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HomeMy WebLinkAboutCONTRACT WITH BID 18-262; CHEMICAL TREATMENT OF SANITARY SEWER LINE- CAPACITY MANAGEMENT TO DUKE'S ROOT CONTROL, INC. STATE OF GEORGIA RICHMOND COUNTY CHEMICAL TREATMENT OF SANITARY SEWER LINE SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA AND DUKE'S ROOT CONTROL, INC. VENDOR: DUKE'S ROOT CONTROL,INC. PROJECT: CHEMICAL TREATMENT OF SANITARY SEWER LINE DATE EXECUTED: DATE COMPLETED: STATE OF GEORGIA RICHMOND COUNTY CHEMICAL TREATMENT OF SANITARY SEWER LINE SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA AND DUKE'S ROOT CONTROL, INC. This Agreement is made and entered into this day of , 20 by and between AUGUSTA, Georgia, a political subdivision of the State of Georgia, hereinafter called "AUGUSTA"and Duke's Root Control, Inc., a Corporation authorized to do business in Georgia, hereinafter called the "VENDOR." WHEREAS,AUGUSTA desires to engage a vendor/contractor to furnish services for: Chemical Treatment of the Sanitary Sewer Line WHEREAS, the VENDOR has represented to AUGUSTA that it is qualified, licensed, ready and able to perform the Work in connection with this necessary service, and AUGUSTA has relied upon such representation. Furthermore, the VENDOR shall perform and furnish all the materials, labor, equipment, and other things necessary for each task at the locations identified to provide such services, in accordance with the Contract Documents as defined by the General and Special Conditions hereto attached,which are hereby made a part of this agreement. NOW,THEREFORE,in consideration of the mutual promises and covenant herein contained,it is agreed by and between AUGUSTA and the VENDOR that: V CONTRACT DOCUMENTS AND SPECIFICATIONS FOR CHEMICAL TREATMENT OF SANITARY SEWER LINE SERVICES Augusta,Georgia The Honorable Hardie Davis,Jr.,Mayor Commissioners: William Fennoy Dennis Williams Mary Davis Sammie Sias Ben Hasan Sean Franton Wayne Guilfoyle Marion Williams John Clarke Tom D.Wiedmeier Director,Augusta Utilities Department Augusta Utilities Department 452 Walker Street,Suite 200 Augusta,GA 30901 DATE December 2018 CONTENTS SECTION TITLE NA Notice of Award NP Notice to Proceed CO Change Order BB Bid Bonds PB Performance and Payment Bonds A Agreement Attachment A Scope of Services Attachment B Compensation Attachment C Listing of Key Personnel SECTION P PROPOSAL Date: Gentlemen: In compliance with your invitation for bids, the undersigned hereby proposes to furnish all labor,equipment and material,and perform all work for the project referred to herein as: CHEMICAL TREATMENT OF SANITARY SEWER LINE SERVICES The undersigned hereby agrees that, upon receipt of AUGUSTA's written acceptance of the Task Order proposal, he will within 10 days of receipt of such notice execute a Task Order agreement with the Owner, and that he will provide the bond or guarantees required by the contract documents. The undersigned hereby agrees that, if awarded the contract,he will commence the work in accordance with required contracted task order performance dates based upon a written notice to proceed per each qualified task order. The undersigned hereby also agrees that the work will be completed within a time frame reasonable to accomplish the work, or that which has been mutually agreed upon by the Augusta Utilities Department, based on the scope for work for the task order as assigned. The undersigned acknowledges receipt of the following addenda: Addendum No. Addendum Date Enclosed is a bid guarantee consisting of in the Amount of Respectfully Submitted, Firm Address By: TITLE: . NOTICE TO PROCEED S DATE: E TO: Name as Principal KNOW ALL MEN BY'THESE PRESENTS,that we,the and as Surety, Attn:Firm Contact are hereby held and firmly bound unto the Augusta,Georgia Commission of Augusta, Addressl Georgia as Owner in the penal sum of City,State 30901 for the payment of which,well and truly to be made,we hereby joi seNmly bind ourselves,our heirs,executors,administratgrmrs and assigns. Signed this day of 20 You are hereby notified to commence WORK in accordance with the Agreement dated The condition of the above obligation is such that whereas the Principal e on or before ,and you are to complete the WORK within C consecutive calendar days thereafter. The date of completion of all WORK is therefore TI 0 Very truly yours, N A Project Engineer NO TIC E Receipt of this NOTICE TO PROCEED is hereby acknowledged OF AW This,the day of 2015 AR Contractor: SEC By: TIO N Title: BB BI Please sign and return one copy of this Notice to Proceed Acknowledgement to: D Augusta Utilities Department B 0 N 452 Walker Street,Suite 200 D Augusta,GA 30901 Augusta,Georgia Commission of Augusta,Georgia,a certain Bid,attached hereto and hereby made a part hereof to enter into a contract in writing for the CHEMICAL TREATMENT OF SANITARY SEWER LINE SERVICES,for Augusta,Georgia in accordance with plans and specifications of the AUGUSTA UTILITIES DEPARTMENT. NOW,THEREFORE, (a) If said Bid shall be rejected,or in the alternate, (b) If said Bid shall be accepted and the Principal shall execute and deliver a contract in the Form of Contract attached hereto (properly completed in accordance with said Bid) and shall furnish a bond for his faithful performance of said contract, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the agreement created by the acceptance of said Bid, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. BB-I The Surety,for value receive,hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by any extension of the time within which the Owner may accept such Bid;and said Surety does hereby waive notice of any such IN WITNESS WHEREOF,the Principal and the Surety have hereunto set their hands and extension. seals,and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers,the day and year first set forth above. Signed and sealed this day of A. D.20 (Seal) (Principal) Witness Attest By (Seal) (Title) Witness (Seal) (Surety) Attest By (Seal) (Title) BB-2 SECTION PB PERFORMANCE BOND THIS BOND IS ISSUED SIMULTANEOUSLY WITH PAYMENT BOND ON PAGE PB-3,IN FAVOR OF THE OWNER CONDITIONED FOR THE PAYMENT OF LABOR AND MATERIAL.) Signed and sealed this day of A. D.20 . Witness (Seal) (Contractor) Attest By (Seal) (Title) Witness (Seal) (Surety) Attest By (Seal) (Title) PB-2 SECTION PB LABOR AND MATERIAL PAYMENT BOND NOTE: THIS BOND IS ISSUED SIMULTANEOUSLY WITH PERFORMANCE BOND ON PAGE PB-I,IN FAVOR OF THE OWNER CONDITIONED FOR THE PERFORMANCE OF THE WORK.) Signed and sealed this day of A. D.20 Witness (Seal) (Contractor) Attest By (Seal) (Title) Witness (Seal) (Surety) Attest By (Seal) (Title) GENERAL CONDITIONS ARTICLE 1--DEFINITIONS Wherever used in this Agreement or in other Contract Documents, whether in the singular or in the plural,the following terms shall have the following meanings: Addenda-Any changes, revisions or clarifications of the Contract Documents which have been duly issued by AUGUSTA to prospective Bidders prior to the time of opening of Bids. Agreement-The written agreement between AUGUSTA and VENDOR covering the Work to be performed; other Contract Documents are attached to the Agreement and made a part thereof as provided therein. Agreement Execution - means the date on which VENDOR executes and enters into an Agreement with AUGUSTA to perform the Work. Agreement Price - means the total monies, adjusted in accordance with any provision herein, payable to the VENDOR under this Agreement. Application for Payment-The form accepted by AUGUSTA which is to be used by VENDOR in requesting progress or final payments and which is to include such supporting documentation as is required by the Contract Documents. AUGUSTA -means a legal entity AUGUSTA, Georgia, a political subdivision of the State of Georgia. Bid-The offer or proposal of the bidder submitted on the prescribed form setting forth the price(s) for the Work to be performed. Bonds-Bid, performance and payment bonds and other instruments of security furnished by VENDOR and its Surety in accordance with the Contract Documents. Change Order-- A document recommended by AUGUSTA, which is signed by VENDOR and AUGUSTA, and authorizes an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time,issued on or after the Effective Date of the Agreement. Contract - means the Agreement Documents specifically identified and incorporated herein by reference. Contract Documents- All documents which define the scope of the project, including but not limited to, this Agreement, task orders, specifications, advertisement for bids, instructions to bidders, the bid, the proposal, bonds, general conditions, special conditions, insurance and technical specifications. Contract Price-The moneys payable by AUGUSTA to VENDOR under the Contract Documents as stated in the Agreement. Contract Time - means the period of time stated in this Agreement for the completion of the Work. Day-Either a working day or calendar day as specified in the bid documents. If a calendar day shall fall on a legal holiday, that day will be omitted from the computation. Legal Holidays: New Year's Day, Martin Luther King Day, Good Friday, Memorial Day, 4th of July, Labor Day, Veterans Day,Thanksgiving Day and the following Friday,Christmas Eve,and Christmas Day. Defective- An adjective which, when modifying the word Work, refers to Work that is unsatisfactory,faulty or deficient, does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test or approval referred to in the Contract Documents, or has been damaged prior to recommendation of final payment, unless responsibility for the protection thereof has been assumed by AUGUSTA at Substantial Completion. Effective Date of the Agreement-The date indicated in the Agreement on which it becomes effective, but if no such date is indicated it means the date on which the Agreement is signed by the Mayor of Augusta,Georgia. Laws or Regulations-Laws,rules,regulations,ordinances,codes and/or orders. Notice of Award-The written notice by AUGUSTA to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein,within the time specified,AUGUSTA will sign and deliver the Agreement. Notice to Proceed-A written notice given by PROJECT MANAGER to VENDOR fixing the date on which the Contract Time will commence to run and on which VENDOR shall start to perform VENDOR'S obligations under the Contract Documents and/or the Task Orders. VENDOR - means the party or parties contracting directly with AUGUSTA to perform Work pursuant to this Agreement. Specifications-Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto. Subcontractor - means any person, firm, partnership, joint venture, company, corporation, or entity having a contractual agreement with VENDOR or with any of its subcontractors at any tier to provide a part of the Work called for by this Agreement. Substantial Completion-The Work (or a specified part thereof) has progressed to the point where, in the opinion of AUGUSTA it is sufficiently complete, in accordance with the Contract Documents, so that the Work (or specified part) can be used for the purposes for which it is intended, or if there be no such certificate issued, when final payment is due. The terms "substantially complete" and "substantially completed" as applied to any Work refer to Substantial Completion thereof. Supplemental Agreement - means a written order to VENDOR signed by AUGUSTA and accepted by VENDOR,effecting an addition,deletion or revision in the Work,or an adjustment in the Agreement Price or the Contract Time,issued after execution of this Agreement. Task Order - means a written order specifying a Scope of Services, time of completion and compensation limit for services being provided by VENDOR. Task Orders shall be incorporated by reference as part of the Supplemental Conditions of this Agreement. Work - The entire completed construction or the various separately identifiable parts thereof required to be furnished under the Contact Documents. Work is the result of performing services, furnishing labor and furnishing and incorporating materials and equipment into the construction, and furnishing documents all as required by the Contract Documents. Work includes services as may be more specifically defined in the Sewer Connection Task Order, assigned to or undertaken by VENDOR under this Agreement. Work Change Directive-A written directive to VENDOR, issued on or after the Effective Date of the Agreement and signed by AUGUSTA and recommended by PROJECT MANAGER, ordering an addition, deletion or revision in the Work, or responding to differing or unforeseen physical conditions under which the Work is to be performed. A Work Change Directive may not change the Contract Price or the Contract Time but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Time as provided in within this Agreement. Written Amendment-A written amendment of the Contract Documents, signed by AUGUSTA and VENDOR on or after the Effective Date of the Agreement and normally dealing with the non- engineering or non-technical rather than strictly Work-related aspects of the Contract Documents. ARTICLE 2-PRELIMINARY MATTERS Delivery of Bonds: 2.1. When VENDOR delivers the executed Agreements to AUGUSTA,VENDOR shall also deliver to AUGUSTA such Bonds as VENDOR may be required to furnish in accordance with these Contract Documents. Copies of Documents: 2.2. After the award of the Contract,AUGUSTA shall furnish VENDOR,at no cost,one(1) complete set of the Contract Documents for execution of the work. Additional sets of the project manual and drawings and/or individual pages or sheets of the project manual or drawings will be furnished by AUGUSTA upon VENDOR's request and at VENDOR's expense, which will be AUGUSTA's standard charges for printing and reproduction. Commencement of Contract Time,Notice to Proceed: 2.3. The Contract Time shall commence as established in the Notice to Proceed. A Notice to Proceed may be given at any time after the Effective Date of the Contract. Starting the Project: 2.4. VENDOR shall begin the Work on the date the Contract Time commences, as designated per the PROJECT TASK ORDERS. No Work shall be done prior to the date on which the Contract Time commences. Any Work performed by VENDOR prior to date on which Contract Time commences shall be at the sole risk of VENDOR. Finalizing Schedules: 2.5. At least ten days before submission of the first Application for Payment, a conference attended by VENDOR, PROJECT MANAGER and AUGUSTA and others as appropriate will be held to finalize the schedules submitted in accordance with terms as provided for within this Agreement. VENDOR shall have an additional ten (10) calendar days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to VENDOR until the schedules are submitted and acceptable to AUGUSTA and PROJECT MANAGER as provided below. The finalized progress schedule will be acceptable to AUGUSTA and PROJECT MANAGER as providing an orderly progression of the Work to completion within any specified Milestones and the Contract Time, but such acceptance will neither impose on PROJECT MANAGER responsibility for the sequencing, scheduling or progress of the Work nor interfere with or relieve VENDOR from full responsibility thereof. The finalized schedule of Shop Drawing submissions and Sample submissions will be acceptable to PROJECT MANAGER as providing a workable arrangement for reviewing and processing the submissions. VENDOR's schedule of values shall be approved by PROJECT MANAGER as to form and substance. VENDOR, in addition to preparing an initially acceptable schedule, shall be responsible for maintaining the schedule, including updating schedule. Schedule updates shall include progression of work as compared to scheduled progress on work. Schedule updates shall accompany each pay request. ARTICLE 3-CONTRACT DOCUMENTS; INTENT, AMENDING, REUSE 3.1 List of Documents The Agreement, the Attachments, the General Conditions, the Special Conditions, the Procurement RFQ/Bid package documents, any Supplemental Written Agreements, including Task Orders shall constitute the Agreement Documents(the"Agreement"). Conflict and Precedence The Agreement Documents are complementary, and what is called for by one is as binding as if called for by all. In the event there are any conflicting provisions or requirements in the component parts of this Agreement, the several Agreement Documents shall take precedence in the following order: 1. Agreement-Including Attachments 2. General Conditions 3. Supplemental Conditions-Including Task Orders 4. Procurement RFQ/Bid package documents 3.2 Intent: 1. The Contract Documents comprise the entire agreement between AUGUSTA and VENDOR concerning the Work. The Contract Documents are complementary: what is called for by one is as binding as if called for by all. The Contract Documents will be construed in accordance with the law of the State of Georgia. 2. It is the intent of the Contract Documents to describe a functionally complete Project(or part thereof) to be constructed in accordance with the Contract Documents. Any Work,materials or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be supplied whether or not specifically called for. When words or phrases which have a well-known technical or construction industry or trade meaning are used to describe Work, materials or equipment, such words shall be interpreted in accordance with that meaning. 3. Except as otherwise specifically stated in the Contract Documents or as may be provided by amendment or supplement thereto issued by one of the methods indicated in 3.6 or 3.7, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity or discrepancy between the provisions of the Contract Documents and the provisions of any such standard, specification, manual, code or instruction (whether or not specifically incorporated by reference in the Contract Documents) and the provisions of any such Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). Clarifications and interpretations of the Contract Documents shall be issued by PROJECT MANAGER as provided for within this Agreement. 4. Reference to standards, specifications, manuals or codes of any technical society, organization or association, or to the Laws or Regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard, specification, manual, code or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids),except as may be otherwise specifically stated in the Contract Documents. 5. If, during the performance of the Work, VENDOR discovers any conflict, error, ambiguity or discrepancy within the Contract Documents or between the Contract Documents and any provision of any such Law or Regulation applicable to the performance of the Work or of any such standard, specification, manual or code or of any instruction of any Supplier referred to within this Agreement, VENDOR shall so report to PROJECT MANAGER in writing at once and before proceeding with the Work affected thereby and shall obtain a written interpretation or clarification from PROJECT MANAGER;however, VENDOR shall not be liable to AUGUSTA or PROJECT MANAGER for failure to report any conflict, error, ambiguity or discrepancy in the Contract Documents unless VENDOR had actual knowledge thereof or should reasonably have known thereof. 3.3 Amending and Supplementing Contract Documents: 1.)The Contract Documents may be amended to provide for additions, deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways: 1.a formal Written Amendment, 2. a Change Order,or 3. a Work Change Directive. 2.)As indicated within this Agreement,Contract Price and Contract Time may only be changed by a Change Order or a Written Amendment. 3.4 BINDINGS It is further agreed that AUGUSTA and VENDOR each binds itself and themselves, its or their successors, executors, administrators and assigns to the other party to this Agreement and to its or their successors,executors and assigns in respect to all covenants of this Agreement. Except as above,neither AUGUSTA nor the VENDOR shall assign, sublet or transfer its or their interest in this Agreement without prior written consent of the other party hereto. ARTICLE 4-BONDS AND INSURANCE 4.1 Performance and Other Bonds: 4.1.1 VENDOR shall furnish performance and payment Bonds,each in an amount at least equal to the Contract Price as Security for the faithful performance and payment of all VENDOR's obligations under the Contract Documents. These Bonds shall remain in effect at least until one year after the date when final payment becomes due, except as otherwise provided by Law or Regulation or by the Contract Documents. VENDOR shall also furnish such other Bonds as are required by the Supplementary Conditions. All Bonds shall be in the forms prescribed by Law or Regulation or by the Contract Documents and be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds, and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by a certified copy of the authority to act. 4.2 Licensed Sureties and Insurers;Certificates of Insurance 4.2.1 All bonds and insurance required by the Contract Documents to be purchased and maintained by VENDOR shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Georgia to issue bonds or insurance policies for the limits and coverages so required. All bonds signed by an agent must be accompanied by a certified copy of authority to act. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 4.2.2. VENDOR shall deliver to AUGUSTA, with copies to each additional insured identified in 4.3, an original or a certified copy of the complete insurance policy for each policy required, certificates of insurance (and other evidence of insurance requested by AUGUSTA or any other additional insured) which VENDOR is required to purchase and maintain in accordance with 4.3. 4.2.3. If the surety on any Bond furnished by VENDOR is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of as provided for within this Agreement,VENDOR shall within five days thereafter substitute another Bond and Surety, both of which must be acceptable to AUGUSTA. 4.3 VENDOR's Liability Insurance: 4.3.1 VENDOR shall purchase and maintain such comprehensive general liability and other insurance as is appropriate for the Work being performed and furnished and as will provide protection from claims set forth below which may arise out of or result from VENDOR's performance and furnishing of the Work and VENDOR's other obligations under the Contract Documents, whether it is to be performed or furnished by VENDOR, by any Subcontractor, by anyone directly or indirectly employed by any of them to perform or furnish any of the Work, or by anyone for whose acts any of them may be liable: 4.3.1. Claims under workers' or workmen's compensation, disability benefits and other similar employee benefit acts; 4.3.2. Claims for damages because of bodily injury, occupational sickness or disease, or death of VENDOR's employees; 4.3.3. Claims for damages because of bodily injury, sickness or disease, or death of any person other than VENDOR's employees; 4.3.4. Claims for damages insured by personal injury liability coverage which are sustained (a) by any person as a result of an offense directly or indirectly related to the employment of such person by VENDOR,or (b)by any other person for any other reason; 4.3.5. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located,including loss of use resulting therefrom; 4.3.6. Claims arising out of operation of Laws or Regulations for damages because of bodily injury or death of any person or for damage to property;and 4.3.7. Claims for damages because of bodily injury or death of any person or property damage arising out of the OWNERSHIP,maintenance or use of any motor vehicle. The insurance required by this paragraph 5.3 shall include the specific coverage's and be written for not less than the limits of liability and coverage's provided in the Supplementary Conditions, or required by law, whichever is greater. The comprehensive general liability insurance shall include completed operations insurance. All of the policies of insurance so required to be purchased and maintained (or the certificates or other evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty days prior written notice has been given to AUGUSTA, and PROJECT MANAGER by certified mail. All such insurance shall remain in effect until final payment and at all times thereafter when VENDOR may be correcting, removing or replacing defective Work. In addition, VENDOR shall maintain such completed operations insurance for at least two years after final payment and furnish AUGUSTA with evidence of continuation of such insurance at final payment and one year thereafter. 4.4 Contractual Liability Insurance: 4.4.1 The comprehensive general liability insurance required by paragraph 4.3 will include contractual liability insurance applicable to VENDOR's obligations. 4.5 Indemnification 4.5.1. VENDOR shall indemnify and hold harmless AUGUSTA, PROJECT MANAGER, and its employees and agents from and against all liabilities, claims, suits, demands, damages, losses,and expenses,including attorneys' fees,arising out of or resulting from the performance of its Work, provided that any such liability, claim, suit, demand, damage, loss, or expense (a) is attributable to bodily injury, sickness, disease or death, or injury to or destruction of tangible 1 property,including the loss of use resulting therefrom and (b) is caused in whole or in part by an act or omission of VENDOR,any Subcontractor,anyone directly or indirectly employed by any of them,or anyone for whose acts any of them may be liable,whether or not it is caused in whole or in part by the negligence or other fault of a party indemnified hereunder. 4.5.2. In any and all claims against AUGUSTA or any of its agents or employees by any employee of VENDOR, any Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under the previous paragraph shall not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for VENDOR or any SUBVENDOR under workmen's compensation acts, disability benefit acts,or other employee benefit acts. 4.5.3. VENDOR shall indemnify and hold harmless AUGUSTA and anyone directly or indirectly employed by it from and against all claims, suits, demands, damages, losses expenses (including attorneys' fees) arising out of any infringement on patent or copyrights held by others and shall defend all such claims in connection with any alleged infringement of such rights. 4.6 CONTRACTOR'S LIABILITY INSURANCE: Insurance shall be written with limits of liability shown below or as required by law, whichever is greater: Commercial General Liability(per occurrence)Each Occurrence $1,000,000 General Aggregate $2,000,000 Products $2,000,000 Personal&Adv Injury $1,000 000 Fire Damage $ 500,000 Automobile Liability(any auto)Combined Single Limit $1,000,000 Excess Liability(any auto)Each Occurrence $5,000,000 Workers Compensation Statutory Limits Employer Liability $1,000,000 ARTICLE 5-VENDOR'S RESPONSIBILITIES 5.1. VENDOR shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. VENDOR shall be solely responsible for the means, methods, techniques, sequences and procedures of Work. VENDOR shall be responsible to see that the finished Work complies accurately with the Contract Documents. 5.2. VENDOR shall keep on the Work, at all times during its progress, a competent resident superintendent, who shall not be replaced without written notice to AUGUSTA except under extraordinary circumstances.The superintendent will be VENDOR's representative at the site and shall have authority to act on behalf of VENDOR.All communications to the superintendent shall be as binding as if given to VENDOR. Labor,Materials and Equipment: 5.3. VENDOR shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. CONTRACTOR shall at all times maintain good discipline and order at the site. Except in connection with the safety or protection of persons or the Work or property at the site or adjacent thereto, and except as otherwise indicated in the Contract Documents, all Work at the site shall be performed during regular working hours,and VENDOR will not permit evening work or the performance of Work on Saturday, Sunday or any legal holiday without Property owner's written consent given after prior written notice to PROJECT MANAGER, except as may otherwise be provided in Project Task Order as approved by the PROJECT MANAGER. 5.4. Unless otherwise specified in p the General Requirements, VENDOR shall furnish and assume full responsibility for all materials, equipment, labor, transportation, equipment and machinery, tools, appliances, fuel, power,light,heat, telephone, water, sanitary facilities, temporary facilities and all other facilities and incidentals whether temporary or permanent necessary for the execution, testing, initial operation, and completion of the Work as required by the Contract Documents. 5.5. All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Documents. If required by PROJECT MANAGER, VENDOR shall furnish satisfactory evidence (including reports of required tests) as to the kind and quality of materials and equipment. All materials and equipment shall be applied, installed,connected, erected,used, cleaned and conditioned in accordance with the instructions of the applicable Supplier except as otherwise provided in the Contract Documents;but no provision of any such instructions will be effective to assign to PROJECT MANAGER,or any of PROJECT MANAGER's consultants,agents or employees, any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the provisions as provided for within this Agreement. Adjusting Progress Schedule: 5.6 VENDOR shall submit to AUGUSTA for acceptance to the extent indicated in this Agreement adjustments in the progress schedule to reflect the impact thereon of new developments; these will conform generally to the progress schedule then in effect and additionally will comply with any provisions of the General Requirements applicable thereto. Substitutes or "Or-Equal"Items: 5.7.1. Whenever materials or equipment are specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the naming of the item is intended to establish the type, function and quality required. Unless the name is followed by words indicating that no substitution is permitted,materials or equipment of other Suppliers may be accepted by PROJECT MANAGER if sufficient information is submitted by VENDOR to allow PROJECT MANAGER to determine that the material or equipment proposed is equivalent or equal to that named. The procedure for review by PROJECT MANAGER will include the following as supplemented in the General Requirements. Requests for review of substitute items of material and equipment will not be accepted by PROJECT MANAGER from anyone other than VENDOR. If VENDOR wishes to furnish or use a substitute item of material or equipment, VENDOR shall make written application to PROJECT MANAGER for acceptance thereof, certifying that the proposed substitute will perform adequately the functions and achieve the results called for by the general design,be similar and of equal substance to that specified and be suited to the same use as that specified. The application will state that the evaluation and acceptance of the proposed substitute will not prejudice VENDOR's achievement of Substantial Completion on time,whether or not acceptance of the substitute for use in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with AUGUSTA for work on the Project)to adapt the design to the proposed substitute and whether or not incorporation or use of the substitute in connection with the Work is subject to payment of any license fee or royalty. All variations of the proposed substitute from that specified will be identified in the application and available maintenance, repair and replacement service will be indicated. The application will also contain an itemized estimate of all costs that will result directly or indirectly from acceptance of such substitute,including costs of redesign and claims of other VENDORs affected by the resulting change, all of which shall be considered by PROJECT MANAGER. In evaluating the proposed substitute, PROJECT MANAGER may require VENDOR to furnish,at VENDOR's expense,additional data about the proposed substitute. 5.7.2. If a specific means, method, technique, sequence or procedure of construction is indicated in or required by the Contract Documents, VENDOR may furnish or utilize a substitute means, method, sequence, technique or procedure of construction acceptable to PROJECT MANAGER,if VENDOR submits sufficient information to allow PROJECT MANAGER to determine that the substitute proposed is equivalent to that indicated or required by the Contract Documents. The procedure for review by PROJECT MANAGER will be similar to that provided in this Agreement as applied by PROJECT MANAGER and as may be supplemented in the General Requirements. 5.7.3. PROJECT MANAGER will be allowed a reasonable time within which to evaluate each proposed substitute. PROJECT MANAGER will be the sole judge of acceptability and no substitute will be ordered, installed or utilized without PROJECT MANAGER's prior written acceptance which will be evidenced by either a Change Order or an approved Shop Drawing. AUGUSTA may require VENDOR to furnish, at VENDOR's expense, a special performance guarantee or other surety with respect to any substitute. PROJECT MANAGER will record time required by PROJECT MANAGER and PROJECT MANAGER's consultants in evaluating substitutions proposed by VENDOR and in making changes in the Contract Documents occasioned thereby. Whether or not PROJECT MANAGER accepts a proposed substitute, VENDOR shall reimburse AUGUSTA for the charges of PROJECT MANAGER and PROJECT MANAGER's consultants for evaluating each proposed substitute. Concerning Subcontractors, Suppliers and Others: 5.8.1. VENDOR shall not employ any Subcontractor, Supplier or other person or organization (including those acceptable to AUGUSTA and PROJECT MANAGER as indicated in paragraph 6.8.2)whether initially or as a substitute,against whom AUGUSTA or PROJECT MANAGER may have reasonable objection. VENDOR shall not be required to employ any Subcontractor,Supplier or other person or organization to furnish or perform any of the Work against whom VENDOR has reasonable objection. 5.8.2. If the Supplementary Conditions require the identity of certain Subcontractors,Suppliers or other persons or organizations including those who are to furnish the principal items of materials and equipment to be submitted to AUGUSTA prior to the Effective Date of the Agreement for acceptance by AUGUSTA and PROJECT MANAGER and if VENDOR has submitted a list thereof in accordance with the Supplementary Conditions, AUGUSTA's or PROJECT MANAGER's acceptance (either in writing or by failing to make written objection thereto by the date indicated for acceptance or objection in the bidding documents or the Contract Documents) of any such Subcontractor,Supplier or other person or organization so identified may be revoked on the basis of reasonable objection after due investigation,in which case VENDOR shall submit an acceptable substitute, the Contract Price will be increased by the difference, and the cost occasioned by such substitution and an appropriate Change Order will be issued or Written Amendment signed. No acceptance by AUGUSTA or PROJECT MANAGER of any such Subcontractor, Supplier or other person or organization shall constitute a waiver of any right of AUGUSTA or PROJECT MANAGER to reject defective Work. 5.9. VENDOR shall be fully responsible to AUGUSTA and PROJECT MANAGER for all acts and omissions of the Subcontractors, Suppliers and other persons and organizations performing or furnishing any of the Work under a direct or indirect contract with VENDOR just as VENDOR is responsible for VENDOR's own acts and omissions. Nothing in the Contract Documents shall create any contractual relationship between AUGUSTA or PROJECT MANAGER and any such Subcontractor, Supplier or other person or organization, nor shall it create any obligation on the part of AUGUSTA or PROJECT MANAGER to pay or to see to the payment of any moneys due any such Subcontractor, Supplier or other person or organization except as may otherwise be required by Laws and Regulations. 5.10. All Work performed for VENDOR by a Subcontractor will be pursuant to an appropriate agreement between VENDOR and the Subcontractor which specifically binds the Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of AUGUSTA and PROJECT MANAGER and contains waiver provisions as required as within this Agreement. VENDOR shall pay each Subcontractor a just share of any insurance moneys received by VENDOR on account of losses under policies issued as provided for within this Agreement. Patent Fees and Royalties: 5.11. VENDOR shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. VENDOR shall indemnify and hold harmless AUGUSTA and PROJECT MANAGER and anyone directly or indirectly employed by either of them from and against all claims, damages, losses and expenses including attorneys'fees and court and arbitration costs arising out of any infringement on patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention,design,process,product or device not specified in the Contract Documents, and shall defend all such claims in connection with any alleged infringement of such rights. Permits: 5.12. VENDOR shall obtain and pay for all construction permits, licenses, governmental charges and inspection fees, and all public utility charges which are applicable and necessary for the execution of the Work. All permit costs shall be included in the base bid. Permits, if any, that are provided and paid for by AUGUSTA are listed in the Supplementary Conditions. Any delays associated with the permitting process will be considered for time extensions only and no damages or additional compensation for delay will be allowed. Laws and Regulations: 5.13.1. VENDOR shall give all notices and comply with all Laws and Regulations applicable to furnishing and performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither AUGUSTA nor PROJECT MANAGER shall be respon- sible for monitoring VENDOR's compliance with any Laws or Regulations. 5.13.2. If VENDOR observes that any of the Contract Documents are contradictory to such laws, rules, and regulations, it will notify the Project Manager promptly in writing. Any necessary changes shall then be adjusted by an appropriate Change Order. If VENDOR performs any Work that it knows or should have known to be contrary to such laws, ordinances, rules, and regulations and without such notice to the Project Manager,it shall bear all related costs. Taxes: 5.14. VENDOR shall pay all sales, consumer, use and other similar taxes required to be paid in accordance with the Laws and Regulations of the place of the Project which are applicable during the performance of the Work. Safety and Protection: 5.15. VENDOR shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. VENDOR shall assume all risk of loss for stored equipment or materials, irrespective of whether VENDOR has transferred the title of the stored equipment or materials to AUGUSTA. VENDOR shall take all necessary precautions for the safety of,and shall provide the necessary protection to prevent damage,injury or loss to: 5.15.1. all employees on the Work and other persons and organizations who may be affected thereby; 5.15.2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the site;and 5.15.3. other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities and Underground Facilities not designated for removal,relocation or replacement in the course of construction. VENDOR shall comply with all applicable Laws and Regulations of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection. VENDOR shall notify Property owners of adjacent property and of Underground Facilities and utility property owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation and replacement of their property. All damage, injury or loss to any property referred to in paragraph 5.15.2 or 5.15.3 caused, directly or indirectly, in whole or in part, by VENDOR, any Subcontractor, Supplier or any other person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, shall be remedied by VENDOR (except damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of AUGUSTA or PROJECT MANAGER or anyone employed by either of them or anyone for whose acts either of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of VENDOR). VENDOR's duties and responsibilities for the safety and protection of the Work shall continue until such time as all the Work is completed and PROJECT MANAGER has issued a notice to AUGUSTA and VENDOR (except as otherwise expressly provided in connection with Substantial Completion). 5.16. VENDOR shall designate a responsible member of its organization whose duty shall be the prevention of accidents at the site. This person shall be VENDOR's superintendent unless otherwise designated in writing by VENDOR to the Project Manager. Emergencies: 5.17. In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto, VENDOR, without special instruction or authorization from PROJECT MANAGER or AUGUSTA, is obligated to act to prevent threatened damage, injury or loss. VENDOR shall give PROJECT MANAGER prompt written notice if VENDOR believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If PROJECT MANAGER determines that a change in the Contract Documents is required because of the action taken in response to an emergency, a Work Change Directive or Change Order be issued to document the consequences of the changes or variations. 5.17.1. VENDOR shall immediately notify PROJECT MANAGER of all events involving injuries to any person on the Site, whether or not such person was engaged in the construction of the Project, and shall file a written report on such person(s) and any other event resulting in property damage of any amount within five(5) days of the occurrence. 5.17.2. If PROJECT MANAGER determines that a change in the Contract Documents is required because of the action taken by VENDOR in response to such an emergency, a Change Order will be issued to document the consequences of such action. Continuing the Work: 5.18. VENDOR shall carry on the Work and adhere to the progress schedule during all disputes or disagreements with AUGUSTA. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as otherwise permitted within this Agreement or as VENDOR and AUGUSTA may otherwise agree in writing. Indemnification: 5.19. To the fullest extent permitted by Laws and Regulations, VENDOR shall indemnify and hold harmless AUGUSTA, PROGRAM MANAGER and PROJECT MANAGER and their consultants, agents and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including but not limited to fees and charges of, PROJECT MANAGERs, attorneys and other PROJECT MANAGERs and court and arbitration costs) arising out of or resulting from the performance of the Work,provided that any such claim, damage,loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom and (b)is caused in whole or in part by any negligent act or omission of VENDOR,any Subcontractor, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder or arises by or is imposed by Law and Regulations regardless of the negligence of any such party. 5.20. In any and all claims against AUGUSTA,PROGRAM MANAGER or PROJECT MANAGER or any of their consultants, agents or employees by any employee of VENDOR, any Subcontractor, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, the indemnification obligation under paragraph 5.19 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for VENDOR or any such Subcontractor or other person or organization under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 5.21. The obligations of VENDOR under paragraph 5.19 shall not extend to the liability of PROJECT MANAGER, PROJECT MANAGER's consultants, agents or employees arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications. VENDOR, in order to determine the requirements of the Project, shall review the information in Attachment A - Scope of Services. VENDOR shall review its understanding of the Project requirements with AUGUSTA and shall advise AUGUSTA of additional data or services which are not a part of VENDOR's services,if any,necessary for design to begin. ARTICLE 6- AUGUSTA'S RESPONSIBILITIES 6.1. Except as otherwise provided in this Agreement, AUGUSTA shall issue all communications to VENDOR through the PROJECT MANAGER. 6.2. AUGUSTA shall furnish the data required of AUGUSTA under the Contract Documents promptly. 6.3. AUGUSTA shall make payments as provided for under the Contract Documents and the Task Orders. ARTICLE 7- CHANGES IN THE WORK 1. Without invalidating the Contract, AUGUSTA may at any time or from time to time order additions, deletions,or revisions in the Work. The AUGUSTA shall provide VENDOR with a proposal request,identifying the Work to be added,deleted or revised. Upon receipt,VENDOR shall promptly submit a written proposal for the changed work prepared in accordance within this Agreement. If the proposal request calls only for the deletion of Work, the AUGUSTA may order the partial suspension of any Work related to the proposed deletion, in which case VENDOR must cease performance as directed;VENDOR shall not be entitled to claim lost profits on deleted work. All changed Work shall be executed under the applicable conditions of the Contract Documents. 2.Additional Work performed by VENDOR without authorization of a Change Order will not entitle VENDOR to an increase in the Contract Price or an extension of the Contract Time, except in the case of an emergency as provided as provided for within this Agreement. The effect of this paragraph shall remain paramount and shall prevail irrespective of any conflicting provisions contained in these Contract Documents. 3. Upon agreement as to changes in the Work to be performed, Work performed in an emergency as provided for within this Agreement, and any other claim of VENDOR for a change in the Contract Time or the Contract Price, PROJECT MANAGER will prepare a written Change Order to be signed by PROJECT MANAGER and VENDOR and submitted to AUGUSTA for approval. 4. In the absence of an agreement as provided for within this Agreement,AUGUSTA may, at its sole discretion, issue a Work Change Directive to VENDOR. Pricing of the Work Change Directive will be in accordance within the terms of this Agreement. The Work Change Directive will specify a price, and if applicable a time extension, determined to be reasonable by AUGUSTA. If VENDOR fails to sign such Work Change Directive,VENDOR may submit a claim in accordance within the terms of this Agreement,but VENDOR shall nevertheless be obligated to fully perform the work as directed by the Work Change Directive. 5. VENDOR shall proceed diligently with performance of the Work as directed by AUGUSTA,regardless of pending claim actions,unless otherwise agreed to in writing. 6. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time) is required by the provisions of any Bond to be given to a surety, the giving of any such notice will be VENDOR's responsibility,and the amount of each applicable Bond will be adjusted accordingly. ARTICLE 8- CHANGES IN THE CONTRACT PRICE 1. The Contract Price constitutes the total compensation (subject to written authorized adjustments) payable to VENDOR for performing the Work. All duties, responsibilities and obligations assigned to or undertaken by VENDOR shall be at VENDOR's expense without change in the Contract Price. 2. The Contract Price may only be changed by a Change Order or by a Written Amendment. Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other party and to PROJECT MANAGER promptly (but in no event later than thirty days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. Notice of the amount of the claim with supporting data shall be delivered within sixty days after such occurrence (unless PROJECT MANAGER allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts (direct,indirect and consequential) to which the claimant is entitled as a result of the occurrence of said event. All claims for adjustment in the Contract Price shall be determined by PROJECT MANAGER ARTICLE 9- CHANGE OF CONTRACT TIME 1. The Contract Time may only be changed by a Change Order. Any request for an extension in the Contract Time shall be made in writing and delivered to PROJECT MANAGER and AUGUSTA within seven(7) calendar days of the occurrence first happening and resulting in the claim. Written supporting data will be submitted to PROJECT MANAGER and AUGUSTA within fifteen (15) calendar days after such occurrence unless the AUGUSTA allows additional time. All claims submitted by VENDOR for adjustments to the Contract Time must set forth in detail the reasons for and causes of the delay and clearly indicate why the subject delay was beyond VENDOR's control or fault. 2. If VENDOR is delayed at any time in the performance, progress, commencement, or completion of the Work by any act or neglect of AUGUSTA or PROJECT MANAGER, or by an employee of either,or by any separate VENDOR employed by AUGUSTA,or by changes ordered in the Work, or by labor disputes, fire, unavoidable casualties, utility conflicts which could not have been identified or foreseen by VENDOR using reasonable diligence, or any causes beyond VENDOR's control or fault, then the Contract Time shall be extended by Change Order for such reasonable time as AUGUSTA may determine. VENDOR shall be entitled to an extension of time for such causes only for the number of days of delay which AUGUSTA may determine to be due solely to such causes and only to the extent such occurrences actually delay the completion of the Work and then only if VENDOR shall have strictly complied with all the requirements of the Contract Documents. Provided, however, notwithstanding anything in the Contract Documents to the contrary, no interruption, interference, inefficiency, suspension or delay in the performance, progress, commencement or completion of the Work for any cause whatsoever, including those for which AUGUSTA or PROJECT MANAGER may be responsible in whole or in part, shall relieve VENDOR of its duty to perform or give rise to any right to damages or additional compensation from AUGUSTA. VENDOR's sole and exclusive remedy against AUGUSTA for interruption, interference, inefficiency, suspension or delay of any aspect of the Work shall be the right to seek an extension to the Contract Time in accordance with the procedures set forth herein. ARTICLE 10- WARRANTY AND GUARANTEE; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 10.1 Warranty and Guarantee: 1. VENDOR warrants and guarantees to AUGUSTA that all materials and equipment will be new unless otherwise specified and that all work will be of good quality, performed in a workmanlike manner, free from faults or defects, and in accordance with the requirements of the Contract Documents and any inspections, tests, or approvals referred to in this Article. All unsatisfactory Work, all faulty Work and all Work not conforming to the requirements of the Contract Documents or such inspections, tests, approvals, or all applicable building, construction and safety requirements shall be considered defective. Notice of all defects shall be given to VENDOR by PROJECT MANAGER. All defective work,whether or not in place,may be rejected, corrected,or accepted as provided in this Article. 2. VENDOR shall warrant and guarantee to each individual property owner that all materials and equipment will be new unless otherwise specified and that all work will be of good quality,performed in a workmanlike manner, free from faults or defects, and in accordance with the requirements of the Contract Documents and any inspections, tests, or approvals referred to in this Article. All unsatisfactory Work, all faulty Work and all Work not conforming to the requirements of the Contract Documents or such inspections, tests, approvals, or all applicable building,construction and safety requirements shall be considered defective. 3. VENDOR shall warrant and guarantee to each individual property owner that all Work will be covered by a Warranty for a period of Two(2)Calendar years. 10.2 Access to Work: 1. For the duration of the Work, PROJECT MANAGER and its representatives, other designated representatives of AUGUSTA, and authorized representatives of any regulatory agency shall at all times be given access to the Work. VENDOR shall provide proper facilities for such access and observation of the Work and also for any inspection or testing by others. 10.3 AUGUSTA May Stop the Work: 1. When Work is defective or when VENDOR fails to supply sufficient skilled workmen or suitable materials or equipment or make prompt payments to Subcontractors for labor, materials, or equipment or if VENDOR violates any provisions of these Contract Documents, AUGUSTA may order VENDOR to stop the Work until the cause for such order has been eliminated. However, this right of AUGUSTA to stop the Work shall not give rise to any duty on the part of AUGUSTA to exercise this right for the benefit of VENDOR or any other party. VENDOR shall have no right to claim an increase in the Contract Price or Contract Time or other damages for a stop work order under this paragraph. 10.4 Correction or Removal of Defective Work: 1. When directed by PROJECT MANAGER, VENDOR shall promptly, without cost to AUGUSTA and as specified by PROJECT MANAGER, either correct the defective Work whether fabricated, installed, or completed, or remove it from the site and replace it with non-defective Work. If VENDOR does not correct such defective Work or remove and replace such defective Work within a reasonable time, as specified in a written notice from PROJECT MANAGER, AUGUSTA may have the deficiency corrected. All direct and indirect costs of such correction shall be paid by VENDOR or deducted from payment to VENDOR. VENDOR will also bear the expense of correcting or removing and replacing all Work of others destroyed or damaged by the correction,removal,or replacement of the defective Work. 10.5 Neglected Work by VENDOR 1. If VENDOR neglects to execute the Work in accordance with the Contract Documents, including any requirements of the progress schedule,PROJECT MANAGER may direct VENDOR to submit a recovery plan and take specific corrective actions including, but not limited to, employing additional workmen and/or equipment, and working extended hours and additional days, all at no cost to AUGUSTA in order to put the Work back on schedule. If VENDOR fails to correct the deficiency or take appropriate corrective action, AUGUSTA may terminate the contract or VENDOR's right to proceed with that portion of Work and have the Work done by others. The cost of completion under such procedure shall be charged against VENDOR. A Change Order shall be issued incorporating the necessary revisions in the Contract Documents, including an appropriate reduction in the Contract Price. If the payments due VENDOR are not sufficient to cover such amount,VENDOR shall pay the difference to AUGUSTA. 2. Should VENDOR work overtime,weekends or holidays to regain the schedule,all costs to AUGUSTA of associated inspection, construction management and resident engineers shall be identified to VENDOR and the Contract Price reduced by a like amount via Change Order. ARTICLE 11- SUSPENSION OF WORK AND TERMINATION 11.1 AUGUSTA May Suspend Work: 1. AUGUSTA may, at any time and without cause, suspend the Work or any portion thereof for a period of not more than ninety days by notice in writing to VENDOR and PROJECT MANAGER which will fix the date on which Work will be resumed. VENDOR shall resume the Work on the date so fixed. VENDOR shall be allowed an adjustment in the Contract Price or an extension of the Contract Time, or both, directly attributable to any suspension if VENDOR makes an approved claim therefore as provided for within this Agreement. 11.2 Termination For Cause: 1. Upon the occurrence of any one or more of the following events: 1.1. if VENDOR commences a voluntary case under any chapter of the Bankruptcy Code (Title 11, United States Code), as now or hereafter in effect, or if VENDOR takes any equivalent or similar action by filing a petition or otherwise under any other federal or state law in effect at such time relating to the bankruptcy or insolvency; 1.2. if a petition is filed against VENDOR under any chapter of the Bankruptcy Code as now or hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief against VENDOR under any other federal or state law in effect at the time relating to bankruptcy or insolvency; 1.3. if VENDOR makes a general assignment for the benefit of creditors; 1.4. if a trustee, receiver, custodian or agent of VENDOR is appointed under applicable law or under contract, whose appointment or authority to take charge of property of VENDOR is for the purpose of enforcing a Lien against such property or for the purpose of general administration of such property for the benefit of VENDOR's creditors; 1.5. if VENDOR admits in writing an inability to pay its debts generally, as they become due; 1.6. if VENDOR fails to perform the Work in accordance with the Contract Documents (including,but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the progress schedule established within this Agreement as revised from time to time); 1.7. if VENDOR disregards Laws or Regulations of any public body having jurisdiction; 1.8. if VENDOR disregards the authority of PROJECT MANAGER;or 1.9. if VENDOR otherwise violates in any substantial way any provisions of the Contract Documents, AUGUSTA may, after giving VENDOR (and the surety, if there be one) seven days' written notice and to the extent permitted by Laws and Regulations, terminate the services of VENDOR,exclude VENDOR from the site and take possession of the Work and of all VENDOR's tools, appliances, construction equipment and machinery at the site and use the same to the full extent they could be used by VENDOR(without liability to VENDOR for trespass or conversion), incorporate in the Work all materials and equipment stored at the site or for which AUGUSTA has paid VENDOR but which are stored elsewhere,and finish the Work as AUGUSTA may deem expedient. In such case VENDOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct, indirect and consequential costs of completing the Work (including but not limited to fees and charges of PROJECT MANAGERs, architects, attorneys and other PROJECT MANAGERS and court and arbitration costs) such excess will be paid to VENDOR. If such costs exceed such unpaid balance, VENDOR shall pay the difference to AUGUSTA. Such costs incurred by AUGUSTA will be approved as to reasonableness by PROJECT MANAGER and incorporated in a Change Order, but when exercising any rights or remedies under this paragraph, AUGUSTA shall not be required to obtain the lowest price for the Work performed. 2. In the event AUGUSTA terminates the contract for cause and it is subsequently judicially determined that there was no cause for termination, the termination for convenience provision will be the means for disposition of the balance of the contract obligations. 11.3 Termination for Convenience Upon seven working days' written notice to VENDOR and PROJECT MANAGER, AUGUSTA may, without cause and without prejudice to any other right or remedy of AUGUSTA, elect to terminate the Contract. In such case, VENDOR shall be paid (without duplication of any items): 1. For completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2. For expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; 3. For all claims,costs,losses and damages incurred in settlement of terminated contracts with Subcontractors,suppliers and others;and 4. For reasonable expenses directly attributable to termination. 5. VENDOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 6. Where VENDOR's services have been so terminated by AUGUSTA, the termination will not affect any rights or remedies of AUGUSTA against VENDOR then existing or which may thereafter accrue. Any retention or payment of moneys due VENDOR by AUGUSTA will not release VENDOR from liability. 11.4 VENDOR May Stop Work or Terminate: If through no act or fault of VENDOR, the Work is suspended for a period of more than ninety calendar days by AUGUSTA or under an order of court or other public authority, or PROJECT MANAGER fails to act on any Application for Payment within thirty days after it is submitted or AUGUSTA fails for thirty-one days to pay VENDOR any sum finally determined to be due, then VENDOR may upon seven working days' written notice to AUGUSTA and PROJECT MANAGER and provided AUGUSTA or PROJECT MANAGER did not remedy such suspension or failure within that time, terminate the Agreement and recover from AUGUSTA payment on the same terms as provided for within this Agreement. In lieu of terminating the Agreement and without prejudice to any other right or remedy, if PROJECT MANAGER has failed to act on an Application for Payment within thirty days after it is submitted or AUGUSTA has failed for thirty-one calendar days after it is submitted to pay VENDOR any sum finally determined to be due, VENDOR may upon seven days' written notice to AUGUSTA and PROJECT MANAGER stop the Work until receipt of payment of all such amounts due VENDOR, including interest thereon. The provisions of this paragraph are not intended to preclude VENDOR from making claim as provided for within this Agreement for an increase in Contract Price or Contract Time or otherwise for expenses or damage directly attributable to VENDOR's stopping Work as permitted by this paragraph. The provisions of this paragraph shall not relieve VENDOR of the obligations as provided for within this Agreement to carry on the Work in accordance with the progress schedule and without delay during disputes and disagreements with AUGUSTA. 11.5 SPECIFIED EXCUSES FOR DELAY OR NON-PERFORMANCE VENDOR is not responsible for delay in performance caused by hurricanes, tornadoes, floods, and other severe and unexpected acts of nature. In any such event, the contract price and schedule shall be equitably adjusted. ARTICLE 12- PAYMENTS TO VENDOR AND COMPLETION -PAYMENTS SHALL BE MADE IN ACCORDANCE WITH TASK ORDERS VENDOR shall provide pricing and details of said work will be done in accordance with a corresponding Task Order. AUGUSTA shall compensate the VENDOR for services, which have been authorized by AUGUSTA under the terms of this Agreement. The VENDOR may submit to AUGUSTA an application for payment, in a form acceptable to AUGUSTA and accompanied by all support documentation requested by AUGUSTA, for payment for the services, which were completed during the billing period. AUGUSTA shall review for approval said invoices. AUGUSTA shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by AUGUSTA, are unreasonably in excess of the actual work completed. AUGUSTA shall pay each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the VENDOR to the point indicted by such invoice, or of receipt of acceptance by AUGUSTA of the service covered by such invoice. AUGUSTA shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems,which have been encountered,which may inhibit execution of the work. The VENDOR shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When AUGUSTA authorizes the VENDOR to proceed with the work authorized in a Task Order, it agrees to pay the VENDOR for work completed,on the basis of Task Order Bid Schedule. GEORGIA PROMPT PAY ACT: This Agreement is intended by the Parties to, and does, supersede any and all provisions of the Georgia Prompt Pay Act, O.C.G.A. Section 13-11-1, et seq. In the event any provision of this Agreement is inconsistent with any provision of the Prompt Pay Act, the provision of this Agreement shall control. Defective pricing To the extent that the pricing provided by VENDOR is erroneous and defective, the parties may, by agreement,correct pricing errors to reflect the intent of the parties. Interest Notwithstanding any provision of the law to the contrary, the parties agree that no interest shall be due VENDOR on any sum held as retainage pursuant to the Contract Documents and VENDOR specifically waives any claim to same. ARTICLE 13- DISPUTE RESOLUTION 1. All disputes arising under this Contract or its interpretation whether involving law or fact or both, or extra work, and all claims for alleged breach of contract shall within ten (10) working days of the commencement of the dispute be presented by VENDOR to AUGUSTA for decision. All papers pertaining to claims shall be filed in quadruplicate. Such notice need not detail the amount of the claim but shall state the facts surrounding the claim in sufficient detail to identify the claim, together with its character and scope. In the meantime, VENDOR shall proceed with the Work as directed. Any claim not presented within the time limit specified in this paragraph shall be deemed to have been waived, except that if the claim is of a continuing character and notice of the claim is not given within ten (10) working days of its commencement, the claim will be considered only for a period commencing ten (10) working days prior to the receipt by AUGUSTA of notice thereof.Each decision by AUGUSTA will be in writing and will be mailed to VENDOR by registered or certified mail, return receipt requested, directed to his last known address. 2. All claims, disputes and other matters in question between AUGUSTA and VENDOR arising out of,or relating to,the Contract Documents or the breach thereof shall be decided under Georgia Law in the Superior Court of Richmond County, Georgia. VENDOR by execution of the Contract consents to jurisdiction and venue in the Superior Court of Richmond County, Georgia, and waives any right to contest same. 3. RESPONSIBILITY FOR CLAIMS AND LIABILITY The VENDOR shall be responsible for any and all damages to properties or persons caused by its employees, subcontractors, or agents, and shall hold harmless AUGUSTA, its officers, agents and employees from all suits,claims,actions or damages of any nature whatsoever to the extent found to be resulting from the VENDOR, its subcontracts,or agent in the negligent performance or non- performance of work under this Agreement. These indemnities shall not be limited by reason of the listing of any insurance coverage. ARTICLE 14- MISCELLANEOUS 14.1. Giving Notice: Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended,or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices shall be addressed as follows: AUGUSTA: VENDOR: ADMINISTRATOR DUKES ROOT CONTROL,INC. AUGUSTA,GEORGIA ATTN:BRADEN BOYKO 535 Telfair Street VICE PRESIDENT Suite 910 1020 Hiawatha Blvd.West Augusta,GA 30901 Syracuse,NY 13204 Copy to: DIRECTOR AUGUSTA UTILITIES DEPARTMENT 452 Walker Street,Suite 200 Augusta,GA 30901 14.2 Computation of Time: 1. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction,such day will be omitted from the computation. 2. A calendar day of twenty-four hours measured from midnight to the next midnight shall constitute a day. 14.3 PROFESSIONAL STANDARDS The standard of care for all services performed or furnished by VENDOR under this Agreement will be the level of care and that is ordinarily used by members of VENDOR'S profession practicing under similar conditions. 14.4 PERSONNEL The VENDOR represents that it has secured or will secure, at its own expense, all personnel necessary to complete this Agreement; none of whom shall be employees of, or have any contractual relationship with, AUGUSTA. All of the services required hereunder will be performed by the VENDOR under its supervision,and all personnel engaged in the work shall be qualified and shall be authorized or permitted under law to perform such services. All key professional personnel, including subcontractors, engaged in performing services for the VENDOR under this agreement are indicated in a personnel listing attached hereto as Attachment C - Listing of Key Personnel and incorporate herein by reference. No changes or substitution shall be permitted in the VENDOR's Key Personnel without the prior written approval of AUGUSTA or his designee. 14.5 RESPONSIBILITY FOR CLAIMS AND LIABILITY 1. The VENDOR shall be responsible for any and all damages to properties or persons caused by its employees, subcontractors, or agents, and shall hold harmless AUGUSTA, its officers, agents and employees from all suits, claims, actions or damages of any nature whatsoever to the extent found to be resulting from the VENDOR,its subcontracts,or agent in the negligent performance or non-performance of work under this Agreement. These indemnities shall not be limited by reason of the listing of any insurance coverage. 2. Should AUGUSTA or VENDOR suffer injury or damage to person or property because of any error,omission or act of the other party or of any of the other party's employees or agents or others for whose acts the other party is legally liable,claim should be made in writing to the other party within a reasonable time of the first observance of such injury or damage. The provisions as provided for within this Agreement shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitations or repose. 14.6. INDEPENDENT CONTRACTOR The VENDOR shall perform the services under this Agreement as an independent contractor and nothing contained herein shall be construed to be inconsistent with this relationship or status. Nothing in this Agreement shall be interpreted or construed to constitute the VENDOR or any of its agents or employees to be the agent,employee,or representative of AUGUSTA. 14.7 OPEN RECORDS VENDOR acknowledge that all records relating to this Agreement and the services to be provided under the contract may be a public record subject to Georgia's Open Records Act(O.C.G.A. § 50- 18-70, et seq.). VENDOR shall cooperate fully in responding to such request and making all records,not exempt,available for inspection and copying as provided by law. 14.7 RECORDS RETENTION VENDOR shall keep adequate records and supporting documentation applicable to this Work and Contract. Said records and documentation shall be retained by VENDOR for a minimum of five (5) years from the date of final completion or termination of this Contract. AUGUSTA shall have the right to audit, inspect, and copy all such records and documentation as often as AUGUSTA deems necessary during the period of the Contract and for a period of five (5) years thereafter provided, however, such activity shall be conducted only during normal business hours. AUGUSTA, during this period of time, shall also have the right to obtain a copy of and otherwise inspect any audit made at the direction of VENDOR as concerns the aforesaid records and supporting documentation. 14.8 SANITARY SEWER OVERFLOW PREVENTION: 14.8 Procedures to Prevent Overflows During Sanitary Sewer Construction: 14.8.1 The VENDOR is hereby notified that the discharge of any untreated wastewater to waters of the State is a violation of Georgia Water Quality Regulations and is prohibited. 14.8.2 The VENDOR will submit an Emergency Response Plan prior to beginning work. This plan will include a list of key personnel with 24-hour contact information who will respond during an emergency situation. The ERP will include estimates of mobilization time for a response crew to arrive onsite. Any changes to the Emergency Response Plan will be submitted to the RESIDENT PROJECT REPRESENTATIVE prior to implementation. 14.8.3 In the event bypass pumping is required to facilitate new sewer construction, bypassing plans and supporting calculations must be submitted to the Augusta Utilities Department for review prior to establishment of the bypass. All bypass systems will include complete redundancy in pumping systems,if failure of the primary pumping system could result in a discharge of untreated wastewater to waters of the State. 14.8.4 Bypass pumping will be monitored continuously by a person knowledgeable in pump operation and maintenance if the failure of the bypass pump could result in the discharge of untreated wastewater to waters of the State. 14.8.5 In the event of a discharge of untreated wastewater, the VENDOR will take the following actions: 1. Take immediate steps to eliminate or minimize the discharge of untreated wastewater. 2. Immediately notify the Utilities Department dispatcher (706.796.5000) and the RESIDENT PROJECT REPRESENTATIVE (contact information will be provided at the preconstruction conference). 3. Maintain a chronicle of relevant information regarding the incident including specific actions taken by the VENDOR and estimates of the discharge volume. 14.8.6 The RESIDENT PROJECT REPRESENTATIVE will coordinate notification of the Georgia Environmental Protection Division (800.241.4113) and the Augusta Emergency Management Agency if appropriate. 14.8.7 If, in the opinion of the RESIDENT PROJECT REPRESENTATIVE and the AUGUSTA,the VENDOR is not responding to an emergency situation in an appropriate manner, the Utilities Department will undertake necessary actions to abate an overflow situation. The cost of these actions will be the responsibility of the VENDOR. 14.8.8 Following a discharge of untreated wastewater, a downstream inspection will be conducted by the Utilities Department to assess potential mitigation measures that may be required of the VENDOR. 14.9 COVENANT AGAINST CONTINGENT FEES The VENDOR warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by VENDOR for the purpose of securing business and that the VENDOR has not received any non- AUGUSTA fee related to this Agreement without the prior written consent of AUGUSTA. For breach or violation of this warranty,AUGUSTA shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee. 14.10 EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement, the VENDOR agrees as follows: (1) the VENDOR will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin; (2) the VENDOR will, in all solicitations or advertisements for employees placed by qualified applicants, receive consideration for employment without regard to race,creed,color,sex or national origin;(3) the VENDOR will cause the foregoing provisions to be inserted in all subcontracts for any work covered by the Agreement so that such provision will be binding upon each subcontractor, provided that the foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies of raw materials. 14.11 DRUG FREE WORK PLACE VENDOR shall be responsible for insuring that its employees shall not be involved in any manner with the unlawful manufacture, distribution, dispensation, possession, sale or use of a controlled substance in the workplace. For purposes of the policy, "workplace" is defined as AUGUSTA owned or leased property, vehicles, and project or client site. Any violation of the prohibitions may result in discipline and/or immediate discharge. VENDOR shall notify the appropriate federal agencies of an employee who has a criminal drug statute conviction for workplace violation. VENDOR may require drug or alcohol testing of employees when contractually or legally obligated,or when good business practices would dictate. 14.12 ANTI-KICKBACK CLAUSE Salaries of architects,drafters,engineer's, and technicians performing work under this Agreement shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except only such payroll deductions as are mandatory by law. The VENDOR hereby promises to comply with all applicable "Anti-kickback" laws, and shall insert appropriate provisions in all subcontracts covering work under this Agreement. 14.13 AUDITS AND INSPECTORS At any time during normal business hours and as often as AUGUSTA may deem necessary, the VENDOR shall make available to AUGUSTA and/or audit representatives of AUGUSTA for examination all of its records with respect to all matters covered by this Agreement. It shall also permit AUGUSTA and/or representatives of the audit, examine and make copies, excerpts or transcripts from such records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. The VENDOR shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred on the Project and used in support of its proposal and shall make such material available at all reasonable times during the period of the Agreement, and for three years from the date of final payment under the Agreement,for inspection by AUGUSTA or any reviewing agencies,and copies thereof shall be furnished upon request at cost plus 10%. The VENDOR agrees that the provisions of this Article shall be included in any Agreements it may make with any subcontractor,assignee,or transferee. 14.14 ASSIGNABILITY The VENDOR shall not assign or transfer whether by an assignment or novation,any of its rights, obligations,benefits,liabilities or other interest under this Agreement without the written consent of AUGUSTA. 14.15 PROHIBITED INTERESTS 1. Conflict of Interest: The VENDOR agrees that it presently has no interest and shall acquire no interest,direct or indirect,that would conflict in any manner or degree with the performance of its services hereunder. The VENDOR further agrees that, in the performance of the Agreement,no person having such interest shall be employed. 2. Interest of Public Officials: No member, officer, or employee of AUGUSTA during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 3. Employment of AUGUSTA's Personnel: The VENDOR shall not employ any person or persons in the employ of AUGUSTA for any work required by the terms of the Agreement, without the written permission of AUGUSTA except as may otherwise be provided for herein. 14.16 VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of AUGUSTA, either before, during, or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained, nor shall such verbal agreement or conversation entitle the VENDOR to any additional payment whatsoever under the terms for this Agreement. All changes to this Agreement shall be in writing and appended hereto as prescribed within this Agreement 14.17 LOCAL SMALL BUSINESS: In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Contractors agree to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia upon request. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE, Contractors shall report to Augusta, Georgia the total dollars paid to each subcontractor, vendor, or other business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors, if any, as required by Augusta, Georgia. Such utilization reports shall be in the format specified by the Director of Minority and Small Business Opportunities, and shall be submitted at such times as required by Augusta, Georgia. Required forms can be found at www.augustaga.gov. If you need assistance completing a form or filing information, please contact the Local Small Business Opportunity Program Office at (706)821-2406. Failure to provide such reports within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to, withholding payment from the contractor. 14.18 E-VERIFY: All contractors and subcontractors entering into contracts with Augusta,Georgia for the physical performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program. All contractors and subcontractors must provide their E-Verify number and must be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13-10-91 and shall continue to use the federal authorization program throughout the contract term. All contractors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia the contractor will secure from such subcontractor(s) each subcontractor's E-Verify number as evidence of verification of compliance with O.C.G.A. § 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s)is retained to perform such physical services EXTENT OF THE AGREEMENT This Agreement represents the entire agreement between AUGUSTA and VENDOR and supersedes all prior negotiations,representations and agreements,either written or oral. ACKNOWLEDGEMENTS "VENDOR acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, VENDOR is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of VENDOR's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the VENDOR may be precluded from recovering payment for such unauthorized goods or services. Accordingly, VENDOR.agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the VENDOR provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by VENDOR. VENDOR assumes all risk of non-payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and services,except revenue producing contracts [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF,said parties have hereunto set their seals the day and year written below: CITY: VENDOR: AUGUSTA,GEORGIA(AUGU A) Pivike s Roo/ /er// /4c, �f .I�+� 0 BY: ^�/w• BY: /G� '�'— /� As n 1/71p/ ?3 p/ PRINTED NAME: 146r,A=�, ✓%1 PRINTED NAME �,1/4 ij 4-. I.Zyko I ! t AS ITS: MAYOR �//,,,, / AS ITS: ✓.CQ. �/L�iO�(�✓j/ ATTEST CLERK•. ��,� ATTEST: '1,t Ori../in.'VA v AVA4/ YA. ' ' ; dOlt&ti )frryLt12))' i: PRI IS Ilt A,4' ':,i / '� A h,.f PRINTED NAME n 4�1� e d t `.,''',.7q s i ._1 R r• IG Cl t AST r '`g.A,th,. I I 1 ♦ssio. AS I'IS: 3J e.'(�'Q. atC' S( - DATE: // z/ Ag47,,i / DATE: GtORGtl.'..®" . Copy To: `1 ,.. 4 DIRECT©I2 AUGUSTA UTILITIES DEPARTMENT 452 Walker Street,Suite 200 Augusta,GA 30901 ATTACHMENT A - SCOPE OF SERVICES PROJECT DESCRIPTION: CHEMICAL TREATMENT OF SANITARY SEWER LINE SERVICES In accordance with Bid Item 18-262 to provide services for chemical treatment of sanitary sewer line. OBJECTIVES: ATTACHMENT B - COMPENSATION AUGUSTA shall compensate the VENDOR for services, which have been authorized by AUGUSTA under the terms of this Agreement. The VENDOR may submit to AUGUSTA an application for payment, in a form acceptable to AUGUSTA and accompanied by all support documentation requested by AUGUSTA, for payment for the services, which were completed during the billing period. AUGUSTA shall review for approval said invoices. AUGUSTA shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by AUGUSTA, are unreasonably in excess of the actual phase of completion of each phase. AUGUSTA shall pay each such invoice or portion thereof as approved,provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the VENDOR to the point indicted by such invoice, or of receipt of acceptance by AUGUSTA of the service covered by such invoice. AUGUSTA shall pay any undisputed items contained in such invoices. AUGUSTA shall make no payments for stored material. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems,which have been encountered,which may inhibit execution of the work. The VENDOR shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When AUGUSTA authorizes the VENDOR to proceed with the work authorized in a Task Order, it agrees to pay the VENDOR for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. To the extent that the pricing provided by VENDOR is erroneous and defective, the parties may, by agreement,correct pricing errors to reflect the intent of the parties. The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act. Root Control Sewer line chemical root control, including all labor,materials, equipment, and associated costs, shall be paid for at the unit price bid per linear foot of each size pipe. Unit prices are to be computed per linear foot manhole-to-manhole. Pipe Size Unit Price per Total Price p Linear Foot Estimated Footage 6 inch $1.49 1 $1.49 8 inch $1.49 150,000 $223,500.00 10 inch $1.66 1 $1.66 12 inch $1.82 1 $1.82 15 inch $2.63 1 $2.63 18 inch $3.87 1 $3.87 21 inch $4.84 1 $4.84 Additional Manholes $125.00 1 $125.00 Sum Total Price $223,641.31 (in figures) Grease and Odor Management for Mainline Gravity Sewers Price shall indicate a fixed annual fee, per dispenser (including one year of product, and all appurtenances to operate the dispenser, as designed), payable in equal monthly installments, for each year of the initial contract period. The fixed fee shall be inclusive of all profit,overhead,copy,travel,and miscellaneous expenses. No additional compensation shall be made to the vendor. Number of Dispensers Service Fee per Month TOTAL Annual Cost Per Dispenser 12 $14,029.89 $168,358.69 Sum Total Price $168,358.69 (in figures) ATTACHMENT C - LISTING OF KEY PERSONNEL VENDOR shall provide qualified personnel to perform its work. The list of key personnel below, including a designated Program Manager will not change or be reassigned without the written approval of AUGUSTA. Those personnel committed for this work are as follows: ATTACHMENT D - SPECIFICATIONS