits of liability on forms and with insurance companies acceptable to the Owner:

1. Business Automobile Liability Insurance All Enrolled Contractors and Excluded Parties must provide Automobile Liability insurance covering the operation, maintenance and use, loading and unloading of all owned, hired, and non-owned vehicles on or away from the Project Site. The policy shall be endorsed to name the Owner, and other entities as required by contract, as additional insureds, on a primary and non-contributing basis and shall be endorsed with a Waiver of Subrogation in favor of the Owner and other entities as required by contract. Such insurance will provide coverage not less than that of the standard Commercial Automobile Liability policy with combined single limits not less than:

- Operations in the Non-AOA* area: $ 2,000,000 - Operations in the AOA* area: $10,000,000 *AOA = Aircraft Operations Area

In accordance with Section 22-181(b) of Chapter 22, Code of Ordinances of the City of Atlanta, all vehicles requiring access to the restricted areas of the airport must be covered by an automobile liability policy in the minimum amount of ten million ($10,000,000) combined single limit for personal injury and property damage. The $10,000,000 limit of liability will also be imposed on any parties transporting workers, materials and/or equipment to the Airport site from parking lots or similar facilities.

Contractual liability, if not provided in the policy form, is to be provided by endorsement. If hazardous materials or waste are to be transported, the Commercial Automobile Liability

policy will be endorsed with the MCS-90 endorsement in accordance with the applicable legal requirements.

2. Workers’ Compensation and Employer’s Liability All Enrolled Contractors must have Workers' Compensation and Employer's Liability insurance covering all employees for injuries that occur away from the Project site or after project completion or OCIP termination or cancellation. Excluded Parties must provide this coverage for all operations relating to this Project. The policy must contain a waiver of subrogation endorsement in favor of the Owner and other entities as required by contract, and provide not less than the following limits:

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a. Workers' Compensation - Statutory Limits b. Employer's Liability - $1,000,000 Each Accident $1,000,000 Each Disease - Each Employee $1,000,000 Each Disease - Policy Limit Note that the Owner does not permit Workers’ Compensation Exemption Status.

3. Commercial General Liability Insurance All Enrolled Contractors must have General Liability insurance covering third party losses that occur away from the Project, and after Notice of Final Acceptance or OCIP termination or cancellation. Excluded Parties must provide this coverage for all operations relating to this Project. Coverage must be on an ISO Occurrence Form acceptable to Owner, and shall include, but not be limited to, Premises-Operations, Personal Injury, Blanket Contractual Liability, Property Damage (with exclusions K&L removed), Fire Legal Liability, Independent Contractors, explosion, collapse and underground, and Products/Completed Operations. Provided below are the minimum insurance limits required:

Limits All Parties $1,000,000 Each Occurrence $2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate* $1,000,000 Personal Injury and Advertising Liability $ 300,000 Damage to Premises Rented to You

*Including term up to 5 years after substantial completion 4. Umbrella/Excess Liability

The General Contractor Only: $10,000,000 Each Occurrence/Aggregate

Umbrella/Excess Liability insurance, insuring against bodily injury, personal and advertising injury, and property damage, and all other coverages as specified above (Employers' Liability, Commercial General Liability and Commercial Automobile Liability). Coverage must be follow form and must apply as excess of the scheduled underlying policies. The General Liability, Automobile Liability and Employers’ Liability limit requirement may be met by primary coverage or a combination of primary and Umbrella/Excess insurance.

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5. Aviation Liability If required by the Owner, All Enrolled Contractors and Excluded Parties must provide Aviation Liability insurance covering all owned, non- owned, and hired aircraft, used, operated, or hired by the Contractor or the applicable Subcontractor in connection with the Project, including bodily injury, property damage, and Passenger Liability with a minimum limit of $10,000,000 each occurrence.

6. Watercraft Liability If required by the Owner, All Enrolled Contractors and Excluded Parties must provide Watercraft Liability and/or Protection and Indemnity insurance covering all owned, non-owned, and hired watercraft, used, operated, or hired by the Contractor or Subcontractor in connection with the Project, including bodily injury with a minimum limit of $1,000,000 each occurrence.

7. Professional Liability (Architecture & Engineering Design Only) Per Claim Made and in the Aggregate $5,000,000

Contractor/Consultant shall procure and maintain during the life of this contract Professional Liability insurance, including a three year Extended Reporting Provision.

Owner reserves the right to provide this coverage and, should it elect to do so, will execute a deductive change order to remove the cost of this coverage from the contract price.

8. Qualifications of Insurers Each Insurer of an Enrolled Contractor or Excluded Party who provides any insurance coverage required by this section must meet each of the following requirements:

The Insurer must be authorized by the State of Georgia to transact property and/or casualty insurance business in the State of Georgia;

The Insurer must have an A.M. Best Policyholder Rating of a "A-" and a Financial Rating of "Class VIII" or higher.

9. Certificate of Insurance Prior to commencing any work at the Jobsite, all Enrolled Contractors and Excluded Parties must provide the Owner with a Certificate of Insurance. Failure of any party to provide such certificates of insurance will not be relief from the responsibility to carry and maintain such insurance. Certificates should be sent to the OCIP Administrator.

Coverage must include and Certificates of Insurance must evidence (see sample in forms section):

a) Reference to: City of Atlanta, Hartsfield-Jackson Atlanta International Airport

b) Additional Insured: shall include City of Atlanta and others as required by contract as additional Insureds (as respects General and Automobile Liability). Coverage must be primary and non-contributory.

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c) Waiver of Subrogation: shall obtain a waiver of subrogation in favor of City of Atlanta and others as required by contract (as respects Workers’ Compensation).

d) Notice of Cancellation: All required policies shall be endorsed to provide that notice of cancellation shall be given to Owner by insurance agent/broker or carrier, or if unavailable, Contractor/Subcontractor must provide Owner with thirty (30) days advance written notice of cancellation or non-renewal (ten (10) days in the event of cancellation for non-payment of premium).

e) The insurance requirements described in the OCIP manual are not intended to, and shall not in any way, limit or quantify the liabilities and obligations each Contractor assumes pursuant to its contract. The insurance requirements are an independent contract provisions and shall survive the termination or expiration of this contract or any subcontract.

10. Other Insurance Needed as Determined by Enrolled Contractors The OCIP, as previously outlined, is intended to afford broad coverage and relatively high limits of liability, but may not provide all the insurance needed. Enrolled Contractors should have their insurance agent, broker or consultant review the coverages and limits outlined herein for adequacy against your existing program. In order to eliminate duplicate insurance premiums, Enrolled Contractors should amend their insurance program to recognize coverage provided to them under this OCIP. It is suggested that Enrolled Contractors' General Liability and Workers' Compensation policies exclude coverage for this Jobsite only to the extent coverage is provided by the OCIP. In this manner, any broadened coverages or limits under the Enrolled Contractors’ insurance program will still be available to them. Any insurance for higher limits or other coverages that are required by the Contract, by law, or needed for the Enrolled Contractors’ protection must be purchased separately. Any premiums, deductibles or self-insured retentions under any additional coverages shall be borne by Enrolled Contractors.

Contractors’ policies of insurance covering their owned or leased machinery, watercraft, vehicles, tools, or equipment against physical loss or damage must include waiver of subrogation endorsements in favor of the Owner and the General Contractor, their employees, agents or assigns.

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Section 9: Enrolling in the OCIP WillCIP: Online Enrollment & Payroll Reporting System

Follow the instructions outlined in the WillCIP Online Enrollment & Payroll Reporting System Instructions document. A copy of the document can be obtained from the OCIP Administrator.

IMPORTANT NOTES

a) Use premium rates in force at the time of the Contract Award. These rates will be applied to the entire project period.

b) Comply with request from the OCIP Administrator for documentation (e.g. Workers’ Compensation, General Liability and Excess Liability Declaration and Rate Pages)

c) Accurately estimate payroll and/or receipts anticipated for this Contract (initial bid and all change orders) so as to develop an accurate estimate of insurance costs. At completion of your work, a final audit will be conducted of the actual payroll, receipts and insurance costs.

d) Maintain accurate and complete payroll records and timely submit to a payroll/receipts audit by the OCIP insurers and/or OCIP Administrator upon request. OCIP insurers have the right to audit payroll records annually, upon completion or work or upon policy expiration.

e) Accurately utilize valid classification codes as defined in the latest version of the NCCI (National Council on Compensation Institute) Scopes Manual. These will also be audited and will be subject to change by the OCIP Manager should the work being performed not coincide with the classification codes and rates submitted with the enrollment.

f) The Contractor hereby warrants the accuracy of the information provided to the OCIP Administrator and OCIP insurers; and agrees that the Owner, the OCIP Administrator and the OCIP insurers may audit the Contractor’s records at any time to confirm the accuracy of the information provided, including any changes in the work as referenced in the Contract.

g) Contractors or Subcontractors may not commence work on this Project until enrolment is complete which requires that a complete enrolment is submitted, approved and a certificate of insurance is provided by the OCIP Administrator to the Enrolled Contractor.

h) Enrollment is NOT automatic – Contractors are required to complete a separate enrolment for each project/contract under which they are performing work. Excluded Contractors (those not eligible to participate in the OCIP due to contract value or scope of services) are also required to submit OCIP forms and certificate of insurance evidencing coverages and limits required by the OCIP.

i) Failure to submit the completed forms and documentation to the OCIP Administrator within 30 days of the initial request may result in a delay of your monthly progress payments.

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j) Enrolled Contractors must submit monthly reports for payroll and receipts associated with Onsite work for this Project.

k) Payroll and receipts must be submitted separately for each contract awarded for this Owner.

l) If no work is performed at the site during the reporting period, a report must still be submitted using zeros for payroll and receipts.

m) Use of Class Code 8810 shall apply ONLY to Onsite clerical employees who remain in the Onsite trailer and do not walk the Project.

n) Use of Class Code 5606 shall apply ONLY to individuals dedicated full time to this Project site, who work mainly inside the Onsite trailer and supervise through foreman. Those who directly supervise work must be classified under the governing (majority) class code. Individuals classified under 5606 may not have their time split with another class code.

o) Monthly Payroll and Receipts Reports are due by the 10th of each month.

Failure to promptly provide payroll information will result in a delay of your monthly progress payments.

Certificate of Insurance

a) Provide a Certificate of Insurance including coverages and wording (as shown) with the actual limits on Certificate of Insurance. (See example in Forms Section). A current certificate of insurance must be provided for each policy period.

b) Upload Certificate in the WillCIP system or submit to: Crystal Burley, JLM Risk Management Group [email protected]

Notice of Completion Form

a) Each Enrolled Contractor will submit a Notice of Completion Form, once the Enrolled Contractor has completed all of its work (including punch-list items).

b) Submit to: Crystal Burley, JLM Risk Management Group [email protected]

20


Section 10: Forms 1. Acord – Certificate of Liability Insurance (Sample)

2. Notice of Completion Form (Sample)

21


CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYY)

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER INSURANCE AGENT’S NAME ADDRESS CITY, STATE ZIP CODE TELEPHONE NO. (INCLUDING AREA CODE)

CONTACT NAME: PHONE (A/C, No. Ext):

FAX (A/C, No):

E-MAIL ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC#

INSURED YOUR COMPANY NAME ADDRESS CITY, STATE, ZIP CODE TELEPHONE NO. (INCLUDING AREA CODE)

INSURER A : ABC Insurance Company INSURER B : DEF Insurance Company INSURER C : GHI Insurance Company INSURER D : JKL Insurance Company INSURER E : INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR

TYPE OF INSURANCE

ADDL INSR

SUBR WVD POLICY NUMBER POLICY EFF

(MM/DD/YYY) POLICY EXP (MM/DD/YY)

LIMITS

A

GENERAL LIABILITY X

X

Policy Number

MO/DAY/YR

MO/DAY/YR

EACH OCCURRENCE $1,000,000

X COMMERCIAL GENERAL LIABILITY DAMAGES TO RENTED PREMISES(Ea occurrence)

$300,000

CLAIMS-MADE X OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN’L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000

X POLICY PRO- JECT LOC

B

AUTOMOBILE LIABILITY X

X

Policy Number

MO/DAY/YR

MO/DAY/YR

COMBINED SINGLE LIMIT (Ea accident)

*See Limits at Left

X ANY AUTO BODILY INJURY(Per person) $

X ALL OWNED AUTOS SCHEDULED

AUTOS BODILY INJURY(Per accident) $

X HIRED AUTOS X NON-OWNED AUTOS

PROPERTY DAMAGE (Per accident) $

$

C

X UMBRELLA LIAB Policy Number

MO/DAY/YR

MO/DAY/YR

EACH OCCURRENCE $10,000,000

X EXCESS LIAB CLAIMS-MADE AGGREGATE (GC ONLY) DED RETENTION $

D

WORKERS COMPENSATION AND EMPLOYERS ‘ LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below

Y/N

N/A

X

Policy Number

MO/DAY/YR

MO/DAY/YR

X WC Statutory Limits OTH-

ER E.L. EACH ACCIDENT $1,000,000

E.L. DISEASE – EA EMPLOYEE

$1,000,000

E.L. DISEASE – POLICY LIMIT

$1,000,000

OTHER – Refer to OCIP Manual

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Re: City of Atlanta, Hartsfield-Jackson Atlanta International Airport. City of Atlanta and others as required by contract are included as Additional Insureds as respects General Liability and Automobile Liability. Coverage is primary and non-contributory. Waiver of Subrogation in favor of City of Atlanta and others as required by contract as respects Workers Compensation. Umbrella shall follow form.

CERTIFICATE HOLDER CANCELLATION City of Atlanta 68 Mitchell Street, Suite 9100 Atlanta, GA. 30303 [email protected]

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE

---------------SIGNATURE REQUIRED-----------------------

*Auto Liability Limit requirements AOA = Aircraft Operations Area

Operations in NON-AOA $ 2,000,000 Combined Single Limit Operations in AOA $10,000,000 Combined Single Limit

22


CITY OF ATLANTA Hartsfield-Jackson Atlanta International Airport NOTICE OF COMPLETION FORM

Date: From:

(your company name) Contact Name: Telephone No: Email Address:

Please be advised that the following Enrolled Contractor is scheduled to complete work.

Subcontractor: Contract Number: Contact/Title: Telephone No: Email Address: Work Description:

Final Contract Value: Final Payroll Start Date: Completion Date: Name of lower-tiered Subcontractors, if any, which are included in this work: Is this the only contract for this Contractor at this project? Yes No If no, please list: Signed by: Title: Date:

PLEASE SUBMIT TO: Crystal Burley, OCIP Administrator, JLM Risk Management Group E-Mail Address: [email protected]

23


Section 11: Claims Administration Claims Reporting

All Workers’ Compensation, General Liability and Builders’ Risk claims, including incidents, accidents and unusual circumstances which may reasonably be expected to develop into claims against OCIP policies, must be reported by Contractors and/or subcontractors as soon as possible. All accidents and incidents must be reported no later than the close of business on the date of the occurrence. Reports may be made by telephone or email to the contacts listed below.

Following any accident or incident, basic scene investigation should be undertaken by any involved Contractor’s safety representative to establish the facts of the accident and to assist in the OCIP carrier’s claims adjustment process.

Determine what happened and write it down Take photographs and/or measurements, as applicable Identify all involved parties, including witnesses and obtain contact information Record date(s), time(s) and weather conditions Preserve and protect physical evidence Maintain complete confidentiality Cooperate fully with the OCIP Carrier’s adjuster

Send Copies of all Claims Reports to:

OCIP Claims Consultant: David Simmons, 404-224-5062 [email protected]

OCIP Administrator: Crystal Burley, 404-766-8715 [email protected]

OCIP Safety Director: Linis Alston, 404-465-0723 [email protected]

24


Claim and Accident Reporting Procedures

The immediate reporting of all circumstances which might lead to or involve a CLAIM is a requirement and non-compliance may jeopardize coverage. Refer questions to the Owner’s Construction Manager and or the Owner’s insurance carrier. The following are minimum requirements for specific circumstances:

Fatal and Serious Accidents (Employees and members of the public) Secure emergency medical services. Telephone in the following order: a. OCIP Safety Director at the phone number listed in the Directory b. Construction Manager

Workers’ Compensation – An Employer’s First Report of Injury report shall be completed for all employees becoming injured or sick during the course of employment. Original and one copy to OCIP Safety Director at the email address listed in the Directory Two Copies to Construction Manager One Copy for Contractor’s Records

General Liability Insurance – A Claims Report shall be completed when any member of the public is injured and/or his/her property is damaged, and when injury occurs to personnel or property of other Contractors and/or Subcontractors. Original and one copy to OCIP Safety Director at the email address listed in the Directory Two Copies to Construction Manager One Copy for Contractor’s Records

All Risk Course of Construction (sometimes referred to as Builders’ Risk) – A Claims Report shall be completed when physical damage occurs to any part of the construction works, from whatever cause. Original to OCIP Safety Director at the email address listed in the Directory Two Copies to Construction Manager One Copy for Contractor’s Records

Automobile Insurance – A Claims Report shall be completed when there is any accident/incident involving an automobile. Original and one copy to OCIP Safety Director at the email address listed in the Directory Two Copies to Construction Manager One Copy for Contractor’s Records

© 1993-2013 ACORD CORPORATION. All rights reserved.Page 1 of 5REPRINTED WITH PERMISSION OF IAIABC

The ACORD name and logo are registered marks of ACORD

INITIAL TREATMENT

NO MEDICAL TREATMENT

MINOR: BY EMPLOYER

MINOR CLINIC / HOSP

EMERGENCY CARE

OVERNIGHT HOSPITALIZATIONFUTURE MAJOR MEDICAL/LOST TIME ANTICIPATED

HOSPITAL OR OFFSITE TREATMENT (NAME & ADDRESS)

DATE RETURN(ED) TO WORK

PHYSICIAN / HEALTH CARE PROVIDER (NAME & ADDRESS)

WITNESS NAME:PHONE(A/C, No, Ext):

WITNESS NAME:PHONE(A/C, No, Ext):

EXPOSURE OCCURREDWORK PROCESS THE EMPLOYEE WAS ENGAGED IN WHEN ACCIDENT OR ILLNESS

EXPOSURE OCCURREDSPECIFIC ACTIVITY THE EMPLOYEE WAS ENGAGED IN WHEN THE ACCIDENT OR ILLNESS

OR ILLNESS EXPOSURE OCCURREDALL EQUIPMENT, MATERIALS, OR CHEMICALS EMPLOYEE WAS USING WHEN ACCIDENTDEPARTMENT OR LOCATION WHERE ACCIDENT OR ILLNESS EXPOSURE OCCURRED

DATE PREPARED PREPARER'S NAME TITLE PHONE NUMBER

OCCURRENCE / TREATMENT

TYPE OF INJURY / ILLNESS CODE * PART OF BODY AFFECTED CODE *

CAUSE OF INJURY CODE *

DATE ADMINISTRATOR NOTIFIED

INJURED THE EMPLOYEE OR MADE THE EMPLOYEE ILLHOW INJURY OR ILLNESS / ABNORMAL HEALTH CONDITION OCCURRED. DESCRIBE THE SEQUENCE OF EVENTS AND INCLUDE ANY OBJECTS OR SUBSTANCES THAT DIRECTLY

WERE SAFEGUARDS OR SAFETY EQUIPMENT PROVIDED? (Y / N)

WERE THEY USED? (Y / N)

IF FATAL, GIVE DATE OF DEATH

DID INJURY / ILLNESS EXPOSUREOCCUR ON EMPLOYER'S PREMISES? (Y / N)

PART OF BODY AFFECTEDTYPE OF INJURY / ILLNESSCONTACT NAME

PHONE(A/C, No, Ext):

DATE DISABILITY BEGANLAST WORK DATE DATE EMPLOYER NOTIFIEDTIME OF OCCURRENCE AM

PMCANNOT BEDETERMINED

DATE OF INJURY / ILLNESSTIME EMPLOYEEBEGAN WORK AM

PM

AGENT NAME: AGENT CODE NUMBER:

POLICY / SELF-INSURED NUMBER

CHECK IF APPROPRIATE

SELF INSURANCE

POLICY PERIOD

TO

CLAIMS ADMINISTRATOR (NAME AND ADDRESS)


CARRIER (NAME AND ADDRESS)


CARRIER / CLAIMS ADMINISTRATOR

CARRIER FEIN * ADMINISTRATOR FEIN *

NCCI CLASS CODE *

NAME (LAST, FIRST, MIDDLE) DATE OF BIRTH SOCIAL SECURITY NUMBER DATE HIRED STATE OF HIRE

MARITAL STATUS

UNKNOWN

UNMARRIED/SINGLE/DIVORCED

MARRIED

SEPARATED

SEX

MALE

FEMALE

UNKNOWN

ADDRESS (INCL ZIP)

E-MAIL ADDRESS:PHONE # OF DEPENDENTS

OCCUPATION / JOB TITLE

EMPLOYMENT STATUS

# DAYS WORKED / WEEK FULL PAY FOR DAY OF INJURY? (Y / N)

DID SALARY CONTINUE? (Y / N)

EMPLOYEE / WAGE

AVERAGE WEEKLYWAGES

OTHER:

MONTH

WEEK

DAYPER:

RATE

WORKERS' COMPENSATION - FIRST REPORT OF INJURY OR ILLNESS

OSHA CASE NUMBERINSURED REPORT NUMBER

EMPLOYER'S LOCATION ADDRESS (IF DIFFERENT)

PHONE #LOCATION #:

CARRIER / ADMINISTRATOR CLAIM NUMBER * REPORT PURPOSE CODE *

JURISDICTION * JURISDICTION LOG NUMBER *

INDUSTRY CODE

EMPLOYER (NAME & ADDRESS INCL ZIP)

EMPLOYER FEIN

IAIABC 1A-1 (1/1/02)ACORD 4 (2013/01)

ACORDs provided by Forms Boss. www.FormsBoss.com; (c) Impressive Publishing 800-208-1977

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EMPLOYEE SIGNATURE:

APPLICABLE IN ALASKA

For your protection, Arizona law requires the following statement to appear on this form. Any person who knowingly presents a false orfraudulent claim for payment of a loss is subject to criminal and civil penalties.

Any person or entity who willfully and knowingly makes any material false statement or representation or who willfully and knowinglyomits or conceals any material information, or who willfully and knowingly employs any device, scheme or artifice for the purpose ofobtaining any benefit or payment, or for the purpose of defeating or wrongfully decreasing any claim for benefit or payment orobtaining or avoiding workers' compensation coverage or avoiding payment of the proper insurance premium (or who aids and abetsfor either said purpose), under this chapter shall be guilty of a Class D. felony.

It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose ofdefrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages.Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts orinformation to a policy holder or claimant for the purpose of defrauding or attempting to defraud the policy holder or claimant withregard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within theDepartment of Regulatory Agencies.

APPLICABLE IN CONNECTICUT

Any person who knowingly and with intent to injure, defraud, or deceive any Insurer, files a statement of claim containing any false,incomplete or misleading information is guilty of a felony. The lack of such a statement shall not constitute a defense againstprosecution under this section. *Delaware Statutes Regulations: Del #C Section 913(B)

APPLICABLE IN FLORIDA

APPLICABLE IN HAWAII

APPLICABLE IN CALIFORNIA

A person who knowingly and with intent to injure, defraud, or deceive an insurance company files a claim containing false, incomplete,or misleading information may be prosecuted under state law.

APPLICABLE IN ARIZONA

APPLICABLE IN ARKANSAS

Any person who makes or causes to be made any knowingly false or fraudulent material statement or material representation for thepurpose of obtaining or denying workers compensation benefits or payments is guilty of a felony.

APPLICABLE IN COLORADO

This form must be completed in its entirety. Any person who intentionally misrepresents or intentionally fails to disclose any materialfact related to a claimed injury may be guilty of a felony.

APPLICABLE IN DELAWARE AND OKLAHOMA

Pursuant to S. 817.234, Florida Statutes, any person who, with the intent to injure, defraud, or deceive any insurer or insured,prepares, presents, or causes to be presented a proof of loss or estimate of cost or repair of damaged property in support of a claimunder an insurance policy knowing that the proof of loss or estimate of claim or repairs contains any false, incomplete, or misleadinginformation concerning any fact or thing material to the claim commits a felony of the third degree, punishable as provided inS. 775.082, S. 775.083, or S. 775.084, Florida Statutes.

For your protection, Hawaii law requires you to be informed that presenting a fraudulent claim for payment of a loss or benefit is acrime punishable by fines or imprisonment, or both.

Warning: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any otherperson. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits, if false informationmaterially related to a claim was provided by the applicant.

APPLICABLE IN THE DISTRICT OF COLUMBIA

ACORD 4 (2013/01)

Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly presents falseinformation in an application for insurance is guilty of a crime and may be subject to restitution fines or confinement in prison, or anycombination thereof.

APPLICABLE IN ALABAMA

of 5

Any person who, with purpose to injure, defraud or deceive any insurance company, files a statement of claim containing any false,incomplete or misleading information is subject to prosecution and punishment for insurance fraud, as provided in RSA 638:20.

Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an application or files aclaim containing a false or deceptive statement is guilty of insurance fraud.

It is a crime to knowingly provide false, incomplete or misleading information to any party to a workers compensation transaction forthe purpose of committing fraud. Penalties include imprisonment, fines and denial of insurance benefits.

Any person who knowingly presents false or fraudulent underwriting information, files or causes to be filed a false or fraudulent claimfor disability compensation or medical benefits, or submits a false or fraudulent report or billing for health care fees or otherprofessional services is guilty of a crime and may be subject to fines and confinement in state prison.

Any person who knowingly presents a false or fraudulent claim for the payment of a loss is guilty of a crime and may be subject tofines and confinement in state prison.

Pursuant to NRS 686A.291, any person who knowingly and willfully files a statement of claim that contains any false, incomplete ormisleading information concerning a material fact is guilty of a felony.

APPLICABLE IN MINNESOTA

APPLICABLE IN INDIANAA person who knowingly and with intent to defraud an insurer files a statement of claim containing any false, incomplete, or misleadinginformation commits a felony.

APPLICABLE IN MARYLAND

A person who files a claim with intent to defraud or helps commit a fraud against an insurer is guilty of a crime.

APPLICABLE IN NEVADA

APPLICABLE IN NEW HAMPSHIRE

APPLICABLE IN OHIO

APPLICABLE IN TENNESSEE

APPLICABLE IN TEXAS

APPLICABLE IN UTAH

APPLICABLE IN WASHINGTON

EMPLOYEE SIGNATURE:

It is a crime to knowingly provide false, incomplete, or misleading information to an insurance company for the purpose of defraudingthe company. Penalties include imprisonment, fines and denial of insurance benefits.

APPLICABLE IN KENTUCKY, LOUISIANA, MAINE, MICHIGAN, NEW JERSEY, NEW MEXICO, NEW YORK,NORTH DAKOTA, PENNSYLVANIA, RHODE ISLAND, SOUTH DAKOTA, VIRGINIA AND WEST VIRGINIA

Any person who knowingly and with intent to defraud any insurance company or another person files a statement of claim containingany materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits afraudulent insurance act, which is a crime, and subjects the person to criminal and [NY: substantial] civil penalties. In LA, ME and VA,insurance benefits may also be denied.

Any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that itwill be presented to or by an insurer, purported insurer, broker or any agent thereof, any written statement as part of, or in support of,an application for the issuance of, or the rating of an insurance policy for personal or commercial insurance, or a claim for payment orother benefit pursuant to an insurance policy for commercial or personal insurance which such person knows to contain materiallyfalse information concerning any fact material thereto; or conceals, for the purpose of misleading, information concerning any factmaterial thereto commits a fraudulent insurance act.

APPLICABLE IN KANSAS

Any person who knowingly or willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly or willfullypresents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

ACORD 4 (2013/01)

APPLICABLE IN IDAHOAny person who knowingly and with the intent to injure, Defraud, or Deceive any Insurance Company Files a Statement of ClaimContaining any False, Incomplete or Misleading information is Guilty of a Felony.

INDUSTRY CODE:

DEPARTMENT OR LOCATION WHERE ACCIDENT OR ILLNESS EXPOSURE OCCURRED:(eg. Maintenance Department or Client's office at 452 Monroe St., Washington, DC 26210)

If the accident or illness exposure did not occur on the employer's premises, enter address or location. Bespecific.

PART OF BODY AFFECTED:Indicate the part of body affected by the injury/illness, (eg. Right forearm, lower back).

TYPE OF INJURY / ILLNESS:Briefly describe the nature of the injury or illness, (eg. Lacerations to the forearm).

CONTACT NAME / PHONE NUMBER:Enter the name of the individual at the employer's premises to be contacted for additional information.

DATE DISABILITY BEGAN:The first day on which the claimant originally lost time from work due to the occupation injury or disease oras otherwise deigned by statute.

EMPLOYMENT STATUS:Indicate the employee's work status. The valid choices are:Full-Time On Strike Unknown VolunteerPart-Time Disabled Apprenticeship Full-Time SeasonalNot Employed Retired Apprenticeship Part-Time Piece Worker

OCCUPATION / JOB TITLE:This is the primary occupation of the claimant at the time of the accident or exposure.

AGENT NAME & CODE NUMBER:Enter the name of your insurance agent and his/her code number if known. This information can be found onyour insurance policy.

CLAIMS ADMINISTRATOR:Enter the name of the carrier, third party administrator, state fund, or self-insured responsible for administer-ing the claim.

CARRIER:The licensed business entity issuing a contract of insurance and assuming financial responsibility on behalfof the employer of the claimant.

DATES:Enter all dates in MM/DD/YY format.

EMPLOYER'S INSTRUCTIONS

DO NOT ENTER DATA IN FIELDS MARKED *

This is the code which represents the nature of the employer's business which is contained in the StandardIndustrial Classification Manual or the North American Industry Classification System published by the FederalOffice of Management and Budget.

OSHA CASE NUMBER:Transfer the case number from the OSHA 300 log after you record the case there.

Page 4 of 5ACORD 4 (2013/01)

DATE RETURN(ED) TO WORK:Enter the date following the most recent disability period on which the employee returned to work.

HOW INJURY OR ILLNESS / ABNORMAL HEALTH CONDITION OCCURRED. DESCRIBE THE SEQUENCE OF EVENTSAND INCLUDE ANY OBJECTS OR SUBSTANCES THAT DIRECTLY INJURED THE EMPLOYEE OR MADE THEEMPLOYEE ILL:

(Worker stepped back to inspect work and slipped on some scrap metal. As worker fell, worker brushedagainst the hot metal.)

Describe how the injury or illness / abnormal health condition occurred. Include the sequence of events andname any objects or substance that directly injured the employee or made the employee ill. For example:Worker stepped to the edge of the scaffolding to inspect work, lost balance and fell six feet to the floor. Theworker's right wrist was broken in the fall.

WORK PROCESS THE EMPLOYEE WAS ENGAGED IN WHEN ACCIDENT OR ILLNESS EXPOSURE OCCURRED:Describe the work process the employee was engaged in when the accident or illness exposure occurred,such as building maintenance. Enter "NA" for not applicable if employee was not engaged in a work process(eg. walking along a hallway).

SPECIFIC ACTIVITY THE EMPLOYEE WAS ENGAGED IN WHEN THE ACCIDENT OR ILLNESS EXPOSUREOCCURRED:

(eg. Cutting metal plate for flooring)

Describe the specific activity the employee was engaged in when the accident or illness exposure occurred,such as sanding ceiling woodwork in preparation for painting.

ALL EQUIPMENT, MATERIAL OR CHEMICALS EMPLOYEE WAS USING WHEN ACCIDENT OR ILLNESS EXPOSUREOCCURRED:

(eg. Acetylene cutting torch, metal plate)

List all of the equipment, materials, and/or chemicals the employee was using, applying, handling or operat-ing when the injury or illness occurred. Be specific, for example: decorator's scaffolding, electric sander,paintbrush, and paint.

Enter "NA" for not applicable if no equipment, materials, or chemicals were being used. NOTE: The itemslisted do not have to be directly involved in the employee's injury or illness.

Page 5 of 5ACORD 4 (2013/01)

30


FORM – GENERAL LIABILITY CLAIMS REPORT PROJECT NAME/DESCRIPTION: PROJECT/CONTRACT #

CONTRACTORS NAME:

NAME OF PERSON REPORTING PHONE# FAX# EMAIL

ACCIDENT / INCIDENT INFORMATION DATE OF ACCIDENT / INCIDENT: TIME OF ACCIDENT / INCIDENT: AM PM DATE NOTIFIED:

ADDRESS OR LOCATION WHERE ACCIDENT / INCIDENT OCCURRED (BE SPECIFIC):

WERE THE POLICE CONTACTED? YES NO REPORT NUMBER

BRIEF DESCRIPTION OF ACCIDENT / INCIDENT (Use a separate sheet and diagram if necessary)

CLAIMANT INFORMATION CLAIMANT NAME HOME PHONE# WORK PHONE# EMAIL

ADDRESS INJURED PARTY IS MALE FEMALE

INJURY INFORMATION WERE ANY INJURIES INCURRED? YES NO IF INJURY OCCURRED, GIVE BRIEF DESCRIPTION:

WHAT INITIAL TREATMENT DID THE CLAIMANT RECEIVE? (FIRST AID, EMERGENCY, ETC)

WITNESS INFORMATION WITNESS NAME HOME PHONE# WORK PHONE# EMAIL

ADDRESS

WITNESS NAME HOME PHONE# WORK PHONE# EMAIL

ADDRESS

WITNESS NAME HOME PHONE# WORK PHONE# EMAIL

ADDRESS

31


ADDITIONAL COMMENTS

DIAGRAM (SHOW NORTH/SOUTH): PERSON COMPLETING REPORT NAME: TITLE: DATE: SIGNATURE: PROJECT MANAGER NAME: TITLE: DATE:

ADDRESS PHONE# FAX# EMAIL

SIGNATURE:

City of Atlanta, Department of Aviation Atlanta Hartsfield International Airport Expansion Project

Insurance Program

Insurance Information Form (Page 1) Contractor Name: Subcontractor To (if applicable): Address: Phone: Project Name: ______________________ Contract No.:_________________ Contract Amount: ____________________ Est. Payroll: $ _______________ Est. Start Date: _____________________ Est. End Date:_______________ I. Workers’ Compensation Information (Project Site Only):

(See next two pages for classification codes).

Current Rate x Payroll Classifications W. C. Code Per $100 of

Payroll Premium 1. __________________ ____________ $__________ X $________ = $________ 2. __________________ ____________ $__________ X $________ = $________ 3. __________________ ____________ $__________ X $________ = $________ 4. __________________ ____________ $__________ X $________ = $________ 5. __________________ ____________ $__________ X $________ = $________ (Attach Worksheet if more than five codes are used) Totals: $_________ $________ Experience Modifier: X Modifier Premium: Employers’ Liability (Coverage One -B): + Total Modified Premiums: $ Regular Workers’ Compensation Insurer: _Experience Rating Date (Policy Effective Date): _Interstate Bureau I.D. # _Federal Employer I.D.#

City of Atlanta, Department of Aviation Atlanta

Hartsfield International Airport Expansion Project Insurance Program

Insurance Information Form (Page 2)

Current Rate x Payroll

Classifications GL Code Per $100/$1000 of Payroll Premium

II. General Liability: $ ______ X $________ = $____________

III. Excess/Umbrella Liability $ ______ X $________ = $____________

IV. Completed Operations (Five Years) $ ______ X $________ = $____________

V. Lower-Tier Contractor Premium (Excluding Auto): = $____________

VI. Total Premium (I+II+III+IV+V): $____________

VII. Overhead and Profit on Insurance Premiums: + $

VIII. Total Amount Excluded from Bid (VI + VII): $

Agreement: Contractor agrees to permit the City of Atlanta or its Agent to inspect the insurance policies and payroll records used in determining the premium cost outlined above. (As per the General Conditions of the Contract). Signed by:_______________________________ Title:__________________________ Print Name: ______________________________ Date:_________________________ Contractor’s Insurance Broker or Agent: Name:__________________________________ Contact: _______________________ City:____________________________________ Phone: _______________________

(Include Area Code)

Workers’ Compensation Classification Codes

Code Description 8601 Architect, or Engineer – Consulting 5188 Automatic Sprinkler Head Installation 5190 Cable Installation and Drivers 5403 Carpentry 5437 Carpentry-Trim and Cabinet 5610 Cleaner-Debris Removal 8810 Clerical Office Employees 5213 Concrete Construction 5221 Concrete or Cement Work-Floors, Driveways, Yards or Sidewalks and Drivers 6325 Conduit Construction – For Cables or Wires, and Wires and Drivers 5606 Contractor – Executive Supervisor 6229 Drainage or Irrigation System Construction, and Drivers 6204 Drilling NOC and Drivers 3724 Electrical Apparatus Installation or Repair, and Drivers 7538 Electrical light or Power Line Construction, and Drivers 5190 Electrical Wiring 5160 Elevator Erection or Repair 6217 Grading or Land, and Drivers 6400 Fence Erection – Metal 9521 Floor Covering Installation 6319 Gas, Steam, or Water Main Connection, and Drivers 5462 Glaziers – Away from Shop 6217 Grading or Land, and Drivers 5479 Insulation Work NOC 5057 Iron and Steel Erection 6229 Irrigation System Construction 0042 Landscape Gardening 5022 Masonry 3724 Milwright work, and Drivers 6003 Pile Driving 5183 Plumbing, and Drivers 7219 Rigging, and Drivers 6306 Sewer Construction – All Preparation, and Drivers Code Description

5538 Sheet Metal Work – Shop and Outside, and Drivers 5703 Shoring (including Sheeting, Bracing, Decking, etc.) 3726 Tank Erection or Repair – Metal – Within Buildings 5445 Wallboard Installation

Other

EXHIBIT D.1: FORM OF PERFORMANCE & PAYMENT

BONDS

FC-9277 | Exhibit D.1: Form of Performance & Payment Bonds |Page 1 of 8

EXHIBIT D-1: PERFORMANCE AND PAYMENT BONDS

1. At, or prior to, Service Provider’s execution of the Agreement, Service Provider must, at its own expense, deliver to the City a Performance and a Payment Bond each in an amount equal to one hundred percent (100%) of the first year’s contract value as specified in the Agreement, naming the City as co-obligee and issued by a surety company or companies in such form as approved by the City’s Attorney as attached hereto at Exhibit D-1. The bonds must be renewed annually at one hundred percent (100%) of the then current year’s contract value as specified in the Agreement. The bonds must be kept in full force and effect during the Term and any renewals. In lieu of a Performance Bond, Service Provider may submit to the City an Irrevocable Letter of Credit in a form acceptable to City, in its sole discretion.

2. The bonds must be issued as security for the faithful performance of this Agreement, including, maintenance and guarantee provisions, its covenants, stipulations and agreements of the Agreement, the payment of all bills and obligations arising out of the performance its obligations under the Agreement, which bills and obligations might or would in any manner become a claim against the City, and guaranteeing all services and work set forth in the Agreement against faulty materials or poor workmanship, or both, in accordance with any warranty provisions of the Agreement.

3. The surety company issuing the bonds must give the City notice in writing by registered mail at least sixty (60) days prior to an anniversary date of the bonds of its intention not to renew or to terminate the bonds.

4. A Corporate Surety that is satisfactory to City, authorized to do business in the State of Georgia, and listed in the latest issue of U.S. Treasury Circular 570 must execute the bonds.

5. An agent of the Surety residing in the State of Georgia must execute the bonds. The date of the Bonds must be the same as the date of execution of the Agreement by City. The Surety must appoint an agent for service in Atlanta, Georgia upon whom all notices must be shown on each Bond. The person executing the Bonds on behalf of the Surety must file with the Bonds a general power of attorney unlimited as to amount and type of Bonds covered by such power of attorney, and certified to by an official of said Surety. The Bonds must be on forms provided by City. The Agreement will not be executed by City until after the approval of the Bonds by City's Attorney.


EXHIBIT D-1

ATTACHMENT 1

Performance Bond

INSTRUCTIONS 1. This form is required for use in connection with the Agreement identified on its face. There shall

be no deviation from this form without approval by the City. 2. The full legal name and business address of the Principal shall be inserted in the space

designated "Principal" on the face of the form. The bond shall be signed by an authorized person. Where such person is signing in a representative capacity (e.g., an attorney-in-fact), but is not a member of the firm, partnership, or joint venture, or an office of the corporation involved, evidence of this authority must be furnished.

3. Corporation executing the bond as surety must be among those appearing on the U.S. Treasury

Department's most current list of approved sureties and must be acting within the amounts and limitations set forth therein.

4. Corporate surety shall be duly authorized by the Commissioner of Insurance of the State of Georgia

to transact surety business in the State of Georgia. 5. Do not date this bond. The City will date this bond the same date or later than the date of the Agreement. 6. The Surety shall attach a duly authorized power-of-attorney authorizing signature on its behalf of

any attorney-in-fact. 7. Corporations executing the bond shall affix their corporate seals. Individuals shall execute the

bond opposite the word "Seal." 8. The name of each person signing this bond shall be typed or printed in the space provided.


Performance Bond KNOW ALL MEN BY THESE PRESENTS: That ___________________________________________________________________ as principal (“Principal), (Legal Name and Address) and ___________________________________________ as surety ("Surety"), are held and firmly bound unto the (Legal Title and Address of Surety) CITY OF ATLANTA as Obligee ("Owner"), in the amount of ___________________________________DOLLARS ($_______________), to which payment Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into an Agreement with the Owner bearing date of _______________________ and in the same monetary amount of this bond for: FC-9277 Plane Train West Extension Phase I Progressive Design Build accordance with drawings and specifications prepared by: ________________________________________which said (Full Name and Title) Contract and Task Order are incorporated herein by reference and made a part hereof, and is hereinafter referred to as the Contract. NOW THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if the Principal shall promptly and faithfully perform and comply with the terms and conditions of said contract; and shall indemnify and save harmless the Owner against and from all cost, expenses, damages, injury or loss to which said Owner may be subjected by reason of any negligent act or omission, including patent infringement, misconduct, want of care or skill, default or failure of performance on the part of said Principal, his agents, subcontractors, materialmen or employees, in the execution or performance of said Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect. (1) The said Surety to this bond, for value received, hereby stipulates and agrees that no change or changes,

extension of time or extensions of time, alteration or alterations or addition or additions to the terms of the Contract or to the work to be performed thereunder, or the specifications or drawings accompanying same, or the exercise of the Owner’s right to do work, shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change or changes, extension of time or extensions of time, alteration or alterations or addition or additions to the terms of the Contract or to the Work or to the specifications or drawings. In addition the Surety to this bond, for value received, hereby agrees to the provisions of the Agreement for increases in the penal amount of this bond and waives notice from the Owner of any such changes, as set forth in the Contract Documents.

(2) If pursuant to the Contract Documents the Principal shall be declared in default by the Owner under the aforesaid

Contract, the Surety shall promptly perform this bond agreement in accordance with its terms and conditions. It shall be the duty of the Surety to give an unequivocal notice in writing to the Owner, within twenty-five (25) days after receipt of a declaration of default, of the Surety's election to either remedy the default or defaults promptly or to perform the Contract promptly, time being of the essence. In said notice of election, the Surety shall indicate the date on which the remedy or performance will commence, and it shall then be the duty of the Surety to give prompt notice in writing to the Owner immediately upon completion of (a) the remedy and/or correction of each default, (b) the remedy and/or correction or each item of defective work, (c) the furnishing of each omitted item of work, and (d) the performance of the Contract. The Surety shall not assert its Principal as justification for its failure to give notice of election or for its failure to promptly remedy the default or defaults or perform the Contract.

(3) It is expressly agreed by the Principal and the Surety that the Owner, if he desires to do so, is at liberty to make

inquiries at any time of subcontractors, laborers, materialmen, or other parties concerning the status of payments for labor, materials, or services furnished in the prosecution of the work.

(4) No right of action shall accrue on this bond to or for the use of any person or corporation other than the Owner

named herein or the legal successors of the Owner.


(5) For the purposes of this bond, the name and address of the Authorized Agent of the Owner to whom correspondence and telecommunications may be addressed and/or with whom business concerning this bond may be conducted will be as follows:

____Mr. Franklin Rucker___________________________________________ 1255 South Loop Road ____________________________________________________________ College Park, GA 30337 _____________________________________________________________ (6) Further, this bond shall be the Performance Bond furnished under O.C.G.A. §§ 36-91-70, et seq. and shall be

subject to increase in the penal amount of the bond pursuant to such statutes of the Agreement.


Approved as to form:

_______________________

Senior Assistant City Attorney

Contractor

Corporate Surety:

_______________________

Surety Name (Type)

By:_____________________

Attorney-In-Fact (Sign)

Name:__________________

Attorney-In-Fact (Type)

(Seal)

Signature:__________________________

Name:_____________________________

Title:_______________________________

ATTEST:

__________________________________

SECRETARY/ASST. SECRETARY



EXHIBIT D-1

ATTACHMENT 2

Payment Bond

INSTRUCTIONS

1. This form is required for use in connection with the Agreement identified on its face. There shall

be no deviation from this form without approval by the City. 2. The full legal name and business address of the Principal shall be inserted in the space

designated "Principal" on the face of the form. The bond shall be signed by an authorized person. Where such person is signing in a representative capacity (e.g., an attorney-in-fact), but is not a member of the firm, partnership, or joint venture, or an office of the corporation involved, evidence of this authority must be furnished.

3. Corporation executing the bond as surety must be among those appearing on the U.S. Treasury

Department's most current list of approved sureties and must be acting within the amounts and limitations set forth therein.

4. Corporate surety shall be duly authorized by the Commissioner of Insurance of the State of Georgia

to transact surety business in the State of Georgia. 5. Do not date this bond. The City will date this bond the same date or later than the date of the Agreement. 6. The Surety shall attach a duly authorized power-of-attorney authorizing signature on its behalf

of any attorney-in-fact. 7. Corporations executing the bond shall affix their corporate seals. Individuals shall execute the

bond opposite the word "Seal." 8. The name of each person signing this bond shall be typed or printed in the space provided.


Payment Bond

KNOW ALL MEN BY THESE PRESENTS: That__________________________________________________________________________as Principal (“Principal) and (Legal Title and Address) ________________________________________________________as Surety (“Surety”) are held and firmly bound unto the (Legal Name and Address of the Surety)

CITY OF ATLANTA as Obligee ("Owner") in the amount of: __________________________________________DOLLARS (Insert Contract Price)

($____________________________), to which payment Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into an Agreement with the Owner bearing date of _________________________________________ and in the same monetary amount of this bond for FC-9277 Plane Train West Extension Phase I Progressive Design Build in accordance with the drawings and specifications prepared by: _________________________________________________ which said Contract and Task (Here insert Full Name and Title) Order are incorporated herein by reference and made a part hereof, and is hereinafter referred to as the Contract. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if the Principal shall promptly make payment to all claimants as hereinafter defined, for all labor and materials supplied in the prosecution of the work provided for in said Contract, then this obligation shall be void, otherwise it shall remain in full force and effect subject, however, to the following conditions: (1) The said Surety to this bond, for value received, hereby stipulates and agrees that no change or changes, extension of time

or extensions of time, alteration or alterations or addition or additions to the terms of the contract or to the work to be performed thereunder, or the specifications or drawings accompanying same, or the exercise of the Owner’s right to do work, shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change or changes, extension of time or extensions of time, alteration or alterations or addition or additions to the terms of the contract or to the Work or to the specifications or drawings. In addition the Surety to this bond, for value received, hereby agrees to the provisions of the Contract for increases in the penal amount of this bond and waives notice from the Owner of any such changes.

(2) A claimant is defined as any subcontractor and any person supplying labor, materials, machinery or equipment in the

prosecution of the work provided for in said Contract and as provided in O.C.G.A §§ 36-91-90, et seq. (3) Every person entitled to the protection hereunder and who has not been paid in full for labor or materials furnished in

the prosecution of the work referred to in said bond shall have the rights and obligations set forth in O.C.G.A §§ 36-91-90, et seq.

(4) No action can be instituted on this bond after one year from the completion of the Contract and acceptance of the Project

by the proper public authorities. (5) Further, this bond shall be the Payment Bond furnished in compliance with O.C.G.A. §§ 36-91-90, et seq. and shall be

subject to increase in the penal amount of the bond pursuant to such statutes of the Agreement.


Approved as to form: _______________________ Senior Assistant City Attorney

Contractor

Corporate Surety: _______________________ Surety Name (Type) By:_____________________ Attorney-In-Fact (Sign) Name:__________________ Attorney-In-Fact (Type) (Seal)

Signature:__________________________

Name:_____________________________

Title:______________________________

ATTEST: ___________________________________ SECRETARY/ASST. SECRETARY


EXHIBIT D.2: CONSTRUCTION SAFETY &

HEALTH PLAN

EXHIBIT E: RESERVED

EXHIBIT F: RESERVED

EXHIBIT G: SCEHDULE REQUIREMENTS

FC-9277 | Exhibit G: Schedule Requirements |Page 1 of 11

EXHIBIT G: SCHEDULE REQUIREMENTS HARTSFIELD-JACKSON ATLANTA INTERNATIONAL AIRPORT

FC-9277: PLANE TRAIN WEST EXTENSION PHASE I - PROGRESSIVE DESIGN BUILD

1. General Requirements

1.1. The Work under this Contract shall be planned, scheduled, executed, reported and accomplished using the Precedence Diagramming Critical Path Method (hereinafter referred to as CPM), in workdays, unless otherwise specifically provided in the Contract Documents.

1.2. Contractor shall have within its employ or under contract, throughout the execution of the Work under its contract, such expertise in CPM scheduling and experience with the specified scheduling program so as to insure its effective and efficient performance under this section. Contractor shall submit the qualifications of the Project Scheduler for acceptance by the OWNER and comply with the requirements of this Exhibit.

1.3. The Project Schedule shall be computerized by the Contractor utilizing the latest version of Oracle Primavera P6, hereinafter referred to as Primavera. It is expected that the Contractor shall have sufficient capabilities to perform this Work. Any and all costs incurred by the Contractor in researching and/or educating its personnel in CPM or Primavera are to be borne by the Contractor and will not be reimbursed by the CITY.

1.4. The primary objectives of the requirements of this section are: (a) to insure adequate planning and execution of the Work by Contractor; (b) to assist OWNER in evaluating progress of the Work; (c) to provide for optimum coordination by Contractor of its trades, Subcontractors, and Suppliers, and of its Work with the work or services provided by any separate CONTRACTORS; (d) to permit the timely prediction or detection of events or occurrences which may affect the timely prosecution of the Work; (e) to provide a mechanism or tool for use by the OWNER, and Contractor in determining and monitoring any actions of the Contractor which may be required in order to comply with the requirements of the Contract Documents relating to the completion of the various portions of the Work by the Contract Time specified in the Contract Documents.

1.5. Contractor is responsible for determining the sequence of activities, the time estimates for the detailed construction activities and the means, methods, techniques and procedures to be employed. The Project Schedule shall represent the Contractor's best judgment of how it will prosecute the Work in compliance with the Contract requirements. Contractor shall ensure that the Project Schedule is current and accurate and is properly and timely monitored, updated and revised as Project conditions may require and as required by the Contract Documents.

1.6. Contractor shall provide the basic data relating to activities, durations, Specified Contract milestones, and sequences to OWNER as part of Contractor's Baseline Schedule and Final Baseline Schedule submittal, discussed later in this Exhibit. This data shall reflect the Contractor's actual plan for the Project, and shall fully comply with all requirements of the Contract Documents and this Exhibit.

1.7. Subject to OWNER’s review and approval, Contractor shall determine when, where, and


how it will interface with others performing work, for the CITY, in the same area and to coordinate its activities with all parties including the Owner, Consultants, Suppliers and other CONTRACTORS.

1.8. Contractor shall include in the Project Schedule all interface points with others. These points shall be in the form of Start Milestones for deliverables due to the Contractor from others and as Finish Milestones for deliverables that Contractor must supply to others.

1.9. Should Contractor intend or plan to complete the Work, or any portion thereof, earlier than any applicable Specified Milestone Date or the Contract Time, Contractor shall give timely and reasonable Notice of this fact to OWNER. The CITY shall have the sole discretion to agree to or reject such early completion plan by Contractor. Schedule improvement is always encouraged whenever possible. However, since interface with other parties performing work at Hartsfield-Jackson Atlanta International Airport (HJAIA) is necessary, the CITY and its representatives shall have no duty or obligation to agree to, or to cooperate with Contractor regarding any early completion plan or proposal by Contractor and shall not be liable for any damages of Contractor because of the rejection by the CITY of said plan.

2. Schedule Development, Submittal and Approval

2.1. Development of the Project Schedule is a multi-step process with each step requiring defined information and input of project team members. The development process includes the Preliminary Schedule, Schedule Orientation Session, Schedule, and Final Schedule.

2.2. Preliminary Schedule: Contractor shall submit at the pre-construction meeting, a Project Schedule indicating detailed activities for the first ninety-days (90) of the Project and including general activities for the remaining operations. This Preliminary Schedule shall be a CPM Network displayed in the time scaled bar chart format showing, as a minimum, the following information: (a) Activity identification number of the task or event; (b) description of the task or event (c) duration of the task or event (d) earliest start and finish dates for the task or event (e) latest start and finish dates for the task or event; (f) Contract Milestones; (g) milestones for interface points with others.

2.3. Upon receipt by Contractor of the Notice to Proceed and until the Final Baseline Schedule is reviewed and accepted by the OWNER, Contractor shall proceed with its Work in accordance with the accepted Proposal Schedule which was submitted at the pre-construction meeting.

2.4. Contractor shall, within seven (7) calendar days of the Notice to Proceed submit a Primavera generated electronic back-up of the Preliminary Schedule on electronic media acceptable to the OWNER. This schedule shall be resourced and cost loaded.

2.5. Schedule Orientation Session: Contractor shall, upon notification from the OWNER, attend a Schedule Orientation Session relating to the Schedules and Reports requirements for this Project. The Schedule Orientation Session is designed to review in detail, the objectives of the Schedules and Reports requirements. Contractor shall


arrange for its Project Manager, Superintendent, and Project Scheduler to attend the schedule orientation session. The following items will be discussed during the orientation session: (a) The procedures and requirements for the preparation of the Resource and Cost Loaded Project Schedule; (b) how the requirements of the Contract Documents will be monitored and enforced by the OWNER (c) long-lead items and time requirements for the Work by Subcontractors will be identified and included in the schedule.

2.6. The OWNER will provide the format for the Project Schedule electronically at the Schedule Orientation Session, if required. Calendars, Activity Codes, and Work Breakdown Structure (WBS) dictionaries, tabular reports, graphic reports contained in the template may not be modified without the consent of the OWNER. The OWNER will also provide samples of schedule reports. The OWNER also reserves the right to request additional reports, change calendars and/or coding throughout the duration of the project at no additional cost to the CITY.

2.7. Baseline Schedule: Within forty-five (45) calendar days of the Schedule Orientation Session the Contractor shall complete and submit its Project Schedule.

2.8. The Baseline Schedule shall represent the Contractor's best judgment and intended plan for completion of the Work in compliance with Contract Milestone Dates in the Contract Documents. The Contract Milestone Dates shall be included in the Baseline Schedule as zero duration finish milestones. The Baseline Schedule shall take into account all foreseeable activities to be accomplished by any separate Contractor, interface dates with utility owners, CITY's operations and others. The Baseline Schedule shall anticipate all necessary manpower, by craft, and resources to accomplish the activities within the durations set forth in the schedule.

2.9. The OWNER shall have the right to require the Contractor to modify any Contractor data or any portion of the Contractor's Baseline Schedule as herein required, with Contractor bearing the expense thereof, which the OWNER reasonably determines to be: (a) impracticable, (b) based upon erroneous calculations or estimates, (c) unreasonable, (d) required in order to ensure proper coordination by Contractor of the Work of its Subcontractors and with the work or services being provided by any separate CONTRACTORS, (e) necessary to avoid undue interference with the CITY's operations or those of any utility owners or adjoining property owners, (f) necessary to ensure completion of the Work by the Contract Milestone Dates set forth in the Contract Documents, (g) required in order for Contractor to comply with the requirements hereof or any other requirements of the Contract Documents or this Exhibit, (h) not in accordance with the Contractor's actual operations, unless the revision or modification will change the original scope of Work.

2.10. Along with the Baseline Schedule submittal, Contractor shall submit to the OWNER a Schedule of Values for review and acceptance.

2.11. Final Baseline Schedule: No later than fourteen (14) calendar days after the Baseline Schedule is returned with comments to the Contractor, by the OWNER, the Contractor shall complete and submit the Final Baseline Schedule to the OWNER, for acceptance.


2.12. Upon review of the Final Baseline Schedule by the OWNER, the Contractor will be notified in writing as to acceptance, reasons for rejection, or any revisions required.

2.13. The accepted Final Baseline Schedule will be “frozen” and shall become the “Project Schedule” for the Work and shall be used to monitor and record progress and evaluate revisions. This Final Baseline Schedule shall be established as the target schedule for the Contract and shall not be changed, altered or revised. A copy of the accepted Final Baseline Schedule shall be used to establish progress reporting in accordance with Section 5.5 of this Exhibit. The CITY will not recognize or accept any other schedule.

2.14. Contractor shall include, as part of the Final Baseline Schedule submittal to the OWNER, a narrative report indicating anticipated allocation by Contractor of the following resources and work shifts for each activity which it proposes to be utilized on the Project, (a) Labor resources, (b) Equipment resources, and (c) Whether it proposes the Work to be performed on single, double or triple shifts, and whether it is to be done on a 5, 6, or 7-day work week basis. The OWNER may provide a template for the narrative if necessary.

2.15. For any sequence of work requiring the closure of designated areas in the Aircraft Movement Area, the CONTRACTOR shall be required to submit a detailed hourly baseline schedule in addition to the Final Baseline Schedule which further details specific activities in the affected areas. This hourly schedule shall conform to all other requirements specified in this exhibit and must be reviewed and accepted by the OWNER prior to commencement of the work. The hourly schedule shall be submitted ten (10) working days prior to the pre-activity meeting held for the specific closure.

3. Cost and Resource Loading

3.1. With each Schedule submittal, each weekly/monthly update, and each revision, the Contractor shall also submit a Project Resource Profile and Schedule of Cost Loading and Cash Flow, generated in Primavera, to the OWNER. There shall be a strict correlation between the sum of individual activity costs and the total values indicated for bid items. That is, each individual activity within the Project Schedule shall employ a code which, in summary, attaches its cost, if any, to the appropriate bid items. The sum of activity costs within a specific code, then, shall equal the cost of its corresponding bid items and approved Revisions and Change Orders.

3.2. The dollar value for the activity shall be the cost of the work, including labor and materials. General Conditions and site overheads shall be loaded on activities specifically included for this purpose. Stored materials, for which the Contractor will bill, shall be loaded on zero duration finish milestones called out as material delivery activities. The sum of all activity costs shall equal the total contract sum. The Contractor shall revise the Resource Profile and/or Schedule of Cost Loading and Cash Flow as necessary to gain the acceptance of the OWNER.

3.3. The Resource Profile and Cost Loading shall represent a fair, reasonable and equitable dollar (cost) allocation for activities on all Schedule submittals. The Resource Profile and Cost Loading in coordination with the monthly updated Schedule shall be used as a basis for the Contractor’s application for payment. No construction installation activity


or design activity on the Schedule shall exceed a value of $20,000 unless approved by the OWNER.

4. Schedule Content and Format

4.1. As discussed in paragraph 2.6 of this Exhibit the OWNER will provide the format, for the Project Schedule, if required, electronically at the Schedule Orientation Session. Calendars, Activity Codes, and Work Breakdown Structure (WBS) dictionaries contained in the template may not be modified without the consent of the OWNER.

4.2. Except for non-construction activities such as, procurement, delivery, or submittal development, Contractor shall differentiate activities of the schedule so that no single activity shown has a duration longer than fifteen (15) working days, unless the OWNER, in its sole discretion, shall approve a longer duration for certain activities.

4.3. The Baseline Schedule and Final Baseline Schedule submittals shall consist of two (2) Primavera generated bar charts, representing all activities which are part of the Contractor’s plan on 11” x 17” paper, in color, and a Primavera generated backup, XER file, of the schedule on electronic media acceptable to the OWNER.

4.4. The Baseline Schedule and Final Baseline Schedule submittals must contain or be able to demonstrate that the following items have been addressed: (a) Project name; (b) Contractor name; (c) Revision or edition number; (d) activities of completed Work ready for use by next trade, CITY, etc.; (e) activities relating to different areas of responsibility, such as subcontracted Work which is distinctly separated from that being done by the Contractor directly; (f) different categories of Work as distinguished by craft or crew requirements; (g) different categories of Work as distinguished by equipment requirements; (h) different categories of Work as distinguished by materials; (i) distinct and identifiable subdivisions of Work such as structural slabs, beams, columns; (j) locations of Work within the Project that necessitates different times or crews to perform; (k) outage schedules for existing utility services that will be interrupted during the performance of the Work; (l) acquisition and installation of equipment and materials supplied and/or installed by CITY or separate CONTRACTORS; (m) material to be stored on site; and (n) Contract Milestone Dates, and (o) detailed breakdown of activities by discipline.

4.5. For all major equipment and materials to be fabricated or supplied for the Project, the Final Baseline Schedule shall show a sequence of activities including, (a) preparation of shop drawings and sample submissions, (b) a minimum of ten (10) working days for review of shop drawings and samples or such time as specified in the Contract Documents, (c) shop fabrication, delivery and storage per the contract documents, (d) erection; and, (e) testing of equipment and materials.

4.6. The Final Baseline Schedule shall include late completion dates for the Work that is no later than the required Contract Milestone Dates. The bar chart submittal shall be drawn based upon the early start dates of activities shown on the graphic.

4.7. Contractor shall develop and assign a Responsibility Code for each activity corresponding to Contractor or Subcontractor responsible for the work.


4.8. Contractor shall identify the activities, which constitute the controlling operations or critical path. No more than 10 % of the activities shall be critical. Critical is defined as total float less than one (1) working day.

4.9. All activity durations shall be given in working days.

5. Updating of Project Schedule/Progress Reports

5.1. At least once a month, the Contractor shall arrange for its Project Manager, and Superintendent to meet at the Project site with the OWNER to review Contractor's updated Project Schedule, prepared by Contractor. Said update shall show up-to-date and accurate progress data and shall be based upon Contractor's best judgment; and said update shall be prepared by Contractor in consultation with all principal Subcontractors and Suppliers. The Contractor shall also submit with the each update an electronic copy, XER file, of the updated Project Schedule.

5.2. Contractor shall adjust the data (“as of date”) to reflect the current update period as required by the OWNER. The required monthly data date shall be the last Friday of every month. This shall also be consistent with the cutoff for the application for payment.

5.3. The updated Project Schedule shall show activity actual commencement and completion dates, remaining duration in workdays, and physical percent complete for those activities commenced and not complete. The Project Schedule shall also show a graphic comparison of the current status & baseline plan for each activity in the network.

5.4. Monthly Progress Report: Contractor shall submit, with the Monthly Application for Payment, a narrative report which shall include, but not be limited to, a description of problem areas, current and anticipated delaying factors and their impact, explanations of corrective actions taken or planned, any newly planned activities or changes in sequence, and proposed logic for a Recovery Schedule, if required, as further described herein. The report shall also include: (a) The updated Project Schedule updated as of the last Friday of the month; (b) A narrative describing actual Work accomplished during the reporting period; (c) A list of major construction equipment used on the Project during the reporting period and any construction equipment idle during the reporting period; (d) The total number of men by craft actually engaged in the Work during the reporting period, with such total stated separately as to office, supervisory, and field personnel; (e) A manpower and equipment forecast for the succeeding thirty (30) days, stating the total number of men by craft, and separately stating such total as to office, supervisory and field personnel; (f) A list of Contractor-supplied materials and equipment, indicating current availability and anticipated jobsite delivery dates; (g) Changes or additions to Contractor's supervisory personnel since the preceding progress report; (h) Value of Work in place to date (i) Value of Work in place since last report; and (j) Value of uncompleted Work.

5.4.1. The Contractor will provide initial computer reports and Monthly Progress Reports thereafter, in accordance with the Contract Document, and including as a minimum, the following:


5.5. Schedule Reports: The monthly Schedule Update Reports will contain the following minimum information for each activity: (a) Activity identification number, description and estimated original duration in workdays; (b) Calculated early and late finish dates; (c) Actual start and actual finish dates, and remaining duration, in workdays, for those activities started and not completed; (d) Days ahead and/or behind schedule of the milestones representing the Specified Milestone Dates. (e) Physical percent complete for each activity. (f) A float analysis of the longest path through the schedule detailing potential delays and areas for acceleration. Actual start and finish dates shall be indicated for each activity as appropriate. Completed activities will be omitted from remaining Float and Late Start Sorts.

5.6. Application for Payment: Contractor understands and agrees that the submission and acceptance of progress updates and the receipt of progress reports are an integral part and basic element of the Applications for Payment. The “accepted updated” Project Schedule, including the Schedule of Values, shall be required for each Application for Payment. However, 1 (one) initial provisional progress payment may be payable at the sole discretion of the OWNER if it determines the Contractor is complying with the requirements of this Exhibit during the development of the Project Schedule. However, no more than one (1) Application for Payment will be approved until all of the requirements of this Scheduling and Reports Section have been met.

6. Recovery Schedule

6.1. Should the updated Project Schedule, at any time during Contractor's performance, show, in the sole opinion of the OWNER that the Contractor is 5% (Based on Phase or Project Total Float) or fourteen (14) or more calendar days behind schedule for any Contract Milestone Date, or should Contractor be required to undertake actions under Section 7.0 hereof, the Contractor shall prepare a Recovery Schedule at no additional cost to the CITY (unless the Owner is solely responsible for the event or occurrence which has caused the schedule slippage) explaining and displaying how Contractor intends to reschedule its Work in order to regain compliance with the Baseline Resource and Cost Loaded Construction Schedule during the immediate subsequent pay period.

6.2. If the Contractor believes that all of the time can be recovered during the subsequent pay period the Contractor will be permitted to prepare a Recovery Schedule as set forth below. However, if the Contractor believes it will take more than thirty (30) calendar days to recover all of the lost time, it shall prepare and submit a request for revision to the “Baseline” Project Schedule and comply with all of the requirements of a Schedule Revision as set forth in this Exhibit.

6.2.1. The Contractor shall prepare and submit to the Owner’s Representative a one-month maximum duration Recovery Schedule, incorporating the best available information from Subcontractors and others which will permit a return to the original accepted “Baseline Project Schedule” at the earliest possible time. The Contractor shall prepare a Recovery Schedule to same level of detail as the originally accepted “Baseline Project Schedule for a maximum duration of one month. This Recovery Schedule shall be prepared in coordination with other separate Contractors on the Project and shall not alter Contractor Milestone Dates.


6.2.2. Within two (2) working days after submission of Recovery Schedule to the OWNER, the Contractor shall participate in a conference with the OWNER to review and evaluate the Recovery Schedule. Within two (2) working days of conference, the Contractor shall submit the revisions necessitated by the review for the OWNER's review and acceptance. The Contractor shall use the approved Recovery Schedule as its plan for returning to the original accepted “Baseline Project Schedule”.

6.2.3. During the period of time that the Recovery Schedule is in force, the Contractor shall prepare and submit to the OWNER weekly updates and shall confer continuously with the OWNER to assess the effectiveness of the Recovery Schedule. As a result of this conference, the OWNER will direct the Contractor as follows:

6.3. If the OWNER determines the Contractor is still behind schedule, the OWNER will direct the Contractor to prepare a Schedule Revision and comply with all of the requirements of a Schedule Revision as stated herein and the other requirements of the Contract Documents; provided, however, that nothing herein shall limit in any way the rights and remedies of the CITY as provided elsewhere in the Contract Documents; or

6.4. If the OWNER determines the Contractor has successfully complied with provisions of the Recovery Schedule, the OWNER will direct the Contractor to return to the use of the approved Resource and Cost Loaded Construction Schedule.

7. Time Impacts Evaluation for Change Orders, and Other Delays

7.1. When the Contractor is directed to proceed with changed work, the Contractor shall prepare and submit, a Time Impact Evaluation (TIE), within ten (10) workdays, which includes both a written narrative and a schedule diagram depicting how the changed work affects other schedule activities. The schedule diagram shall show how the Contractor proposes to incorporate the changed work in the schedule, and how it impacts the current schedule update critical path. The Contractor is also responsible for requesting time extensions based on the TIE's impact on the critical path. The diagram must be tied to the main sequence of schedule activities to enable the OWNER to evaluate the impact of changed work to the scheduled critical path. Contractor shall be required to comply with the requirements of this Paragraph for all types of delays.

7.2. The Contractor shall be responsible for all costs associated with the preparation of Time Impact Evaluations, and the process of incorporating them into the current schedule update. The Contractor shall provide the OWNER with four (4) copies of each TIE.

7.3. Once agreement has been reached on a TIE, the Contract Times will be adjusted accordingly. If agreement is not reached on a TIE, the Contract Times may be extended in an amount the OWNER allows, and the Contractor may submit a claim for additional time.

8. Time Extensions

8.1. The Contractor is responsible for requesting time extensions for time impacts that, in


the opinion of the Contractor, impact the critical path of the current schedule update. Notice of time impacts shall be given, in writing, within ten (10) workdays, of the occurrence of the event and in accord with the requirements of this Exhibit.

8.2. Where an event, for which the CITY is responsible, impacts the Contractual Substantial Completion date, the Contractor shall submit a written mitigation plan, including a schedule diagram, which explains how (e.g., increase crew size, overtime, etc.) the impact can be mitigated. The Contractor shall also include a detailed cost breakdown of the labor, equipment and material the Contractor would expend to mitigate the CITY caused time impact. The Contractor is responsible for the cost of preparing the mitigation plan.

8.3. Failure to request time, provide TIE, or provide the required mitigation plan within the required ten (10) workdays, will result in Contractor waiving its right to a time extension and cost to mitigate the delay.

8.4. No time will be granted under this Contract for cumulative effect of changes.

8.5. The CITY will not be obligated to consider any time extension request unless requirements of this Exhibit are complied with.

8.6. Failure of the Contractor to perform in accordance with the current schedule update shall not be excused by submittal of time extension requests.

9. Schedule Revisions

9.1. Schedule Revisions, as defined herein, shall refer to modifications made to activities in the Accepted Baseline Project Schedule in any of the following items: (a) Activity Original Duration; (b) changes in logical connections between activities; (c) changes in imposed constraints; (e) changes to activity descriptions.

9.2. Should Contractor desire to or be otherwise required under the Contract Documents to make modifications or changes in its method of operation, its sequence of Work, or the durations of the activities in its Resource and Cost Loaded Construction Schedule, it shall do so in accordance with the requirements of this Scheduling and Reports Section and the Contract Documents. Revisions to the initial accepted Baseline Resource and Cost Loaded Construction Schedule must be accepted in writing by the OWNER.

9.3. Contractor shall submit requests for revisions to the Project Schedule to the OWNER, together with written rationale for revisions and description of logic for rescheduling work and maintaining the Contract Milestone Dates listed in the Contract Documents. Proposed revisions acceptable to the OWNER will be incorporated into the next update of the Baseline Project Schedule.

9.4. Changes in activity description(s) may be done for clarification purpose only. If the proposed description change affects the Scope of Work covered by the activity, Contractor shall obtain approval of the OWNER before incorporating into schedule.

9.5. Contractor shall be solely responsible for expediting the delivery of all materials and equipment to be furnished by him so that the progress of construction shall be maintained according to the currently approved Project Schedule for the Work.


Contractor shall notify the OWNER in writing, within ten (10) calendar days of the occurrence, whenever Contractor determines or anticipates that the delivery date of any material or equipment to be furnished by Contractor will be later than the delivery date indicated by the Project Schedule.

10. Float Time

10.1. Float or slack time, as calculated by Primavera using retained logic, associated with one chain of activities is defined as amount of time between earliest start date and latest start date or between earliest finish date and latest finish date for such activities, as calculated as part of the Project Schedule. Float or slack time shown on the Project Schedule is not for exclusive use or benefit of either the CITY or the Contractor and is available for use by either according to whichever first needs the use or benefit of the float to facilitate the effective use of available resources and to minimize the impact of Project problems, delays or Changes in the Work which may arise during performance. Contractor specifically agrees that float time may be used by the CITY in conjunction with their review activities or to resolve Project problems. Contractor agrees that there will be no basis for any modification of the Contract Milestone Dates or an extension of the Contract Time, or a claim for additional compensation as a result of any Project problem, Change Order or delay which only results in the loss of available positive float on the Project Schedule.

10.2. Float time shown on the Project Schedule shall not be used arbitrarily by Contractor in a manner which, in the opinion of the OWNER, unnecessarily delays separate Contractors from proceeding with their work in a way which is detrimental to the interests of the CITY. If Contractor refuses to perform Work which is available and necessary to be performed in order not to delay any separate Contractors, the CITY may, regardless of the float shown on the Project Schedule to be available for the path of activities which encompasses said Work, terminate the Contractor for default.

11. Adverse Weather Delays

11.1. Contract time extensions for weather are based on the National Oceanic and Atmospheric Administration (NOAA) data for the project location. Delays will only be considered for such delays which impact activities on the critical path of the contract as defined by the schedule currently accepted by the OWNER at the time of the delay. Such time extensions, if approved by the OWNER, will be non-compensable. Weather delays may consist of days lost to adverse weather conditions, days lost to dry out of exposed soil, and or days lost to site clean-up due to adverse weather.

11.2. The following table below lists the typical number of work days lost to weather per month on critical path activities for this Contract. Working days lost due to weather in a given month in excess of those listed for that month, will be considered for a time extension. Days are not cumulative from month to month. Such time extension must be requested by the Contractor.


12. Default

12.1. Failure of the Contractor to substantially comply with the requirements of this Exhibit shall constitute a default by Contractor of its obligations under this Contract sufficient for termination of Contractor.

Month # of

Days January 8 February 7 March 7 April 4 May 4 June 4 July 4 August 4 September 4 October 4 November 8 December 8

EXHIBIT H: CONTRACTOR’S STAFF/PERSONNEL

FC-9277 | Exhibit H: Contactor’s Staff/Personnel |Page 1 of 1

EXHIBIT H

CONTRACTOR’S STAFF/PERSONNEL

[RESERVED]

EXHIBIT I: RESERVED

EXHIBIT J: CLAIM/DISPUTE RESOLUTION PROCEDURES

FC-9277 | Exhibit J: Claim/Dispute Resolution Procedure |Page 1 of 3

EXHIBIT J: CLAIM/DISPUTE RESOLUTION PROCEDURES

1. Claims, Counterclaims, Disputes:

1.1. All claims, counterclaims, disputes and any other matters in question that may be asserted or raised by Contractor under, or relating to, the Contract or the breach of it shall be processed in accordance with the provisions of this Exhibit (the “Claim/Dispute Resolution Procedures”) and are subject to audit by the City.

1.2. Contractor shall not be entitled to any damages or an adjustment in the Total Contract Value, and neither the City nor its designated representatives shall be liable to Contractor or any Subcontractors in tort (including without limitation negligence) or contract, except as specifically provided in the Contract.

2. When Notice and Claim Submittal Become Due:

2.1. For any Claim under these Claim/Dispute Resolution Procedures to be valid, it shall be based upon written notice promptly delivered by Contractor to the City, but in no event later than seven (7) days after the occurrence of the event giving rise to the Claim, and stating the general nature of the Claim. The responsibility to substantiate a Claim shall rest with the Contractor.

3. Requirements for Contractor Claims:

3.1. For all Contractor Claims seeking an increase additional compensation, damages, an increase in the Total Contract Value or any change to any Milestone, Contractor shall submit with the Claim an affidavit certifying that:

3.1.1. The Claim is made in good faith, and the amount claimed accurately reflects the adjustments in the Total Contract Value, addition compensation, damages or the Milestone for which the Contractor believes the City is liable, and covers all direct, supplemental, indirect, consequential, serial and cumulative costs and delays to which Contractor is entitled as a result of the occurrence of the claimed event;

3.1.2. The supporting cost and pricing data are current, accurate, complete and represent the best of Contractor’s knowledge and belief; and

3.1.3. The affidavit shall be executed by a senior officer of Contractor.

3.2. The attention of Contractor is drawn to state and federal laws regarding penalties for false claims. The City will prosecute Contractor to the fullest extent of the law for the submission of a false, fictitious or unsubstantiated Claim.

3.3. A Claim for an adjustment to any Milestone shall be supported by an analysis of the Project Plan detailing the impact of the event giving rise to the Claim.


4. Determination on a Claim:

4.1. For CONTRACTOR-certified claims of $50,000.00 or less, the ENGINEER will, if requested in writing by the CONTRACTOR, render a determination within sixty (60) days of the request. For CONTRACTOR-certified claims over $50,000.00, the ENGINEER will, within sixty (60) days tender a determination of the Claim or notify the CONTRACTOR of the date by which the determination will be made. If CONTRACTOR and ENGINEER cannot resolve any claim or dispute, CONTRACTOR agrees to participate in good faith in non-binding Mediation if requested by the ENGINEER. The cost of Mediation will be split equally between CONTRACTOR and ENGINEER. If a resolution cannot be reached through mediation the CONTRACTOR's sole appeal of the ENGINEER's Final Determination is to institute legal action in Fulton Superior Court within sixty (60) days after Final

5. Disputes:

5.1. Any Claim that is denied by the City shall be considered a dispute for purposes of these Claim/Dispute Resolution Procedures.

5.2. Pending final resolution of any Claim or dispute, including litigation, Contractor shall proceed diligently with performance of the Services, and comply with any decision of the City.

5.3. In the event the City is a prevailing party in any litigation brought under or to enforce the provisions of the Contract, Contractor shall pay to the City all of the City’s costs, expenses and fees associated with the litigation and the preparation thereof, including, but not limited, to reasonable attorneys’ fees, expert witness fees, and all expenses incurred. Contractor shall pay the City’s reasonable attorneys’ fees and other costs whether the services are performed by the City’s employees or by independent counsel.

6. Failure to Follow Procedures. The City must receive written notice of all Claims and disputes in strict compliance with these Claim/Dispute Resolution Procedures and the notice provisions contained in the Contract in order to investigate such Claims and disputes and to make decisions that will eliminate or minimize any additional costs or delays to the Services, the Project or to the City’s overall airport expansion program. Contractor acknowledges that it has no right in law or equity to seek any increase to the Fees or a change to a Milestone, unless Contractor strictly complies with all requirements of, and times set forth in, these Claim/Dispute Resolution Procedures. Failure by Contractor to meet all of the requirements of and times in these Claim/Dispute Resolution Procedures shall be deemed an intentional waiver by Contractor of any right to file a lawsuit seeking redress of any type. Compliance with all the requirements of and times in these Claim/Dispute Resolution Procedures is an absolute condition precedent to Contractor having the right to file a lawsuit seeking redress of any type. In the event of non-compliance by Contractor, the City is entitled to have any lawsuit dismissed with prejudice by showing that Contractor did not


strictly comply with all of the requirements of these Claim/Dispute Resolution Procedures.

7. Venue. Contractor acknowledges and agrees that the exclusive jurisdiction and venue for any legal action or proceeding, at law or in equity, arising out of or relating to the Contract shall be in the Federal District Court for the Northern District of Georgia or the State Courts in Fulton County, Georgia. Contractor hereby consents and submits to the exclusive personal jurisdiction of such courts, and consents, submits to and agrees that venue for such a legal action or proceeding is proper in said courts and county, regardless of Contractor’s domicile. Contractor hereby expressly waives all rights under applicable law or in equity to object to the jurisdiction and venue in said courts and county with respect to such legal action or proceeding.

EXHIBIT K: MILESTONE & LIQUIDATED DAMAGES

FC-9277 |Exhibit K: Milestones and Liquidated Damages |Page 1 of 2

EXHIBIT K: MILESTONES AND LIQUIDATED DAMAGES

1. The parties hereby agree that the damages which CITY will sustain as a result of Contractor’s failure to meet Contract Milestones are difficult or impossible to determine with certainty and, therefore, have in good faith estimated as fair compensation, the Liquidated Damages as set forth below. If Contractor fails to deliver the equipment or materials or perform the services within the times specified in this Contract for the established Milestones & Substantial Completion, or any extensions granted in writing, the Contractor shall pay to CITY as fixed, agreed and Liquidated Damages for each calendar day or minute of delay the sum(s) specified below, which amounts shall be independently calculated as follows:

NO CONTRACT MILESTONE LIQUIDATED DAMAGES 1. Contractor shall submit a Baseline Schedule within

Forty Five (45) Calendar Days from Notice to Proceed for Component Number 2, West Curb Improvements.

One Thousand Dollars and Zero Cents ($1,000.00) per calendar day.

2. Contractor shall submit a Baseline Schedule within Forty Five (45) Calendar Days from Notice to Proceed for Component Number 4, Tunnel Construction.


3. Contractor shall achieve Substantial Completion of Component Number 1, West Curb Improvements, on or before the date of Substantial Completion contained in the approved and accepted CGMP including the submittal and acceptance of Operations and Maintenance manuals and all Warranties.

Two Thousand Dollars and Zero Cents ($2,000.00) per calendar day.

4. Contractor shall reach agreement on CGMP for Component 4 on the date established on the CGMP Schedule for Component 3 Preconstruction.


5. Contractor will provide access to the APM System Contractor for installation of the APM System components of Phase 1 on the date established on the CGMP Schedule for Component 4 Tunnel Construction.


6. Contractor shall release the area east of the SkyTrain Airport Station on the date established on the CGMP Schedule presented for Component 4 Tunnel Construction.

Two Thousand Five Hundred Dollars and Zero Cents ($2,500.00) per calendar day.

7. Contractor shall achieve Substantial Completion of Component Number 4, Tunnel Construction, on or before the date of Substantial Completion contained in the approved and accepted CGMP for Component 4 Tunnel Construction, including the submittal and acceptance of Operations and Maintenance manuals and all Warranties.


FC-9277 |Exhibit K: Milestones and Liquidated Damages |Page 2 of 2

2. Application of Liquidated Damages not a Change. The application of Liquidated Damages shall not effect a change in the Substantial Completion or relieve Contractor of its obligation to improve its progress to achieve, or to mitigate the failure to achieve, the Substantial Completion Date or stated area reopening.

3. Payment of Liquidated Damages. Payments of Liquidated Damages shall become due immediately upon failure to achieve the stated. CITY shall be entitled to withhold from payments due, offset against other obligations, deduct from retainage, and draw down on letter(s) of credit or performance securities any and all Liquidated Damages due from Contractor.

4. No Restriction of Rights and Remedies. Nothing in this clause shall operate to restrict any other rights and remedies available to CITY at law or under this Contract.

EXHIBIT L: AIRPORT ACCESS, SECURITY AND

SAFETY MEASURES

FC-9277 |Exhibit L: Airport Access, Security & Safety Measures |Page 1 of 10

EXHIBIT L: AIRPORT ACCESS, SECURITY AND SAFETY MEASURES

(AS APPLICABLE)

1. Work in Progress. Consultant shall be responsible for and shall bear any and all risk of loss or damage to work in progress and, pursuant to the Clause titled "TITLE AND RISK OF LOSS”, to equipment and materials.

2. Maintenance Consultant shall maintain the Work including any provisionally accepted

portions thereof and including any portions occupied by City or put into service until final acceptance of the Work as a whole. Use shall not constitute acceptance, relieve Consultant of its responsibilities, or act as a wavier by the City of any terms of this contract (see specification section SP-4B, Extended Maintenance).

3. Material Handling. Consultant’s responsibility for materials and plant equipment

required for the performance of this Services Agreement shall include:

3.1. Receiving and unloading; 3.2. Storing in a secure place and in a manner subject to City’s review. Outside storage of

materials and equipment subject to degradation by the elements shall be in weathertight enclosures provided by Consultant;

3.3. Delivering from storage to construction site all materials and plant equipment as

required; and 3.4. Maintaining complete and accurate records for City’s inspection of all materials and plant

equipment received, stored and issued for use in the performance of this Services Agreement.

4. Security. Consultant shall at all times conduct all operations under this Services

Agreement in a manner to avoid the risk of loss, theft, or damage by vandalism, sabotage or any other means to any equipment, materials, work or other property at the Jobsite. Consultant shall continuously inspect all equipment, materials and work to discover and determine any conditions which might involve such risks and shall be solely responsible for discovery, determination and correction of any such conditions.

5. Airport Security Requirements. Consultant shall comply with the Transportation

Security Administration (TSA) and the City’s security requirements for the Airport. Consultant shall cooperate with the TSA and the City on all security matters and shall promptly comply with any Project security arrangements established by City. Such compliance with these security requirements shall not relieve Consultant of its responsibility for maintaining proper security for the above-noted items, nor shall it be construed as limiting in any manner Consultant's obligation with respect to all applicable state, federal and local laws and regulations and its duty to undertake reasonable action to establish and maintain secure conditions at the Jobsite.


5.1. Preventing Unauthorized Access. The Airport has been secured to prevent

unauthorized access to the Air Operations Area (AOA), the secured area, the sterile area and other controlled areas of the Airport. Consultant shall cooperate to the fullest extent with the TSA and DOA to maintain the integrity of the security system. The Consultant shall control its operations and the operations of its subcontractors and all suppliers so as to provide for the free and unobstructed movement of aircraft, aircraft operations personnel and equipment in the AOA, the secured area, the sterile area and other controlled areas of the Airport as defined herein.

5.2. Transportation Security Administration/Responsibility of Consultant. In order to comply with the TSA and DOA security requirements, Consultant shall be responsible for informing itself as to current, ongoing, and changing requirements, and for remaining in compliance with those requirements throughout this Services Agreement. The security requirements are as follows and from time to time may change as required by the TSA and/or DOA.

5.3. Security Identification Display Area (SIDA). The Security Identification Display

Area (SIDA) is defined in the Airport Security Program as any area that requires individuals to continuously display Airport issued or Airport approved identification badges. Personnel associated with construction contracts in the AOA secured area or sterile area of the Airport shall display SIDA badges at all times. The TSA and the DOA require all personnel to display SIDA badges in areas controlled for security purposes at all times.

5.4. FBI/CHRC Checks. To obtain a SIDA badge, each individual must successfully

undergo a Security Threat Assessment and a Federal Bureau of Investigation (FBI) fingerprint based Criminal History Records Check (CHRC) which must reveal no convictions of disqualifying crimes within the last ten years as defined in Transportation Security Regulation, TSR Part 1542.209. Each individual must also attend a security awareness course conducted by the DOA Security Division. Each employee must present two proper forms of identification and citizenship/employment eligibility documents if necessary. Consultant shall be responsible for all fees associated with obtaining a SIDA badge, (i.e. badge and fingerprint fees as determined by DOA). The current cost for the CHRC is $50.00 per individual. The current cost for badge is $60.00 per individual. Cost for lost badges is $60.00 for each replacement badge.

In order to obtain up-to-date costs for the CHRC and for badging, Consultant shall contact the DOA Security office at (404) 530-6667 prior to sending individuals to the DOA Security office for badging. Consultant/Escorting Requirements are specified in subsection below.

5.5. Displaying Badges. Employees and those of all subcontractors must display a DOA

issued badge showing Consultant’s name and an employee number. All personnel


shall be required to wear this badge at all times while within the secured areas of the Airport.

5.6. Badging Records and Process. Consultant shall maintain an up-to-date record of

all badge holders showing name, address, sex, height, weight, color of eyes and badge number. Consultant will be required to furnish this information to the DOA upon request.

5.6.1. The Badging process may begin upon the Consultant’s receipt of a formal

Notice to Proceed (NTP) from the City and may take up to fourteen (14) calendar days to complete. Access to secured areas shall be denied until such time as the Consultant has completed the badging process.

5.6.2. If applicable, an Administrative NTP may be presented to the DOA Security Division by the Consultant in order to initiate the badging process for the Consultant’s employees.

5.6.3. The Consultant shall appoint one of its employees as an Authorizing Agent and submit his or her name, on the Consultant's letterhead, to the DOA Security Division. The submittal letter shall indicate the Project Name, Services Agreement Number, Point of Contact, Telephone and Fax number, list of subcontractors including subcontractors’ Authorizing Agent nature of the work to be performed by Consultant, and each subcontractor, location and duration, time frame(s), and justification for vehicle access, if required. A copy of the Consultant's Insurance Certificate shall accompany the letter. Once badged, the Consultant's Authorizing Agent shall be responsible for the badging process of his/her company employees.

5.6.4. Each Subcontractor identified in the Consultant’s letter shall appoint one of its

employees as an Authorizing Agent and submit his or her name through the Consultant, to the DOA Security Division. A copy of the Subcontractor’s Insurance certificate shall accompany the letter. Once badged, the Subcontractor’s Authorizing Agent shall be responsible for the badging process of his/her company employees.

5.6.5. Processing time for badging, at the badging office after completion of the CHRC, will last approximately one (1) hour. Processing time for Authorizing Agents will last an additional hour for briefing by the DOA Security Division. Authorizing agent briefing sessions will be conducted only on Mondays, Wednesdays and Fridays at 11 a.m. in the DOA Security office.

5.6.6. Each person applying for badging shall complete and submit all forms required by the DOA Security Division. All required forms will be provided to the authorizing agent at the time of the briefing at the DOA Security office.

5.6.7. Each person applying for a badge shall also submit to fingerprinting upon the submittal of said forms. Fingerprints will be utilized for a ten (10) year Federal


Bureau of Investigation (FBI) based criminal history records check for each individual employee.

5.6.8. Pursuant to TSR § 1542.209 certain Felony convictions within the most recent ten (10) year period, may cause disqualification. A list of disqualifying Felony convictions is available in the offices of the DOA Security Division and in the TSR Regulations.

5.6.9. The Authorizing Agent will be notified when the results of the fingerprint checks are completed. Upon notification and approval, Consultant’s and subcontractor’s approved employees may return to the DOA Security Office, during posted hours, for photographing and badging. This process may take up to sixty (60) minutes.

5.6.10. Badges issued to Consultant and subcontractor employees and agents shall expire upon the happening of one (1) of the following events, whichever occurs first:

5.6.10.1. Completion of Services Agreement or subcontract, unless extended by

the City; 5.6.10.2. Expiration of Insurance coverage, as indicated on the Consultant’s

Insurance certificate; or 5.6.10.3. Employee’s driver’s license expiration date; 5.6.10.4. Two (2) years from the issuance of the badge.

5.6.11. Consultant and its subcontractor shall be responsible for making

arrangements, ahead of time, to extend badges, when necessary. A letter, directed to both the DOA Assistant General Manager, Facilities and the DOA Security Manager, explaining the reason(s) for the badge extension on Consultant’s letterhead will be required. Extension requests must be approved in writing by the DOA prior to extension of the badges.

5.6.12. Consultant’s questions concerning Airport Security shall be directed to (404) 530-6667.

5.7. Drivers. All drivers operating vehicles within the AOA must obtain, in addition to

the DOA Security badge, a DOA Ramp Certification. Ramp Certification will be evidenced by a “D” sticker placed on the face of the badge by the DOA Security department.

5.7.1. Ramp Certification. City will require Airport Driver Safety Training and

Ramp Certification for all personnel required to operate a motor vehicle in the AOA. This can be obtained by completing an Airport Driver Safety Training Course administered by the Airport Operations Division. Consultant shall contact Airport Operations, at (404) 530-6620 during normal business hours, to schedule the training session.


5.7.2. Except as set forth in paragraph 5.1.9, below, all vehicles operating within the AOA shall carry a minimum liability insurance coverage amount of TEN MILLION DOLLARS ($10,000,000.00).

5.7.3. Consultant shall mark all vehicles and construction equipment, including

those of subcontractors, in a manner as required by the Department of Aviation and consistent with Transportation Security Regulations (TSR).

5.7.4. All vehicles operating within the AOA must display permanent signage, legible

and visible from a sight distance of five hundred (500) feet on both sides of the vehicle. MAGNETIC SIGNS ARE PROHIBITED FROM USE IN THE AOA.

5.8. Protocols for Consultant Escorting. Prime contractor must incorporate escorting

protocol with Security Plan submitted for approval by the Security Manager. The Security Manager must approve any exceptions. Consultant must attach a map of work area(s) and routes to access the work area(s) to project security plan submitted to the Aviation Security Division for approval. Consultant may contact DOA Security Manager at (404) 530–6667 during normal operating hours.

5.9. Consultant’s Escorting Requirements for Construction Contracts on AOA

(Runways and Taxiways)/Construction Contracts on secured area (Apron surrounding Terminal and Concourses).

5.9.1. All escorted vehicles and personnel must remain under the direction of

authorized escorting personnel at all times.

5.9.2. Consultant and escorted personnel shall have no Terminal or Concourse access.

5.9.3. Escorting is limited to an Airport SIDA badged prime Consultant or an Airport

SIDA badged escorting subcontractor approved by the Security and Operations Managers to perform escorting duties. The individuals involved in escorting shall perform no other services other than escorting while in service. No other subcontractors will be allowed to escort any vehicle(s).

5.9.4. Escorting person(s) must have a SIDA badge.

5.9.5. Designated badged prime Consultant employees approved or badged

escorting subcontractor must escort prime Consultant employees and subcontractors’ employees to all work sites. Once at the work site, badged employees, prime or subcontractors’, may supervise unbadged employees, not to exceed five (5) employees per one (1) SIDA badged employee.

5.9.5.1. All personnel (badged or escorted) must have an employee photo ID

displayed on the outermost garment, waist high or above. The employee badge must contain the employee’s name, Consultant’s name and project


number or name. All escorted personnel must remain under the control of person(s) with an Atlanta SIDA badge at all times while in the SIDA.

5.9.5.2. Maximum vehicular escort—one (1) prime contractor vehicle or

approved badged escorting subcontractor is permitted to escort two (2) subcontractor vehicles.

5.9.5.3. All vehicles requiring escort must access and egress the AOA through

Pre-approved gates. Vehicles requiring escort shall not be permitted access or egress through any other entry or exit point within the AOA for any reason whatsoever.

5.9.5.4. All escorted vehicles must obtain a permit, valid for up to ten (10)

hours, at Gate 73. The obtaining of a permit, however, shall not relieve a vehicle from the requirement of being escorted as set forth herein.

5.9.5.5. In the event an escorted vehicle requires a time limit extension, the

vehicle, and its original operator, must return to Gate 73 to obtain a time limit extension to complete work in the AOA secure or sterile area. Time limit extension shall not exceed an additional ten (10) hour period under any circumstances.

5.10. Construction Contracts Within Sterile Area (Inside Terminal,

Concourses)

5.10.1. Highest level of Security required.

5.10.2. All employees of prime Consultant and subcontractor, must be badged to work in the sterile area.

5.10.3. If escorting of unbadged Consultants and or subcontractors is required, an

approved sponsor agency (DOA, AATC, HACM, HCM, etc.) must perform escort full time.

5.10.4. For any work requiring access to the sterile area (beyond the Passenger

Screening Checkpoint area and on Concourses), a tool inventory must be conducted daily by the prime Consultant or designated representative. A copy of this inventory should be provided to the construction manager or project manager for verification. In general, tools will not be allowed to pass through the checkpoint area.

5.11. Restricted AOA Access. Consultant shall allow passage into the AOA or

secured area through its access point to persons, vehicles, and equipment displaying identification of the DOA or provide an escort for each person or vehicle not displaying proper identification. Escort vehicles must be insured as specified per Exhibit D; Insurance. Escorted vehicles need not carry the aforementioned coverage


but must carry the minimum amounts of insurance required by Georgia Law. However, Insurance coverage of escort vehicles must provide coverage as specified by Exhibit D for vehicles being escorted.

5.12. Visual Aids. In the event of the possibility of contact with the AOA or secured

area, Consultant shall establish a system of visual aids for marking and delineating the limits of required clearances adjacent to active runways, taxiways, and NAVAIDS during both day and night time work, subject to City’s approval prior to the start of any work under this Services Agreement. The approved system of marking and delineating shall be installed, maintained and protected at all times.

5.13. Tools and Materials. Consultant shall create and maintain an inventory of all tools and materials utilized within the SIDA, terminal building, Federal Inspection Service (FIS), and AOA.

5.13.1. All tools and materials shall be stored and maintained in a secured manner to

prevent unauthorized use, within pre-designated areas within the secured areas of the airport. Storage designations shall be obtained by the Consultant and/or subcontractor, prior to mobilization, by contacting the DOA Properties Division at (404) 209-2945. Change requests for storage designation may be approved only through the DOA Properties Division with notification and concurrence from the DOA Security Division. Failure to comply with this requirement may result in the termination of Consultant’s or subcontractor’s contract and disqualification from working on construction contracts within secured areas of the Airport.

5.13.1.1. All tools and materials must be secured to prevent unauthorized use at all times within the secured areas of the Airport and/or the AOA. Failure to comply with this requirement may result in the termination of Consultant’s or subcontractor’s contract and disqualification from working on construction contracts within secured areas of the Airport.

5.13.1.2. Any and all job-specific or unusual tools and/or materials shall be presented to the security authority at point of entry gate when accessing and/or egressing the SIDA and/or AOA. Failure to comply with this requirement may result in the termination of Consultant’s or subcontractor’s contract and disqualification from working on construction contracts within secured areas of the Airport.

5.13.1.3. All vehicles shall remain subject to search while within the secured

areas of the Airport and/or the AOA at all times. Vehicles may also be searched prior to entry to the secured areas of the Airport. The possession of weapons and other prohibited items may result in criminal or civil charges in accordance with applicable laws.

5.14. Dumpsters. Consultants and subcontractors shall be allowed no more than

one (1) open dumpster per Services Agreement work area. Any and all other job-site dumpsters must remain securely covered and fastened at all times.


5.14.1. Trash must be removed daily.

5.14.2. No dumpster shall be permitted in the Terminal area for any reason whatsoever.

5.14.3. The Consultant shall be responsible for trash removal from dumpsters within

the AOA. Consultant shall clear debris on a daily basis not later than the end of shift.

5.14.4. Dump trucks shall access and egress the AOA through pre-approved gates.

Failure to comply with this requirement may result in the termination of Consultant’s or subcontractor’s contract and disqualification from working on projects within the secured areas of the Airport.

5.15. Terminal/Curbside. A maximum of two (2) Consultant vehicles or two (2)

subcontractor vehicles may be permitted in a work area at any given time, subject to the approval of the Atlanta Police Department, and the DOA Security. In the event one (1) Consultant vehicle is present, then no more than one (1) subcontractor vehicle may be present at the same time, and vice versa.

5.15.1. Debris removal may be allowed from curbside with special permission by the DOA Security Department.

5.15.2. When parked at curbside, at least one (1) badged employee must remain with the vehicle at all times. Vehicles must be removed as expeditiously as possible in all cases.

5.15.3. Areas surrounding vehicles accessing curbsides must be kept clean at all times. 5.15.4. For purposes of obtaining Terminal or Curbside access, the APD Airport

Section shall be contacted by dialing (404) 530-6630 24 hours in advance of the desired access time.

5.16. Staging Areas. The Consultant’s Construction staging area shall be identified

on the plans.

5.17. Federal Inspection Service Areas. For any or all work conducted within Federal Inspection Service (FIS) areas, Consultant shall submit FIS Authorization requests to the U.S. Customs Service (404) 765-2303. The request shall detail the names of employees, description and area of work, work schedule, and any other relevant information to the DOA Security Department.

5.17.1. Consultant shall be responsible for obtaining the appropriate approvals and

special SIDA badge FIS access decals from the appropriate Federal authorities. Special SIDA badge FIS access decals will not be required in if one (1) or more U.S. Customs Agent(s) are present at the work site at all times.


5.18. Security Checkpoints. Consultant and subcontractors shall maintain awareness among all employees, and at all times, that all Security Checkpoints are now under Federal jurisdiction rather than privately contracted Security agents. In general, contractors will not be allowed to carry tools and construction materials through the passenger security screening points.

5.18.1. Questions regarding Federal Security Checkpoints shall be directed to (404) 763-7437 or (404) 530-2150.

6. Restrictions on Operations. Consultant shall plan and conduct its operations so as not

to enter upon lands in their natural state unless authorized by City. Consultant shall not damage, close or obstruct any utility installation, highway, road or other property until permits and City’s permission therefore have been obtained. Consultant shall not disrupt or otherwise interfere with the operation of any pipeline, telephone, electric transmission line, ditch or structure unless specifically authorized by this Services Agreement. Consultant shall not damage or destroy cultivated and planted areas, or vegetation such as trees, plants, shrubs, and grass on or adjacent to the premises which, as determined by City, do not interfere with the performance of this Services Agreement. The City will be responsible for furnishing all rights-of-ways upon which the Work is to be constructed in advance of the Consultant’s operation.

7. Cooperation with Agencies. Consultant shall cooperate with the owner of any public or

private utility service, FAA or National Oceanic and Atmospheric Administration (NOAA), or a utility service of another government agency that may be authorized by the owner to construct, reconstruct or maintain such utility services or facilities during the progress of the Work. In addition, Consultant shall control its operations to prevent the unscheduled interruption of such utility services and facilities.

8. Location of Services. The City does not guarantee the accuracy or the completeness of

the location information relating to existing utility services, facilities, or structures that may be shown on the plans or encountered in the Work. Any inaccuracy or omission in such information shall not relieve Consultant of its responsibility to protect such existing features from damage or unscheduled interruption of service.

9. Notice to Owner/Operators. Prior to commencing the work in the general vicinity of an

existing utility service or facility, Consultant shall notify each owner/operator in writing of activities which might affect its interests. If, in Consultant’s opinion, the owner/operator’s assistance is needed to locate the utility service or facility or the presence of a representative of the owner/operator is desirable to observe the work, such advice should be included in the notification. Consultant shall furnish a copy of such written notices to City.

10. Excavation Methods. Where the outside limits of an underground utility service have been

located and staked on the ground, Consultant shall use excavation methods acceptable to City as may be required to insure protection from damage due to Consultant’s operations.


11. Damage to Services. Should Consultant damage or interrupt the operation of a utility service or facility by accident or otherwise, it shall immediately notify in writing the owner/operator, appropriate public safety authorities and City and shall take all reasonable measures to prevent further damage or interruption of service. Consultant in such events shall cooperate with the utility service of facility owner and City continuously until such damage has been repaired and service restored.

12. Failure to Protect Property. Consultant shall not be entitled to any extension of time or

compensation on account of Consultant’s failure to protect all facilities, equipment, materials and other property as described herein. All costs in connection with any Improvements or restoration necessary or required by reason of unauthorized obstruction, damage or use shall be borne by Consultant.

13. Utility Contractor Licensing Requirements. Consultant shall comply with the

requirements of O.C.G.A. § 43-14-8.2 (b), which states in O.C.G.A. § 43-14-8.2 (b)(1) that:

After June 30, 1994, no sole proprietorship, partnership, or corporation shall have the right to engage in the business of utility contracting unless such business holds a Utility Contractor license and there is regularly connected with such business a person or persons who holds a valid Utility Manager certificate issued under this chapter. Such Utility Manager must be actually engaged in the performance of such business on a full-time basis and oversee the utility contracting work of all employees of the business. In cases where a sole proprietorship, partnership, or corporation has more than one permanent office, then each permanent office shall be registered with the division and at least one person who holds a valid utility manager certificate issued under this chapter shall be stationed in each office on a full-time basis and shall oversee the utility contracting work of all employees of that office.

In addition Consultant shall comply with the all-applicable requirements of O.C.G.A. § 43-14-8.2 including subsections 43-14-8.2, 43-14-8.3 and 43-14-8.4.

EXHIBIT M: QUALITY CONTROL PLAN REQUIREMENTS

FC-9277 | Exhibit M: Quality Control Plan Requirements |Page 1 of 7

EXHIBIT M: QUALITY CONTROL PROGRAM

HARTSFIELD-JACKSON ATLANTA INTERNATIONAL AIRPORT FC-9277 PLANE TRAIN WEST EXTENSION PHASE I PROGRESSIVE DESIGN BUILD

1.1 Program Plan. Prior to commencing work at any work site, Contractor shall prepare and submit a Project specific Quality Control Plan. This plan shall cover controls instituted to assure quality of the Work and the documenting of any other significant quality activities, materials certification and testing submittals, procedural direction, and specific technical instructions.

1.2 General. The Contractor shall establish, provide, and maintain an effective Quality Control Program. Although guidelines are established and certain minimum requirements are specified herein and elsewhere in the Contract technical specifications, the Contractor shall assume full responsibility for accomplishing the stated purpose. The intent of this section is to enable the Contractor to establish a necessary level of control that will: (1) Adequately provide for the production of acceptable quality materials. (2) Provide sufficient information to assure both the Contractor and the Owner’s

Representative that the specification requirements can be met.

The Contractor shall be prepared to discuss and present, at the Pre-Construction Conference, his/her understanding of the quality control requirements. The Contractor shall not begin any construction or production of materials to be incorporated into the completed work until the Quality Control Program has been reviewed by the Owner’s Representative. No partial payment will be made for materials subject to specific quality control requirements until the Quality Control Program has been reviewed. The quality control requirements contained in this section and elsewhere in the Contract technical specifications are in addition to and separate from the acceptance testing requirements. Acceptance testing requirements are the responsibility of the Owner’s Representative.

1.2.1 Description of Program. A. General Description. The Contractor shall establish a Quality Control

Program to perform inspection of all items of work required by the technical specifications, including those performed by subcontractors. This Quality Control Program shall detail the methods and procedures that will be taken to ensure conformance to applicable specifications and Contract plans with respect to materials, workmanship, construction, finish, and functional performance. The Quality Control Program shall be effective for control of all construction work performed under this


Contract and shall specifically include surveillance required by the technical specifications, in addition to other requirements of this section and any other activities deemed necessary by the Contractor to establish an effective level of quality control.

B Quality Control Program. The Contractor shall describe the Quality Control Program in a written document, which shall be reviewed by the Owner’s Representative prior to the start of any production, construction, or offsite fabrication. The written Quality Control Program shall be submitted to the Owner’s Representative for review at least fifteen (15) calendar days before the mobilization.

The Quality Control Program shall be organized to address, at a minimum, the following items:

(1) Quality control organization;

(2) Submittals schedule;

(3) Inspection requirements;

(4) Quality Control Testing Plan;

(5) Documentation of quality control inspection activities; and (6) Requirements for corrective action when quality assurance and/or

acceptance criteria are not met. The Contractor is encouraged to add any additional elements to the Quality Control Program that he/she deems necessary to adequately control all production and/or construction processes required by this Contract.

(7) Inspection of all materials, construction, plant, and equipment for

conformance to the technical specifications, and as required by Section 1.2.

(8) Performance of all quality control tests as required by the technical

specifications and Section 1.2. Certification at an equivalent level, by a state or nationally recognized organization will be acceptable.

1.2.2 Quality Control Organization. The Contractor’s Quality Control Program shall be implemented by the establishment of a separate quality control organization. An organizational chart shall be developed to show all quality control personnel and how these personnel integrate with other management/production and construction functions and personnel. The organizational chart shall identify all quality control staff by name and function, and shall indicate the total staff required to implement all elements of the Quality Control Program, including inspection for each item of work. If necessary, different technicians can be


utilized for specific inspection functions for different items of work. The quality control organization shall consist of the following minimum personnel: A. Program Administrator. The Program Administrator shall be a full-time

employee of the Contractor, or a consultant engaged by the Contractor. The Program Administrator shall have a minimum of five (5) years of experience in airport and/or highway construction and shall have had prior quality control experience on a project of comparable size and scope as the Contract.

The Program Administrator shall have full authority to institute any and all actions necessary for the successful implementation of the Quality Control Program to ensure compliance with the Contract plans and technical specifications. The Program Administrator shall report directly to a responsible officer of the construction firm. The Program Administrator may supervise the Quality Control Program on more than one project provided that person can be at the job site within two (2) hours after being notified of a problem.

B. Quality Control Technicians. A sufficient number of quality control technicians necessary to adequately implement the Quality Control Program shall be provided. These personnel shall be either Owner’s Representative, engineering technicians, or experienced craftsman with qualifications in the appropriate field and shall have a minimum of two (2) years of experience in their area of expertise. The quality control technicians shall report directly to the Program Administrator and shall perform inspection of all materials, construction, and equipment for conformance to the technical specifications, and as required by Section 1.2.

C. Staffing Levels. The Contractor shall provide sufficient qualified quality control personnel to monitor each work activity at all times.

1.2.3 Submittals Schedule. The Contractor shall submit a detailed listing of all submittals (for example, mix designs, material certifications) and shop drawings required by the technical specifications. The listing can be developed in a spreadsheet format and shall include:

(1) Specification item number;

(2) Item description;

(3) Description of submittal;

(4) Specification paragraph requiring submittal; and

(5) Scheduled date of submittal.


1.2.4 Inspection Requirements. Quality control inspection functions shall be organized to provide inspections for all definable features of work. All inspections shall be documented by the Contractor as specified by Section 1.2. Inspections shall be performed daily to ensure continuing compliance with Contract requirements until completion of the particular feature of work.

With respect to concrete, inspections shall include the following minimum requirements:

A. During plant operation for material production, quality control test results and periodic inspections shall be utilized to ensure the quality of aggregates and other mix components, and to adjust and control mix proportioning to meet the approved mix design and other requirements of the technical specifications. All equipment utilized in proportioning and mixing shall be inspected to ensure its proper operating condition.

B. During field operations, quality control test results and periodic inspections shall be utilized to ensure the quality of all materials and workmanship. All equipment utilized in placing, finishing, and compacting shall be inspected to ensure its proper operating condition and to ensure that all such operations are in conformance to the technical specifications and are within the plan dimensions, lines, grades, and tolerances specified.

1.2.5 Quality Control Testing Plan. As a part of the overall Quality Control Program, the Contractor shall implement a quality control testing plan, as required by the technical specifications. The testing plan shall include the minimum tests and test frequencies required by each technical specification Item, as well as any additional quality control tests that the Contractor deems necessary to adequately control production and/or construction processes. The testing plan can be developed in a spreadsheet fashion. All quality control test results shall be documented by the Contractor as required by Section 1.2.6.

1.2.6 Documentation. The Contractor shall maintain current quality control records of all inspections performed. These records shall include factual evidence that the required inspections have been performed, including type and number of inspections involved; results of inspections; nature of defects, deviations, causes for rejection, etc.; proposed remedial action; and corrective actions taken. These records must cover both conforming and defective or deficient features, and must include a statement that all supplies and materials incorporated in the work are in full compliance with the terms of the Contract. Legible copies of these records shall be furnished to the Owner’s Representative daily. The records shall cover all work placed subsequent to the previously furnished records and shall be verified and signed by the Contractor’s Program Administrator. Specific Contractor quality control records required for the Contract shall include, but are not necessarily limited to, the following records:


1.2.6.1 Daily Inspection Reports. Each Contractor quality control technician

shall maintain a daily log of all inspections performed for both Contractor and subcontractor operations on a form acceptable to the Owner’s Representative. These technician's daily reports shall provide factual evidence that continuous quality control inspections have been performed and shall, as a minimum, include the following:

(1) Technical specification item number and description;

(2) Compliance with approved submittals;

(3) Proper storage of materials and equipment;

(4) Proper operation of all equipment;

(5) Adherence to plans and technical specifications; and

(6) Safety inspection.

The daily inspection reports shall be signed by the responsible quality control technician and the Program Administrator. The Owner’s Representative shall be provided at least one copy of each daily inspection report on the workday following the day of record

1.2.6.2 Test Reports. The Contractor shall be responsible for establishing a system, which will record all quality control test results. Test results shall be submitted to the Owner’s Representative prior to the start of the next day's work period. When required by the technical specifications, the Contractor shall maintain statistical quality control charts. The test reports shall be signed by the responsible quality control technician. Test reports shall document the following information:

(1) Technical specification item number and description;

(2) Test designation;

(3) Location;

(4) Date of test;

(5) Control requirements;

(6) Test results;


(7) Causes for rejection;

(8) Recommended remedial actions; and

(9) Retests. 1.2.7 Corrective Action Requirements. The Quality Control Program shall indicate

the appropriate action to be taken when a process is deemed, or believed, to be out of control (out of tolerance) and detail what action will be taken to bring the process into control. The requirements for corrective action shall include both general requirements for operation of the Quality Control Program as a whole, and for individual items of work contained in the technical specifications. The Quality Control Program shall detail how the results of quality control inspections and tests will be used for determining the need for corrective action and shall contain clear sets of rules to gauge when a process is out of control and the type of correction to be taken to regain process control. When applicable or required by the technical specifications, the Contractor shall establish and utilize statistical quality control charts for individual quality control tests. The requirements for corrective action shall be linked to the control charts.

The Owner’s Representativewill notify the Contractor of any noncompliance with any of the foregoing requirements. The Contractor shall, after receipt of such notice, immediately take corrective action. Any notice, when delivered by the ENGINEER or his designated representative to the Contractor or his/her authorized representative at the site of the work, shall be considered sufficient notice.

In cases where quality control activities do not comply with either the Contractor’s Quality Control Program or the Contract provisions, or where the Contractor fails to properly operate and maintain an effective Quality Control Program, as determined by the Owner’s Representative, the Owner’s Representative may:

(1) Order the Contractor to replace ineffective or unqualified quality control personnel or subcontractors.

(2) Order the Contractor to stop operations until an appropriate corrective action is taken.

1.2.8 Surveillance by the Owner’s Representative. All items of material and equipment shall be subject to surveillance by the CITY at the point of production, manufacture or shipment to determine if the Contractor, producer, manufacturer or shipper maintains an adequate quality control system in conformance with the requirements detailed herein and the applicable technical specifications and plans. In addition, all items of materials, equipment and work in place shall be subject to surveillance by the CITY at the site for the same purpose.


Surveillance by the Owner’s Representative does not relieve the Contractor of performing quality control inspections of either “on-site” or “off-site” Contractor’s or subcontractor’s work.

1.3 Plan Update. The Quality Control Plan shall reflect the interfaces between CITY or its designated representatives, Contractor, and other relevant organizational entities. It shall contain all appropriate interface control instructions. The plan shall be updated as necessary during this Contract to reflect any changes in the plan. The Quality Control Plan shall provide for the issuance of a "stop work" order by the Contractor or Owner’s Representative at any time during the Work when significant adverse quality trends and/or deviations from the approved Quality Control Program are found.

APPENDIX A: OFFICE OF CONTRACT COMPLIANCE

CITY OF ATLANTA SUITE 1700

55 TRINITY AVENUE, SW ATLANTA, GA 30303

(404) 330-6010 Fax: (404) 658-7359 Internet Home Page: www.atlantaga.gov

Kasim Reed Mayor

OFFICE OF CONTRACT COMPLIANCE Larry Scott

Director [email protected]

October 14, 2016 RE: Project No: FC- 9277, Plain Train Tunnel West Extension-Phase 1 Progressive design Build Dear Prospective City of Atlanta Bidder: The Office of Contract Compliance (OCC) information is an integral part of every eligible City of Atlanta bid. All Bidders are required to make efforts to ensure that businesses are not discriminated against on the basis of their race, ethnicity or gender, and to demonstrate compliance with these program requirements at or prior to the time of Bid opening, or upon request by OCC. Bidders are required to ensure that prospective subcontractors, vendors, suppliers and other potential participants are not denied opportunities to compete for work on a City contract on the basis of their race, ethnicity, or gender, and must afford all firms, including those owned by racial or ethnic minorities and women, opportunities to participate in the performance of the business of the City to the extent of their availability, capacity and willingness to compete. Please read all of the information very carefully. Pay close attention to the specific goals for minority and female business enterprise participation for this project and the EBO program reminders listed on page 6. If you have any questions about the information included in this section of the solicitation, please contact the City of Atlanta Office of Contract Compliance at (404) 330-6010. The City of Atlanta looks forward to the opportunity to do business with your company.

http://www.ci.atlanta.ga.us/

TABLE OF CONTENTS Policy Statement .................................................................................................................... 1 Implementation of EBO Policy ............................................................................................. 2 Determination of Non-discrimination During Bid Process ................................................... 2 OCC Review of Bidder Submissions ..................................................................................... 3 Equal Business Opportunity Program Bid.RFP Submittals ................................................... 4 Monitoring of EBO Policy ..................................................................................................... 4 Implementation of EEO Policy .............................................................................................. 4 Monitoring of EEO Policy ..................................................................................................... 4 Joint Venture Participation on City of Atlanta Projects......................................................... 5 Equal Business Opportunity M/FBE Availability for This Project ....................................... 6 Equal Business Opportunity Program Reminders ................................................................. 7 Covenant of Non-discrimination (EBO-1)............................................................................. 8 EBO Subcontractor Contact Form (EBO-2) .........................................................................09-10 EBO Subcontractor Utilization Plan (EBO-3) ....................................................................... 11 Letter of Intent .......................................................................................................................12-13 Termination/Substitution Acknowledgement Form .............................................................. 14 First Source Jobs Program Policy Statement ......................................................................... 15 First Source Jobs Information Forms ....................................................................................16-25

i

CITY OF ATLANTA

EQUAL BUSINESS OPPORTUNITY (EBO)

POLICY STATEMENT It is the policy of the City of Atlanta to promote full and equal business opportunity for all persons doing business with the City. The City must ensure that firms seeking to participate in contracting and procurement activities with the City are not prevented from doing so on the basis of the race or gender of their owners. The City is committed to ensuring that it is not a passive participant in any private scheme of discrimination. To ensure that businesses are not discriminated against with regard to prime contracting, subcontracting or other partnering opportunities with the City, the City has developed an Equal Business Opportunity (EBO) Program. It is also the policy of the City of Atlanta to actively promote equal employment opportunities for minority and female workers and prohibit discrimination based upon race, religion, color, sex, national origin, marital status, physical handicap or sexual orientation through the City's Equal Employment Opportunity (EEO) Program. The purpose of the Equal Business Opportunity and Equal Employment Opportunity Programs is to mitigate the present and ongoing effects of the past and present discrimination against women and minority owned businesses and women and minority workers so that opportunity, regardless of race or gender, will become institutionalized in the Atlanta marketplace. It is important to note that all bidders, without exception, including minority and female owned business enterprises, must comply with the City of Atlanta's EBO and EEO Program requirements. Goals for minority and female business enterprises are set for this project on page 6.

1

Implementation of EBO Policy

The Office of Contract Compliance will review information submitted by Bidders pertaining to efforts to promote opportunities for diverse businesses, including M/FBEs, to compete for business as subcontractors and/or Suppliers. A Bidder is eligible to be further considered for award of a City contract upon a finding by OCC that the Bidder has engaged in, and provided with its bid submission documentation of efforts to ensure that its process of soliciting, evaluating and awarding subcontracts, placing orders, and partnering with other companies has been non-discriminatory. To assist prime contractors in this effort, the Office of Contract Compliance has set forth in this solicitation document the M/ FBE goals w ithin the relevant NAICS Codes, for this Project. For subcontracting, the Subcontractor Project Plan must include all subcontractors (majority and minority owned) to be utilized on the project, detail the services to be performed, the dollar value of the work to be performed by each subcontractor, and the City of Atlanta M/FBE certification number and supplier id number as applicable. For suppliers, the Subcontractor Project Plan must include all subcontractors (majority and minority owned), the supplies to be provided, including the dollar value of the supplies being provided and the City of Atlanta M/FBE certification number and supplier id number as applicable.

Determination of Non-discrimination During Bid Process

No Bidder shall be awarded a contract on an Eligible Project unless the Office of Contract Compliance determines that the Bidder has satisfied the non-discrimination requirements of section 2-1448 on such Eligible Project. Accordingly, each Bidder shall submit with each Bid the following

1. Covenant of Non Discrimination. Each Bidder shall submit with her/his Bid a Covenant of Non-Discrimination which is set forth herein as Exhibit EBO1.

2. Outreach efforts documentation. Each bidder shall submit with her/his bid written documentation

demonstrating the bidder’s outreach efforts to identify, contact, contract with, or utilize businesses, including certified M/FBEs as subcontractors or suppliers on the contract. This information shall be set forth on Exhibit EBO2, which is included herein.

3. Subcontractor project plan. Each bidder shall submit with her/his bid a completed and signed subcontractor project plan, in a form approved and provided by the office of contract compliance, which lists the name, address, telephone number and contact person of each subcontractor or other business to be used in the contract, the NAICS Code and the type of work or service each business will perform, the dollar value of the work and the scope of work, the ownership of each business by race and gender, if applicable the AABE, APABE, HABE, or FBE certification number of each business, and any other information requested by the office of contract compliance. In order for the office of contract compliance to officially consider a firm to be an M/FBE, the M/FBE firm must be certified by or have a certification application pending with the office of contract compliance prior to the bidder’s submission of the bid. The subcontractor project plan shall not be changed or altered after approval of the plan and award of the contract without the written approval of the director of the office of contract compliance. A written letter to the director of the office of contract compliance requesting approval to change the subcontractor project plan must be submitted prior to any change in the plan or termination of an M/FBE’s contract.

2

OCC Review of Bidder Submissions

The Office of Contract Compliance shall determine whether a Bidder has satisfied the non-discrimination requirements of section 2-1448 based on its review of the Covenant of Non

Discrimination, the Outreach Efforts Documentation, the Subcontractor Project Plan, and its review of other relevant facts and circumstances, including complaints received as part of the bid process. In reviewing the documents submitted by a Bidder to determine whether the Bidder has satisfied the non-discriminatory practices requirement of this section, the Office of Contract Compliance will consider, among other things, the total project dollars subcontracted to or expended for services performed by other businesses, including certified M/FBEs, whether such businesses perform Commercially Useful Functions in the work of the contract based upon standard industry trade practices, whether any amounts paid to Supplier businesses are for goods customarily and ordinarily used based upon standard industry trade practices, and the availability of certified M/FBEs within the relevant NAICS Codes for such Eligible Project.

(a) Receipt of Complaint of Discrimination in the Bid Process

The office of contract compliance shall accept complaints of alleged discrimination during the bid process regarding any participant in the bid process. Where the complaint of discrimination is specific to the procurement which is under consideration by the city, the office of contract compliance may investigate said complaint, determine its validity, and determine whether the actions complained of impact the bidder’s responsiveness on the specific procurement. Allegations of discrimination based on events, incidents or occurrences which are unrelated to the specific procurement will be placed in the bidder’s file maintained in the vendor relations database and handled in accordance with the procedure established in the city’s vendor relations subdivision, section 2-1465, et seq.

(b) Determination of Violation of EBO Process

Where the office of contract compliance investigates a complaint of discrimination that is related to the specific bid process, the details of that investigation, including findings, shall be recorded and maintained in the vendor relations database, pursuant to section 2-1471.

(c) Office of Contract Compliance Determination of Non-Compliance

When, based upon the totality of the circumstances, the office of contract compliance determines that a bidder fails to satisfy the requirements of section 2-1448(a) of a city bid solicitation, the director of the office of contract compliance shall present a written determination of non-compliance to the Chief Procurement Officer which states the determination and lists the reasons for the determination. A bid that does not comply with the requirements set forth in section 2-1448(a) shall be deemed non-responsive and rejected.

3

Equal Business Opportunity Program Bid/RFP Submittals

The Office of Contract Compliance will make any determination of non-responsiveness. The covenant of non-discrimination, the outreach efforts documentation, the subcontractor project plan, and any other information required by OCC in the solicitation document pursuant to section 2-1448 must be completed in their entirety by each bidder and submitted with the other required bid documents in order for the bid to

be considered as a responsive bid. Failure to timely submit these forms, fully completed, will result in the bid being considered as a non-responsive bid, and therefore, excluded from consideration.

Monitoring Of EBO Policy Upon execution of a contract with the City of Atlanta, the successful bidder's Subcontractor Project Plan will become a part of the contract between the bidder and the City of Atlanta. The Subcontractor Project Plan will be monitored by the City of Atlanta's Office of Contract Compliance for adherence with the plan. The successful bidder will be required to provide specific EBO information on a monthly basis that demonstrates the use of subcontractors and suppliers as indicated on the Subcontractor Project Plan. The failure of the successful bidder to provide the specific EBO information by the specified date each month shall be sufficient cause for the City to withhold approval of the successful bidder’s invoices for progress payments, increase the amount of the successful bidder’s retainage, require joint check issuance, or evoke any other penalties as set forth in the City of Atlanta Code of Ordinances, Sections 2-1452 and 2-1456.

Implementation of EEO Policy The City effectuates its EEO policy by adopting racial and gender work force availability for every contractor performing work for the City of Atlanta. These percentages are derived from the work force demographics set forth in the 2010 Census EEO file prepared by the United States Department of Commerce for the applicable labor pool normally utilized for the contract.

Monitoring of EEO Policy Upon award of a contract with the City of Atlanta, the successful bidder must submit a Contract Employment Report (CER), describing the racial and gender make-up of the firm's work force. If the CER indicates that the firm's demographic composition does not meet the adopted EEO goals, the firm will be required to submit an affirmative action plan setting forth the steps to be taken to reach the adopted goals. The CER and the affirmative action plan, if necessary, will become a part of the contract between the successful bidder and the City of Atlanta. Compliance with the EEO requirements will be monitored by the Office of Contract Compliance.

4

Joint Venture Participation on City of Atlanta Projects

The City of Atlanta encourages, where economically feasible, the establishment of joint ventures to ensure prime contracting opportunities for all businesses, including good faith outreach efforts to utilize certified minority and female business enterprises on Eligible Projects. On projects valued at five (5) million dollars or greater, the Office of Contract Compliance shall determine on a project-by-project basis whether non-discriminatory outreach efforts to enter into a joint venture shall be required. On such Eligible Projects, joint venture member businesses must have different race ownership, different gender ownership or both. The minority and female business enterprise members of the joint venture on projects on which a Joint Venture is required must be certified as such by the Office of Contract Compliance, and the joint venture team shall include in its bid submittal the MBE or FBE certification number of each MBE or FBE joint venture member. OCC has made the determination non-discriminatory outreach efforts to enter into a joint venture are required for this solicitation. No bid on a City contract for an Eligible Project shall be accepted from a joint venture team unless each participant independently signs and submits a Covenant of non-discrimination (EBO-1) A joint venture may submit its agreement to the Office of Contract Compliance for pre-approval no later than fourteen (14) calendar days prior to the date set for receipt of bids on an Eligible Project. Otherwise, agreements must be submitted on or before the date set for receipt of bids on an Eligible Project. Components of a Joint Venture Agreement The Joint Venture agreement should include at a minimum:

• The name of the Joint Venture • Contact information of designated primary JV contact person • Identification of all firms participating in the JV • The initial capital investment of each venture partner • Terms and conditions under which future contributions may be necessary • The proportional allocation of profits and losses to each venture partner • Description of proportion of work controlled by and management of the joint venture team

members • The method of, and responsibility for, accounting • Frequency of JV meetings and method for minutes taking and storage • The methods by which disputes are resolved. • Provide the specific citation/section of your JV that speaks to the Contract’s non-

discrimination and assurance requirements • All other pertinent factors of the joint venture.

5 Equal Business Opportunity M/FBE GOALS for this Project

Project No: FC- 9277, Plain Train Tunnel West Extension-Phase 1 Progressive design Build Part 1: All proponents must ensure that non-discriminatory practices are utilized to enter into a Joint Venture Agreement in accordance with the City of Atlanta’s EBO/SBO Ordinance. The Joint Venture Agreement, at the very least, should reflect details of the member company’s/companies’ involvement in the : Plain Train Tunnel West Extension-Phase 1 Progressive design Build project throughout the life of the contract. (See Page 6) Part 2: All proponents must ensure that non-discriminatory practices are utilized during efforts to engage minority and female subcontractors and suppliers throughout the life of the contract. All outreach efforts must be documented and included with this bid submittal. The dominant NAICS code and trade to be engaged for the above referenced phase is:

237990-Tunnel, 238910- Excavation The above referenced dominant NAICS code was used for the purposes of calculating the appropriate participation goal. However, any COA certified firm that is engaged by the successful Prime proponent who performs a commercially useful function in the execution of the project will be eligible for participation credit. The availability of certified M/FBE firms for the procurement categories in the various scopes associated with this project is:

26.1 MBE & 11.1 FBE Please be reminded that no Bidder shall be awarded a contract on an Eligible Project unless the Office of Contract Compliance determines that the Bidder has satisfied the non-discrimination requirements of section 2-1448 on such Eligible Project. Details of the O.C.C. review process for determination of non-discrimination are outlined on page 3 of this document.

Note: This project is planned to be constructed independently but in coordination with other projects. OCC will count M/FBE participation in the form of a certified joint venture partner (self-performing a scope of work), and certified M/FBE subcontractor arrangements. The above referenced goal will be measured against total contract value inclusive of any change orders and/or miscellaneous modifications that may occur throughout the life of the project.

6

Equal Business Opportunity Program Reminders for This Solicitation

1. Certification. It is the prime contractor's responsibility to verify that MBEs and FBEs included on the Subcontractor Project Plan are certified by the City of Atlanta’s Office of Contract Compliance, or have a certification application pending with the City of Atlanta’s Office of Contract Compliance.

2. Joint Venture Agreements. The Joint Venture member businesses must have different race

ownership, different gender ownership, or both. MFBE members of the Joint Venture must be certified as such by the Office of Contract Compliance. The Joint Venture team shall include in its submittal the MFBE certification number of each MFBE Joint Venture member.

3. Subcontractor Contact Form. It is required that bidders list and submit information on all subcontractors they solicit for quotes, all subcontractors who contact them with regard to the project, and all subcontractors they have discussions with regarding the project. Failure to provide complete information on this form will result in your bid being declared non-responsive.

4. Reporting. The successful bidder must submit monthly EBO participation reports to the Office of Contract Compliance in a manner as prescribed by the OCC contract monitor of record.

5. SBO/EBO Ordinance. The EBO Program is governed by the provisions of the SBO/EBO

Ordinance set forth in the City of Atlanta Code Division 12, section 2 - 1356 through 2 -1480. The ordinance can be obtained from the City of Atlanta Clerk's Office at (404) 330-6032.

6. Supplier Participation. In order to receive full M/FBE credit, suppliers must manufacture or

warehouse the materials, supplies, or equipment being supplied for use on the Eligible Project.

7. OCC Registry of Certified Firms. To access OCC's real time registry of vendors (certified or non-certified), visit our PRISM Compliance Management portal at: https://pro.prismcompliance.com/default.aspx. Next, click the drop down arrow under "Visit a Jurisdiction", select "City of Atlanta", and click "go!" Once there, you may search by Industry or Certification to obtain your desired results. You may also go to the website: www.atlantaga.gov/contractcompliance and scroll down to the section heading “Registry of Certified Firms” Click OCC's quarterly list to access the current directory of certified firms.

7

COVENANT OF NON-DISCRIMINATION The undersigned understands that it is the policy of the City of Atlanta to promote full

and equal business opportunity for all persons doing business with the City of Atlanta.

The undersigned covenants that we have not discriminated, on the basis of race, gender

https://pro.prismcompliance.com/default.aspx

http://www.atlantaga.gov/contractcompliance

or ethnicity, with regard to prime contracting, subcontracting or partnering

opportunities. The undersigned further covenants that we have completed truthfully

and fully the required forms EBO-2 and EBO-3. Set forth below is the signature of an

officer of the bidding entity with the authority to bind the entity.

_______________________________________ Signature of Attesting Party _______________________________________ Title of Attesting Party On this _____ day of ________________, 20___, before me appeared ______________, the person who signed the above covenant in my presence. _______________________________________ Notary Public Seal

FORM EBO-1

8

FORM EBO-2 (Page 1 of 2)

SUBCONTRACTOR CONTACT FORM

List all subcontractors or suppliers (Majority, EBO and Non-EBO Certified) that were contacted regarding this project.

Name of Sub-contractor/

Supplier/JV Partner

Contact Name, Address and Phone Number

City Of Atlanta

Business License?

(Yes or No)

Type of Work

Solicited for

Solicited for JV?

(Yes or No)

Business Ownership (see code below)

Certification No. and Expiration Date

Results of Contact

Business Ownership Code: AABE - African American Business Enterprise, HABE --- H ispanic Business Enterprise, FBE --- Female Business Enterprise, APABE --- Asian (Pacific Islander) American Business Enterprise Company Name: _____________________________________ Project Name: ______________________________ FC#: _________ Printed Signature: ___________________________________

Date: _____________________________

FORM EBO-2 (Page 2 of 2)

Name of Sub-contractor/

Supplier/JV Partner


City Of Atlanta

Business License?

(Yes or No)

Type of Work

Solicited for

Solicited for JV?

(Yes or No)

Business Ownership (see code below)

Certification No. and Expiration

Date

Results of Contact

Total M BE%_____ Total FBE%_____ Total EBO%_______ Code: AABE - African American Business Enterprise, HABE --- Hispanic American Business Enterprise, FBE --- Female Business Enterprise, APABE --- Asian (Pacific Islander) American Business Enterprise

Proponent’s Company Name: ____________________ Project Name: ___________________________ FC#: ____________ Proponent’s Contact Number:____________________ EBO 3

Printed Signature:________________________

Date: ___________

EQUAL BUSINESS OPPORTUNITY SUBCONTRACTOR PROJECT PLAN SUBCONTRACTOR/SUPPLIER UTILIZATION List all Majority, EBO Certified, and Non-EBO Certified subcontractors/ suppliers, including lower tiers, to be used on this project.

Name of Sub-contractor/ Supplier


City of Atlanta

Business License?

(yes or no)

Joint Venture Partner? (yes or

no)

NIACS Code

Type of Work to be

Performed

Ethnicity of M /FBE

Ownership (see code below)

M /FBE Certification

No. and Expiration

Date

Dollar ($) Value of Work and

Scope of Work

Percentage (%) of Total Bid Amount

(THIS PAGE SHALL BE SUBMITTED FOR EACH SUB FIRM)

LETTER OF INTENT

FC#________________________

Proponent Name:

Address:

City: State: Zip:

Subcontracting Firm: Firm Name:

Address:

City: State: Zip:

Sub firm Contact Person: Name: Phone: ( )

Firm is performing as: Non-certified Sub Certified Sub Joint Venture Team Member

If Certified, Certification # and Expiration Date:

Work item(s) to be performed

by Sub Description of Work Item Dollar(s) Value

of Work and Scope of Work


TOTAL Diversity% Credit Claimed for this Contractor The bidder/offeror is committed to utilizing the above-named Subcontractor firm for the work described above. The estimated participation is as follows:

Sub contract amount: $ Percent of total contract: %

AFFIRMATION: The above-named Subcontractor firm affirms that it will perform the portion of the contract for the estimated dollar value as stated above.

By: _______________________________________________________________________ (Print name) (Title)

_______________________________________________________________________ (signature) (date)

* In the event the bidder/offeror does not receive award of the prime contract, any and all representations in this Letter of Intent and Affirmation shall be null and void

12

(THIS PAGE SHALL BE SUBMITTED FOR EACH SUB FIRM)

LETTER OF INTENT

FC#________________________

Proponent Name:

Address:

City: State: Zip:

Subcontracting Firm: Firm Name:

Address:

City: State: Zip:

Sub firm Contact Person: Name: Phone: ( )

Firm is performing as: Non-certified Sub Certified Sub Joint Venture Team Member

If Certified, Certification # and Expiration Date:

Work item(s) to be performed

by Sub Description of Work Item Dollar(s) Value

of Work and Scope of Work


TOTAL Diversity% Credit Claimed for this Contractor The bidder/offeror is committed to utilizing the above-named Subcontractor firm for the work described above. The estimated participation is as follows:

Sub contract amount: $ Percent of total contract: %

AFFIRMATION: The above-named Subcontractor firm affirms that it will perform the portion of the contract for the estimated dollar value as stated above.

By: _______________________________________________________________________ (Print name) (Title)

_______________________________________________________________________ (signature) (date)

* In the event the bidder/offeror does not receive award of the prime contract, any and all representations in this Letter of Intent and Affirmation shall be null and void

13

DIVERSITY FIRM TERM INATION/SUBSTITUTION ACKNOWLEDGEM ENT FORM

As a participant in an eligible City of Atlanta (COA) diversity program contract, certain restrictions and procedures apply to the termination and substitution of a diversity certified entity by a prime concessionaire or prime contractor, as mandated by federal regulations and City ordinances. These requirements are established by 49 C.F.R. § 26.53(f), code sections 2-1356- 2-1380, and 2-1441- 2-1480 of the COA code of ordinances, as may be amended from time to time. OCC will not allow a prime concessionaire or prime contractor to substitute or terminate a diversity program certified entity w ithout OCC’s prior written consent, which w ill be granted only upon a written finding of good cause. OCC requires completion of a form document to accompany the reason(s) for the request to terminate and/ or substitute, which is available at:

http:/ / www.atlantaga.gov/ modules/ showdocument.aspx?documentid=491 For ease of reference, the federal requirements are quoted below:

49 C.F.R. § 26.53(f) (1) (i) [OCC] must require that a prime contractor not terminate a DBE[/ ACDBE] subcontractor listed in response to paragraph (b)(2) of this

section (or an approved substitute DBE[/ ACDBE] firm) without [OCC’s] prior written consent. This includes, but is not limited to, instances in which a prime contractor seeks to perform work originally designated for a DBE[/ ACDBE] subcontractor w ith its own forces or those of an affiliate, a non-DBE[/ ACDBE] firm, or w ith another DBE[/ ACDBE] firm.

(ii) [OCC] must include in each prime contract a provision stating: (A) That the contractor shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed

unless the contractor obtains your written consent as provided in this paragraph (f); and (B) That, unless your consent is provided under this paragraph (f), the contractor shall not be entitled to any payment for work or

material unless it is performed or supplied by the listed DBE[/ ACDBE]. (2) [OCC] may provide such written consent only if [OCC] agree[s], for reasons stated in [OCC’s] concurrence document, that the prime

contractor has good cause to terminate the DBE[/ ACDBE] firm. (3) For purposes of this paragraph, good cause includes the following circumstances: (i) The listed DBE[/ ACDBE] subcontractor fails or refuses to execute a written contract; (ii) The listed DBE[/ ACDBE] subcontractor fails or refuses to perform the work of its subcontract in a way consistent w ith normal

industry standards. Provided, however, that good cause does not exist if the failure or refusal of the DBE[/ ACDBE] subcontractor to perform its work on the subcontract results from the bad faith or discriminatory action of the prime contrac[t]or;

(iii) The listed DBE[/ ACDBE] subcontractor fails or refuses to meet the prime contractor's reasonable, nondiscriminatory bond requirements.

(iv) The listed DBE[/ ACDBE] subcontractor becomes bankrupt, insolvent, or exhibits credit unworthiness; (v) The listed DBE[/ ACDBE] subcontractor is ineligible to work on public works projects because of suspension and debarment

proceedings pursuant 2 CFR Parts 180, 215 and 1,200 or applicable state law; (vii) [OCC] ha[s] determined that the listed DBE[/ ACDBE] subcontractor is not a responsible contractor; (vi) The listed DBE[/ ACDBE] subcontractor voluntarily w ithdraws from the project and provides to [OCC] written notice of its

w ithdrawal; (vii) The listed DBE[/ ACDBE] is ineligible to receive DBE[/ ACDBE] credit for the type of work required; (viii) A DBE[/ ACDBE] owner dies or becomes disabled with the result that the listed DBE[/ ACDBE] contractor is unable to complete its work

on the contract; (ix) Other documented good cause that [OCC] determine[s] compels the termination of the DBE[/ ACDBE] subcontractor. Provided, that

good cause does not exist if the prime contractor seeks to terminate a DBE[/ ACDBE] it relied upon to obtain the contract so that the prime contractor can self-perform the work for which the DBE[/ ACDBE] contractor was engaged or so that the prime contractor can substitute another DBE[/ ACDBE] or non-DBE[/ ACDBE] contractor after contract award.

(4) Before transmitting to [OCC] its request to terminate and/ or substitute a DBE[/ ACDBE] subcontractor, the prime contractor must give notice in writing to the DBE[/ ACDBE] subcontractor, w ith a copy to [OCC], of its intent to request to terminate and/ or substitute, and the reason for the request.

(5) The prime contractor must give the DBE[/ ACDBE] five days to respond to the prime contractor's notice and advise [OCC] and the contractor of the reasons, if any, why it objects to the proposed termination of its subcontract and why [OCC] should not approve the prime contractor's action. If required in a particular case as a matter of public necessity (e.g., safety), [OCC] may provide a response period shorter than five days.

(6) In addition to post-award terminations, the provisions of this section apply to pre-award deletions of or substitutions for DBE[/ ACDBE] firms put forward by offerors in negotiated procurements.

The undersigned acknowledges these requirements on behalf of the below-listed entity.

Prime: ________________________

Contract No.: ________________________ Signature: ________________________

Name: ________________________

Title: ________________________ Date: ________________________

http://www.atlantaga.gov/modules/showdocument.aspx?documentid=491

First Source Jobs Program Policy Statement It is the policy of the City of Atlanta to provide job opportunities to the residents of the City of Atlanta, whenever possible. Whereas every contract with the City of Atlanta creates a potential pool of new employment opportunities, the following program is applicable to construction projects only and is subject to review by AWDA on a case by case basis for applicability. Once AWDA has made the determination that the First Source Jobs Program is applicable, the successful prime contractor (and all subcontractors associated with the awarded project) is expected to work with the First Source Jobs Program to fill at least 50% of all new entry-level jobs, which arise from this project, with residents of the City of Atlanta. AWDA has determined that the first source Jobs program is applicable for this project. For more specific information about the First Source Jobs Program contact:

Michael Sterling Executive Director

First Source Jobs Program Atlanta Workforce Development Agency

818 Pollard Boulevard Atlanta, GA 30315

(404) 546-3000

15

AGREEMENT

FC-_____________

ATLANTA WORKFORCE DEVELOPMENT AGENCY FIRST SOURCE JOB TRAINING AND EMPLOYMENT PLACEMENT PROGRAM

This Agreement is made on the _____ day of __________, _____ and entered into between the Atlanta Workforce Development Agency (“AWDA”), an agency implementing the City of Atlanta’s First Source Job Training and Employment Placement Program (“Program”), having its principal office at 818 Pollard Boulevard, S.W. Atlanta, Georgia 30315, and Name of General Contractor (“Construction GC”), a Georgia for profit corporation, having its principal office at Insert Construction GC Address. WHEREAS, Ordinance 10-O-0928, which created the City of Atlanta’s First Source Job Training and Employment Placement Program, was adopted by the Atlanta City Council on February 4, 2013 and approved by the Mayor of Atlanta on February 13, 2013; and, WHEREAS, according to the most recent U.S. Census Bureau statistics, some 25 percent of the City of Atlanta’s residents live below the federal poverty level; and, WHEREAS, the City of Atlanta, through implementation of the Program, desires to address the issues of poverty, unemployment, and underemployment by providing meaningful job and career opportunities to the city’s residents; and, WHEREAS, the City of Atlanta enters into numerous public works and improvement contracts that are funded by public tax dollars; and, WHEREAS, various building and construction workers are required to fulfill and perform the work required under said contracts; and, WHEREAS, in order to facilitate the successful implementation of the Program, AWDA and the Construction GC desire to enter into this Agreement to set forth the respective responsibilities and obligations of each party for the duration of the Construction Contract as entered into between the City of Atlanta and the Construction GC. NOW, THEREFORE, in consideration of the mutual covenant herein contained, the AWDA and the Construction GC hereby agree as follows: Section 1. Definitions. The following italicized terms shall have the following meanings. All definitions include both the singular and plural forms. Construction Contract shall mean a contract entered into or funded by the City for the performance of work that requires construction or building trades skills and has a face value greater than the Threshold Amount. Construction General Contractor (“Construction GC”) shall mean any entity entering into a Construction Contract that exceeds the Threshold Amount. Entry-level shall mean any non-managerial position that requires either no education above a high school diploma or certified equivalency, or less than two (2) years of training or specific preparation. This definition includes, but is not limited to apprentices.

First Source Register shall mean the register managed by AWDA providing theConstruction GC and its Sub-contractors with Workforce Innovation and Opportunity Act (WIOA) eligible residents of the City of Atlanta from which to fill Entry-level construction positions. New Construction Position shall mean any non-executive, non-professional engineering, non-office, or non-clerical job, or any job not filled by full-time employees on the Construction GC’s payroll for at least three months prior to the Notice to Proceed for the Construction Contract. Sub-contractor shall mean any contractor performing construction work either directly or indirectly for the Construction GC, pursuant to any Construction Contract and that meets the Threshold Amount. Threshold Amount shall mean any Construction Contract in which the prime contract is $500,000.00 or greater and the sub-contract(s) is $250,000.00 or greater. Workforce Innovation and Opportunity Act (“WIOA”) shall refer to Public Law 113-128, passed by the U.S. Congress and signed into law by President Barack Obama in July 2014. The Act reauthorized the Workforce Investment Act of 1998. WIOA is a federal grant program designed to help job seekers access employment, education, training, and support services to succeed in the labor market and to match employers with the skilled workers. Section 2. General.

A. Construction GC shall, and shall cause the Construction GC’s Sub-contractors to, use AWDA as its first source for the recruitment, referral, and placement of New Construction Positions through the First Source Register subject to the terms of this Agreement.

B. AWDA will provide recruitment, referral, and placement services through the First Source Register to the Construction GC and its Sub-contractors.

Section 3. Responsibilities of AWDA. The AWDA shall:

A. Provide recruitment and referral to the Construction GC and Sub-contractor(s), subject to the limitations set out in this Agreement.

B. Screen applicants and provide Construction GC and Sub-contractor(s) with a list of applicants according to the terms of this Agreement.

Section 3. Responsibilities of the Construction GC. The Construction GC shall, and shall cause its Sub-contractor(s) to:

A. Review and interview job applicants exclusively from the First Source Register – prior to reviewing job applicants from any other source – for all new entry-level Construction Positions.

B. Make good faith efforts to fill 50 percent of entry-level positions with City of Atlanta residents who are listed on the First Source Registry.

C. Provide signed letters of assent (“Exhibit C”) indicating agreement to the terms of the First Source Job Training and Employment Placement Program with the submission of the proposal documents.”

D. Provide AWDA with Employer Projection of Positions Form (“Exhibit A”), which shall contain a list of all New Construction Positions for which the Construction GC is hiring, as well as the job qualifications for those positions. This notification shall occur after the Construction Contract has been awarded and before the Notice to Proceed (“NTP”) is issued.

E. After issuance of the NTP, provide a final Employer Projection of Positions Form (“Exhibit A”) to AWDA.

F. Provide names and position titles of all Non-New Construction Positions (“Exhibit B”). Non-New Construction Positions include any executive, professional engineering, office, or clerical jobs, or any jobs filled by full-time salaried employees on the Construction GC’s payroll for at least three months prior to the notice to proceed. This list shall be deemed exempted positions.

G. Include provisions in all Construction Contracts entered into with Sub-contractors to represent and warrant adherence to the terms of this Agreement.

H. Evaluate and interview all candidates provided by AWDA from the First Source Register and provide AWDA with the Post-Interview Evaluation Form (“Exhibit D”), within ten (10) days of the evaluation and interview.

I. Provide AWDA with a completed Requisition Progress Report (“Exhibit E”) certifying compliance with this Agreement and detailing individuals who were hired, their address, start and end employment dates, and hours worked during that month.

J. Maintain daily sign-in sheet logs and payroll records for all of its employees and make said sign-in sheet logs and payroll records available to AWDA upon request. AWDA shall not use such records for any purpose other than monitoring of compliance with this Agreement.

K. Submit to AWDA with each payment application for the Construction Contract, the following items:

(i) A copy of all completed Employer Projection of Positions Forms (“Exhibit A”) which have been completed since the last requisition submitted;

(ii) A copy of all completed Post-Interview Evaluation Forms (“Exhibit D”) which have been

completed since the last requisition submitted; and

(iii) The completed Requisition Progress Report (“Exhibit E”) which have been completed since the last requisition submitted.

Section 4. Nondiscrimination. No party to this Agreement shall discriminate against First Source Register referrals in any terms and conditions of employment, including retention, promotions, job duties, shift assignments, and training opportunities. Section 5. Events of Default. Subject to construction schedules and safety requirements, AWDA, the Office of Contract of Compliance (“OCC”), and awarding departments shall have the right to engage in random inspections of job sites and have access to the employees of the Construction Contractor or Sub-contractor(s) and the records required under Ordinance 10-O-0928 (City of Atlanta Code of Ordinances, ARTICLE XI). If AWDA, OCC, or an awarding department determine the Construction GC and/or Sub-contractor(s) are not in compliance with this Agreement, any or all of the following actions may be taken:

• Withhold progress payments of up to 10% of the Contract Amount;

• Refusal of all future bids on City projects until such time as the Construction GC and/or Sub-contractor

come into compliance with this Agreement; or

• Termination of the Agreement. Section 6. Notices. All notices, consents, approvals and other communications which may be or are required to be given by AWDA or the Construction GC under this Agreement shall be properly given only if made in writing and sent by (a) hand delivery, or (b) certified mail, return receipt requested, or (c) a nationally recognized overnight delivery service (such as Federal Express, UPS Next Day Air or Airborne Express), (d) by email to the email address listed below (provided that a copy of such notice is also delivered within 24 hours to the party by one of the methods listed in this Section 6(a), (b) or (c)), or (e) by facsimile to the facsimile number listed below (provided that a copy of such notice is also delivered within 24 hours to the party by one of the other methods listed in this Section 6(a), (b) or (c)), with all postage and delivery charges paid by the sender and addressed to the other parties as applicable as set forth below. Said notice addresses are as follows: If notice is to City: Atlanta Workforce Development Agency 818 Pollard Blvd., SW Atlanta, GA 30315 ATTN: Business Relations Manager [email protected] If notice is to Construction GC: _____________________________________ _____________________________________ _____________________________________ _____________________________________ Each party may change its address by written notice in accordance with this Section (effective five (5) days after the delivery of written notice thereof). Any communication addressed and mailed in accordance with this Section will be deemed to be given when received, unless rejected or returned by the recipient, in which case when mailed, any notice so sent by electronic or facsimile transmission will be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person will be deemed to be given when receipted for, or actually received, by the party identified above. Section 7. Amendments and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed by the parties hereto. No course of dealing on the part of any party to this Agreement, nor any failure or delay by any party to this Agreement with respect to exercising any right, power, or privilege hereunder will operate as a waiver thereof. Section 8. Invalidity. In the event that any provision of this Agreement is held unenforceable in any respect, such unenforceability will not affect any other provision of this Agreement. Section 9. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. The Construction GC may not assign this Agreement or any of its rights hereunder or any interest herein without

mailto:[email protected]

the prior written consent of AWDA, which consent may be withheld or conditioned in the sole discretion of AWDA; provided, however, that AWDA will not unreasonably withhold its consent to an assignment by the Construction GC of all or any of its rights under this Agreement. Section 10. Exhibits; Titles of Articles and Sections. The exhibits attached to this Agreement are incorporated herein and will be considered a part of this Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement will prevail. All titles or headings are only for the convenience of the parties and may not be construed to have any effect or meaning as to the Agreement between the parties hereto. Any reference herein to a Section or subsection will be considered a reference to such Section or subsection of this Agreement unless otherwise stated. Any reference herein to an exhibit will be considered a reference to the applicable exhibit attached hereto unless otherwise stated. Section 11. Applicable Law. This Agreement is made under and will be construed in accordance with and governed by the laws of the State of Georgia. No provision of this agreement shall be interpreted so as to require the Construction GC and/or Sub-contractor(s) to employ a worker not qualified for a position, or to employ or retain any particular employee, or to hire any worker as a result of such worker’s membership in a labor union. Section 12. Entire Agreement. This Agreement represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. Section 13. Termination of Agreement. Without cause, AWDA may terminate this agreement at any time upon thirty (30) days' written notice to the Construction GC and AWDA. IN WITNESS WHEREOF, this Agreement is executed by AWDA and the GC as of the date first written above. Atlanta Workforce Development Agency By: _______________________________ Michael T. Sterling Executive Director Approved as to form: By: Susan Garrett, Esq. Senior Assistant Attorney City of Atlanta

Construction General Contractor: By:__________________________________ Name Title

Exhibit A EMPLOYER PROJECTION OF POSITIONS FORM

Position Title Qualifications Number of Positions

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

Exhibit B

NON-NEW CONSTRUCTION POSITIONS Please provide a list of all full-time construction workers (names and position titles) that will work on the project site during the life of the project. Indicate the category of work for which they will be utilized. This list shall be deemed exempted positions. AWDA will not need to be notified ten (10) days prior to their hiring or arrival on the project site as long as their names are reflected on this list. A Non-New Construction Position is any executive, professional engineering, office, or clerical jobs, or any jobs filled by full-time salaried employees on the Construction GC’s payroll for at least three months prior to the notice to proceed for the project. Name Position Title 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

Exhibit C

CONSTRUCTION GC / SUB-CONTRACTOR LETTER OF ASSENT I have read the First Source Job Training and Employment Placement Agreement and assent to the terms therein. Construction GC or Sub-Contractor Date

Exhibit D

POST-INTERVIEW EVALUATION FORM Instructions Construction GC and Sub-contractors must complete and submit this form to the Atlanta Workforce Development Agency within ten (10) days of interviewing a job candidate from the First Source Register. Date of Interview:______________________________________________ Name of Candidate:_____________________________________________ Did the candidate meet the qualifications of the position? Why or why not? ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ Was the candidate hired? __________________________________________ If not, please provide the reasons for your decision:______________________ _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ If not, how could the candidate improve his/her employability?_____________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________

Exhibit E REQUISITION PROGRESS REPORT

Name Start Date End Date Hours Worked 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

APPENDIX B: CONSTRUCTION

DOCUMENTS

FC-9277 |Appendix B: Contract Documents |Page 1 of 16

APPENDIX B : CONTRACT ADMINISTRATION FORMS

DOCUMENT PURPOSE Contract/Task Order Change Form [Sec.2 -1292(d)]

Make all contract changes except change contract value. Also, allocates Project Contingency Funds.

Request for Information To be used by Contractor to request both technical or administrative information / direction from the City.

Submittal Form To be used by Contractor as the transmittal cover and record for all project transmittals.

Force Account Work Report To be used by the Contractor to denote labor, equipment and materials expended in the performance of the force account work. Work reports must be recorded and signed off on a daily basis by the City Inspector and Contractor signifying agreement.

Request for Payment of Stored Materials To be used by the Contractor as the materials list used exclusively for referenced project when materials have to be stored off site.

Certificate of Substantial Completion Form To be used by the Contractor and submitted to the City to confirm that the scope of work is substantially completed according to the contract documents.

Notice of Final Acceptance Form To be used by the Contractor to confirm the date of final acceptance of the project when the project as a whole conforms to all requirements of the contract.

Corrective Action Form To be used by the Contractor to document conditions, their root cause(s) and corrective action required. The City will document the verification of corrective action.

Safety Construction Incident Report Form To be used by City Safety department along with appropriate OCIP Form.

Construction Change Notice Form To be used by the Contractor to describe the field change, cost and schedule impact to inform the City of a potential change order.

Non- Compliance Form (NCN) To be used by the City to document non- compliant materials and equipment, their respective locations and corrective actions taken. Field remarks are noted by the City Inspector.


FORCE ACCOUNT WORK REPORT


PROJECT: _____________________________________________CONTRACT NO.: ____________________

CONTRACTOR: ______________________________________ WBS #: ________________________

TO: ___________________________________________________ DATE:__________________________

ITEM NO. QTY MATERIAL DESCRIPTIONINVOICE NUMBER

TYPE OF SUBSTANTIATING

EVIDENCE OF PURCHASE ATTACHED

WHERE STORED

AFFIDAVIT

CONTRACTOR SIGNATURE: ______________________________________DATE: ___________________Title: _________________________________________________________

INSTRUCTIONS TO CONTRACTOR:Submit original and tw o copies to the Engineer not later than one w eek prior to the Payment Request.Attach evidence of purchase (and w arehouse receipt w hen required) to original.

In accordance with the provisions of the SPECIAL CONDITIONS, request is made for payment as "Materials on Hand" for the following materials:

e ate a s sted abo e a e bee pu c ased e c us e y o use o t e abo e e e e ced p oject e ate a s sepa ated from other like materials and is physically identif ied as the property of _____________________________, and for USE only on this Contract. The Ow ner may enter upon the premises for the purposes set forth in the GENERAL CONDITIONS for inspection, checking or auditing, or for any other purpose as they consider necessary. It is expressly understood and agreed that this information and aff idavit is furnished to the Ow ner for the purpose of obtaining payment for the above materials before they are delivered to, or incorporated into, the project described above, and that the storage thereof at the location is subject to the Conditions of the Contract. A revised form show ing the current status of the value of materials for w hich payment is being requested w ill be submitted.

When stored at a location other than on the jobsite or at a fabricator's yard, a w arehouse receipt for the MATERIAL issued in the name of the Ow ner shall accompany the request for payment in case the storage location (other than the jobsite or fabricator's yard) is the Contractor's property, the area containing the material to be paid for shall be fenced off and posted to indicate that the materials w ithin the fenced area are under the control of the Ow ner. Prior to storing at a location other than the jobsite, approval must be obtained from the Engineer.

CONTRACTOR REQUEST FOR PAYMENT OF STORED MATERIALS


BUILDING ATL’S FUTURE Certificate of Substantial Completion

Project Name: Contractor Name: Contract No.: WBS No.: Date of Issuance: The portions of the Project accepted as Substantially Complete shall include: __________________________. The work performed, as designated above, has been inspected and found to be satisfactory subject only to Final Acceptance of the Project as a whole. In accordance with the General Conditions, GC-_____ Notice of Substantial Completion, the date of Substantial Completion of the portion of the work designated above is established as ________________________. Nothing in this Certificate of Substantial Completion modifies or changes any of the obligations or provisions contained in the Contract Documents for this project. A list of items concerning the scope of work found substantially complete pursuant to this Certificate of Substantial Completion to be completed or corrected by Contractor in accordance with the Contract Documents is attached.

Contractor ________________________ ______________ By Date Construction Manager ________________________ ______________ By Date Architect/Engineer: ________________________ ______________ By Date Project Manager ________________________ ______________ By Date Assistant General Manager – P&D ________________________ ______________ By Date


Notice of Final Acceptance

Project Name: ________________________________________________________________ Contractor Name: _____________________________________________________________ Contract No.: __________________________ WBS No.: _____________________________ Date of Issuance: ______________________ The Project as a whole has been accepted and includes: The work performed under the above referenced Contract has been inspected and found to be satisfactory. In accordance with the General conditions, GC-43, the date of Final Acceptance of the work is hereby established as ________________________________. The warranty provisions for work as defined in the General Conditions, GC-35 Warranty, shall remain in force for a period of twenty-four (24) months after the date of this Final Acceptance. Definition of Date of Final Acceptance The date of Final Acceptance of the Project is the date when the Project as a whole conforms to all requirements of the Contract, so the City may occupy or utilize the entire Project for use as defined in the General Conditions, GC-25 Use of Completed Portions of the Work.

__________________________ ________________________ ______________ Contractor By Date __________________________ ________________________ ______________ Design Service Provider By Date __________________________ ________________________ ______________ Design Manager By Date __________________________ ________________________ ______________ Resident Engineer By Date __________________________ ________________________ ______________ Project Manager By Date __________________________ ________________________ ______________ Assistant Director By Date

__________________________ ________________________ ______________ Assistant General Manager By Date


Corrective Action Form

Project Name: Contract No.: No.:

Contractor Name: WBS No.: Reply Due Date:

Issued To:

Condition Description

Initiated By: Signature: Title: Date:

QA Coordinator Name: Signature: Date:

Cause and Corrective Action

Action Taken to Preclude Reoccurrence

Initiated By: Signature: Title: Date:

Verification of Corrective Action

Verified By: Signature: Title: Date:

QA Coordinator Name: Signature: Date:


Construction Incident Report

Date: Contract No: Time of Incident: AM/PM Incident Report No: Contract Name: Contractor: Reported By:

Temperature: Weather:

Incident Location:

Emergency Contacts Made:

Detailed Observations:

Information or Action Required By Contractor: By: (Type in Name of Reporting Staff Member) (Type in Position Title)


CHANGE NOTICE Project Name: Change Notice No.:

Contractor: Contract No.:

Address: Date:

DESCRIPTION:

ATTACHMENTS:

Copies Date Description Revision

REFERENCE DOCUMENTS:

ACTION REQUIRED BY CHANGE NOTICE: CONSTRUCTION: COST AND SCHEDULE IMPACT Proceed immediately in accordance with description.

No Cost or Schedule Impact

Do not proceed until further direction

Submit detailed quotation within ______days Submit daily Time and Materials Records

Issued by: Date: ___________________________________ ___________________________________ Construction Manager / Resident Engineer Contractor ___________________________________ Concurrence: Project Manager Distribution: Contractor Original Project Manager: Resident Engineer Design Construction Manager _______________________ Estimating ______________________ Files: ____________________________________________________________________________

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