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TECHNICAL SERVICES AUDIO VISUAL JUDICIAL CENTER
Augusta- Richmond County Capital Improvements Program Management 501 Greene Street, Suite 3 Augusta, Georgia 30901 Transmittal Phone: ( 706) 842 -5559 Fax: (706) 821 -2484 To: Betty Murphy, Clerk of Commission Office From: M. Lindsa Johnson - Hee w ry Com.an : Au. usta - Richmond Count Date September 9, 2010 Address: 8th Floor Re: Augusta Judicial Center City-County Bldg. Audio Visual bid 10 -082 Augusta, GA 30911 Phone No: Project: Judicial Center Fax No: Fax Overnight via a.m. p.m. If Fax, original 1 will 1 (will not follow Mail Courier by a.m. p.m. If Fax, # pages including this one: X Other Hand delivery Quantity Description 1 Original executed contract lset Original. Payment and Performance Bonds 1 Original Insurance certificate 1 Notice to proceed letter copy Heery Int'I will retain a copy of the above documents in their files Copied to Prepared by • a1.9 M. Lindsay Johnson AUGUSTA RICHMOND COUNTY CAPITAL IMPROVEMENTS HEERY INTERNATIONAL, INC., PROGRAM MANAGER September 9, 2010 Mr. Martin Kohnen TSAV Contractor Representative Technical Services Audio Visual 775 Barber Street Athens, Georgia 30606 RE: New Augusta Judicial Audio Video bid #10 -082 Notice To Proceed Dear Mr. Kohnen: The Contract for the referenced project has now been executed, as of today's date. Please consider this your official Notice To Proceed. All initial paperwork that was requested by your firm to be in place prior to mobilizing to the site has been completed. We look forward to working with you on this important project. If there are any questions, please don't hesitate to contact me. Cordially, M. Lindsay Johnson, FLCGC Senior Associate FLEE RY 706.821.2868 direct / 706.421.6832 cell 501 Greene Street, Suite 307, Augusta, GA 30901 ZERO HARM . viake Safety Personal C: Fred Russell, Phyllis Mills, Betty Murphy 501 Greene Street Suite 307 Augusta, GA 30901 (706) 842 -5559 ACORDTM CERTIFICATE OF LIABILITY INSURANCE ( DATE (MM Y) 010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: BB &T Insurance - Athens PHONE FAx A/C No, E :t): 706 354 -3893 1 ( No): 866 317 -2202 1071 Founders Blvd. -MAIL ADDRESS: Suite B PRODUCER Athens, GA 30606 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: OneBeacon Insurance Company 21970 Dusoul Co Inc dba INSURERS: StarNet Insurance Company 40045 Technical Services Audio Visual INSURER C : 775 Barber Street INSURER D : Athens, GA 30601 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TN SR TYPE OF INSURANCE ADOL SUER POLICY EFF POLICY EXP LIMITS 1,,TR NSR IIWO POLICY NUMBER IMM /DD/YYYY) (MM /DDIYYYY) A GENERAL LIABILITY 711011425 07/17/2010 07/17/2011 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $500,000 CLAIMS -MADE I XI OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OPAGG $2,000,000 n POLICY n , n LOC $ A AUTOMOBILE LIABILITY 711011425 07/17/2010 07/17/2011 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS - - PROPERTY DAMAGE X HIREDAUTOS (Per accident) X NON-OWNED AUTOS A UMBRELLA LIAB X OCCUR 711011425 07/17/2010 07/17/2011 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $3,000,000 DEDUCTIBLE $ X RETENTION $ 0 $ B W AND EMP ORKERS L OYERS COMPENSAT' LIABILIT ION Y TO BNUWC0114149 07/17/2010 07/17/2011 X 1 WC R LIM S �R I OTH ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? © N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 A Installation Flt 711011425 07/17/2010 07/17/2011 $825,000 Floater A Installation Fit 711011425 07/17/2010 07/17/2010 $150,000 In Transit DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The Workers Compensation policy affords coverage under item 3.A. of the information page for AL and GA. Excluded Officer: Pete Dugas. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION 10 Days for Non - Payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Augusta, Georgia ACCORDANCE WITH THE POLICY PROVISIONS. 530 Greene Street Augusta, GA 30911 -3999 AUTHORIZED REPRESENTATIVE ©1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) 1 of 2 The ACORD name and logo are registered marks of ACORD PDF l ?P °Factory trial version www.Ddffactory.com ""Fwn DESCRIPTIONS (Continued from Page 1) Augusta Judicial Project # 10 -082. Augusta Richmond County has been added as additional insured to the General Liability and Commercial Auto coverage as required by written contract. A Waiver of Subrogation applies to the General Liability coverage as required by written contract. AMS 25.3 (2009/09) 2 of 2 PDFtIggeda trial version www.pdffactorv.com * * * * SEp� Bond # 1177555 * * * PAYMENT BOND The American Institute of Architects, AIA Document No. A312 * * (December, 1984 Edition). Any singular reference to Contractor, Surety, * f * Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): SURETY (Name and Principal Place of Business): Dusoul Co., Inc. d/b /a Old Republic Surety Company Technical Services Audio Visual (TSAV) 180 Interstate North, Suite 130 775 Barber Street, Athens, GA 30601 Atlanta, GA 30339 OWNER (Name and Address): Augusta, Georgia 530 Greene Street Augusta, Georgia 30911 -3999 CONSTRUCTION CONTRACT Date:August 13, 2010 Amount: $824,000.00 Description (Name and Location): Purchase and Installation of Audiovisual Systems for the Augusta Richmond County Judicial Center, 735 James Brown Boulevard, Augusta, GA 30901 BOND Date (Not earlier than Construction Contract Date):August 13, 2010 Amount: $824,000.00 Modifications to this Bond: ❑ None ❑ See Page 2 CONTRACTOR AS PRINCIPAL SURETY "Z6UH "„ Company: (Corporate Seal) Company: ( SEAL ) l) Dusoul Co., Inc. d/b /a Old Republic Surety Company .` Technical Services Aud' ft .1 Signature: Signature:. Name and Titl ' et; - A. r _ 'resident Name and Title: f e •r P. Crane, Attomey -In -Fact (Any additio ` =1 sign -s appear on page 2.) (FOR INFORMATION ONLY —Name, Address and Telephone) OWNER'S REPRESENTATIVE (Architect, Engineer or other AGENT or BROKER: party): 1 The Contractor and the Surety, jointly and severally, bind them- 4.1 Claimants who are employed by or have a direct contract with the selves, their heirs, executors, administrators, successors and assigns Contractor have given notice to the Surety (at the address described to the Owner to pay for labor, materials and equipment fumished for in Paragraph 12) and sent a copy, or notice thereof, to the Owner, use in the performance of the Construction Contract, which is incor- stating that a claim is being made under this Bond and, with sub - porated herein by reference. stantial accuracy, the amount of the claim. 2 Wth respect to the Owner, this obligation shall be null and void if 4.2 Claimants who do not have a direct contract with the Contractor: Claimants, and .1 Have furnished written notice to the Contractor and sent a copy, 2.1 Promptly makes payment, directly or indirectly, for all sums due or notice thereof, to the Owner, within 90 days after having last Claimants, and performed labor or last furnished materials or equipment included 2.2 Defends, indemnifies and holds harmless the Owner from in the claim stating, with substantial accuracy, the amount of the claims, demands, liens or suits by any person or entity whose claim and the name of the party to whom the materials were fur - claim, demand, lien or suit is for the payment for labor, materials nished or supplied or for whom the labor was done or performed; or equipment fumished for use in the performance of the Construc- and tion Contract, provided the Owner has promptly notified the Con- .2 Have either received a rejection in whole or in part from the Con- tractor and the Surety (at the address described in Paragraph 12) tractor, or not received within 30 days of furnishing the above notice of any claims; demands, liens or suits and tendered defense of any communication from the Contractor by which the Contractor such claims, demands, liens or suits to the Contractor and the has indicated the claim will be paid directly or indirectly; and Surety, and provided there is no Owner Default. .3 Not having been paid within the above 30 days, have sent a 3 With respect to Claimants, this obligation shall be null and void if written notice to the Surety (at the address described in Paragraph the Contractor promptly makes payment, directly or indirectly, for all 12) and sent a copy, or notice thereof, to the Owner, stating that sums due. a claim is being made under this Bond and enclosing a copy of 4 The Surety shall have no obligation to Claimants under this Bond until: the previous written notice furnished to the Contractor. oRIC 22114 (7-93) Page 1 of 2 5 If a notice required by Paragraph 4 is given by the Owner to the Con- Paragraph are void or prohibited by law, the minimum period of limi- tractor or to the Surety, that is sufficient compliance. tation available to sureties as a defense in the jurisdiction of the suit 6 When the Claimant has satisfied the conditions of Paragraph 4, the shall be applicable. Surety shall promptly and at the Surety's expense take the following 12 Notice to the Surety, the Owner or the Contractor shall be mailed actions: or delivered to the address shown on the signature page. Actual 6.1 Send an answer to the Claimant, with a copy to the Owner, receipt of notice by Surety, the Owner or the Contractor, however within 45 days after receipt of the claim, stating the amounts that accomplished, shall be sufficient compliance as of the date received are undisputed and the basis for challenging any amounts that are at the address shown on the signature page. disputed. 13 When this Bond has been furnished to comply with a statutory or 6.2 Pay or arrange for payment of any undisputed amounts. other legal requirement in the location where the construction was 7 The Surety's total obligation shall not exceed the amount of this to be performed, any provision in this Bond conflicting with said statu- Bond, and the amount of this Bond shall be credited for any payments tory or legal requirement shall be deemed deleted herefrom and made in good faith by the Surety. provisions conforming to such statutory or other legal requirement 8 Amounts owed by the Owner to the Contractor under the Construc- shall be deemed incorporated herein. The intent is that this Bond shall tion Contract shall be used for the performance of the Construction be construed as a statutory bond and not as a common law bond. Contract and to satisfy claims, if any, under any Construction Perfor- 14 Upon request by any person or entity appearing to be a potential mance Bond. By the Contractor furnishing and the Owner accepting beneficiary of this Bond, the Contractor shall promptly furnish a copy this Bond, they agree that all funds eamed by the Contractor in the of this Bond or shall permit a copy to be made. performance of the Construction Contract are dedicated to satisfy obli- 15 DEFINITIONS gations of the Contractor and the Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. 15.1 Claimant: An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish 9 The Surety shall not be liable to the Owner, Claimants or others for labor, materials or equipment for use in the performance of the obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for payment of any costs or Contract. The intent of this Bond shall be to include without part tation in the terms "labor, materials or equipment" that part of expenses of any Claimant under this Bond, and shall have under this water, gas, power, light, heat, oil, gasoline, telephone service or Bond no obligation to make payments to, give notices on behalf of, or otherwise have obligations to Claimants under this Bond. rental equipment used in the Construction Contract, architectural 10 The Surety hereby waives notice of any change, including changes and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other of time, to the Construction Contract or to related subcontracts, pur- items for which a mechanic's lien may be asserted in the jurisdic- chase orders and other obligations. tion where the labor, materials or equipment were furnished. 11 No suit or action shall be commenced by a Claimant under this 15.2 Construction Contract: The agreement between the Owner Bond other than in a court of competent jurisdiction in the location and the Contractor identified on the signature page, including all in which the work or part of the work is located or after the expiration Contract Documents and changes thereto. of one year from the date (1) on which the Claimant gave the notice required by Subparagraph 4.1 or Clause 4.2.3, or (2) on which the last 15.3 Owner Default Failure of the Owner, which has neither been labor or service was performed by anyone or the last materials or remedied nor waived, to pay the Contractor as required by the Con - equipment were fumished by anyone under the Construction Con- struction Contract or to perform and complete or comply with the tract, whichever of (1) or (2) first occurs. If the provisions of this other terms thereof. MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) (Corporate Seal) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Signature: Signature: Name and Title: Name and Title: Address: Address: Page2of2 * * * Bond # 1177555 * PERFORMANCE BOND * The American Institute of Architects, * AIA Document No. A312 (December, 1984 Edition) * * * Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): OWNER (Name and Address): Dusoul Co., Inc. d/b /a Augusta, Georgia Technical Services Audio Visual (TSAV) 530 Greene Street 775 Barber Street, Athens, GA 30601 Augusta, Georgia 30911 -3999 CONSTRUCTION CONTRACT SURETY (Name and Principal Place of Business): Date: August 13, 2010 Old Republic Surety Company 180 Interstate North, Suite 130 Amount: $824,000.00 Atlanta, GA 30339 Description (Name and Location): Purchase and Installation of Audiovisual Systems for the Augusta Richmond County Judicial Center, 735 James Brown Boulevard, Augusta, GA 30901 BOND Date (Not earlier than Construction Contract Date): August 13, 2010 Amount: $824,000.00 Modifications to this Bond: ❑ None ❑ See Page 2 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: ( IT SEAL '" al) Dusoul Co., Inc. d/b /a`' Old Republic Surety s pan .?f Technical Services e Atii 'is .1 Signature: Signature: Name and Title: et- • . D gas, P = dent Name and Title: Pe Crane, Attomey -In -Fact (Any addition signatures a ..T - r on page 2.) (FOR INFORMATION Only Name, Address and Telephone) OWNER'S REPRESENTATIVE (Architect, Engineer or other AGENT or BROKER: party): 1 The Contractor and the Surety, jointly and severally, bind them- 3.3 The Owner has agreed to pay the Balance of the Contract Price selves, their heirs, executors, administrators, successors and assigns to the Surety in accordance with the terms of the Construction to the Owner for the performance of the Construction Contract, which Contract or to a contractor selected to perform the Construction is incorporated herein by reference. Contract in accordance with the terms of the contract with the 2 If the Contractor performs the Construction Contract, the Surety and Owner. the Contractor shall have no obligation under this Bond, except to par- 4 When the Owner has satisfied the conditions of Paragraph 3, the ticipate in conferences as provided in Subparagraph 3.1. Surety shall promptly and at the Surety's expense take one of the 3 If there is no Owner Default, the Surety's obligation under this Bond following actions: shall arise after: 3.1 The Owner has notified the Contractor and the Surety at its 4.1 Arrange for the Contractor with consent of the Owner, to address described in Paragraph 10 below that the Owner is con- perform and complete the Construction Contract; or sidering declaring a Contractor Default and has requested and attempted to arrange a conference with the Contractor and the 4.2 Undertake to perform and complete the Construction Contract Surety to be held not later than fifteen days after receipt of such itself, through its agents or through independent contractors; or notice to discuss methods of performing the Construction Contract. 4.3 Obtain bids or negotiated proposals from qualified contractors If the Owner, the Contractor and the Surety agree, the Contractor acceptable to the Owner for a contract for performance and com- shall be allowed a reasonable time to perform the Construction Con- pletion of the Construction Contract, arrange for a contract to be tract, but such an agreement shall not waive the Owner's right, if prepared for execution by the Owner and the contractor selected any, subsequently to declare a Contractor Default; and with the Owner's concurrence, to be secured with performance 3.2 The Owner has declared a Contractor Default and formally and payment bonds executed by a qualified surety equivalent to terminated the Contractor's right to complete the contract. Such the bonds issued on the Construction Contract, and pay to the Contractor Default shall not be declared earlier than twenty days Owner the amount of damages as described in Paragraph 6 in after the Contractor and Surety have received notice as provided excess of the Balance of the Contract Price incurred by the Owner in Subparagraph 3.1; and resulting from the Contractor's default; or oRSC 22119 (10 -93) Page 1 of 2 4.4 Waive its right to perform and complete, arrange for completion, accrue on this Bond to any person or entity other than the Owner or or obtain a new contractor and with reasonable promptness under its heirs, executors, administrators or successors. the circumstances: 8 The Surety hereby waives notice of any change, including changes .1 After investigation, determine the amount for which it may of time, to the Construction Contract or to related subcontracts, be liable to the Owner and, as soon as practicable after purchase orders and other obligations. the amount is determined, tender payment therefor to the 9 Any proceeding, legal or equitable, under this Bond may be Owner; or instituted in any court of competent jurisdiction in the location in which .2 Deny liability in whole or in part and notify the Owner citing the work or part of the work is located and shall be instituted within reasons therefor. two years after Contractor Default or within two years after the Con - 5 If the Surety does not proceed as provided in Paragraph 4 with tractor ceased working or within two years after the Surety refuses reasonable promptness, the Surety shall be deemed to be in default or fails to perform its obligations under this Bond, whichever occurs on this Bond fifteen days after receipt of an additional written notice first. If the provisions of this Paragraph are void or prohibited by law, from the Owner to the Surety demanding that the Surety perform its the minimum period of limitation available to sureties as a defense obligations under this Bond, and the Owner shall be entitled to enforce in the jurisdiction of the suit shall be applicable. any remedy available to the Owner. If the Surety proceeds as provided 10 Notice to the Surety, the Owner or the Contractor shall be mailed in Subparagraph 4.4, and the Owner refuses the payment tendered or delivered to the address shown on the signature page. or the Surety has denied liability, in whole or in part, without further 11 When this Bond has been furnished to comply with a statutory or notice the Owner shall be entitled to enforce any remedy available other legal requirement in the location where the construction was to the Owner. to be performed, any provision in this Bond conflicting with said statu- 6 After the Owner has terminated the Contractor's right to complete tory or legal requirement shall be deemed deleted herefrom and the Construction Contract, and if the Surety elects to act under provisions conforming to such statutory or other legal requirement Subparagraph 4.1, 4.2, or 4.3 above, then the responsibilities of the shall be deemed incorporated herein. The intent is that this Bond shall Surety to the Owner shall not be greater than those of the Contractor be construed as a statutory bond and not as a common law bond. under the Construction Contract, and the responsibilities of the Owner 12 DEFINITIONS to the Surety shall not be greater than those of the Owner under the 12.1 Balance of the Contract Price: The total amount payable by Construction Contract. To the limit of the amount of this Bond, but the Owner to the Contractor under the Construction Contract after subject to commitment by the Owner of the Balance of the Contract all proper adjustments have been made, including allowance to Price to mitigation of costs and damages on the Construction the Contractor of any amounts received or to be received by the Contract, the Surety is obligated without duplication for: Owner in settlement of insurance or other claims for damages to 6.1 The responsibilities of the Contractor for correction of defec- which the Contractor is entitled, reduced by all valid and proper tive work and completion of the Construction Contract; payments made to or on behalf of the Contractor under the Construction Contract. 6.2 Additional legal design professional and delay costs resulting 12.2 Construction Contract: The agreement between the Owner from the Contractor's Default, and resulting from the actions or and the Contractor identified on the signature page, including all failure to act of the Surety under Paragraph 4; and Contract Documents and changes thereto. 6.3 Liquidated damages, or if no liquidated damages are speci- 12.3 Contractor Default: Failure of the Contractor, which has neither fied in the Construction Contract, actual damages caused by been remedied nor waived, to perform or otherwise to comply with delayed performance or non - performance of the Contractor. the terms of the Construction Contract. 7 The Surety shall not be liable to the Owner or others for obligations 12.4 Owner Default: Failure of the Owner, which has neither been of the Contractor that are unrelated to the Construction Contract and remedied nor waived, to pay the Contractor as required by the the Balance of the Contract Price shall not be reduced or set off on Construction Contract or to perform and complete or comply with account of any such unrelated obligations. No right of action shall the other terms thereof. MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL (Corporate Seal) SURETY (Corporate Seal) Company: Company: Address: Address: Name and Title: Name and Title: Signature: Signature: ORSC 22119 (10 -93) Page 2 of 2 * * * QI, V REPUBLIC SURETY COMPANY ' * POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS. That OLD REPUBLIC SURETY COMPANY, a Wisconsin stock insurance corporation, does make, constitute and appoint: THOMAS D. CHASTEEN PETER P. CRANE, OF ATHENS, GA its true and lawful Attorney(s) -in -Fact, with full power and authority, not exceeding $10;000,000, for and on behalf of the company as surety, to execute and deliver and affix the seal of the company thereto (if a seal is required), bonds, undertakings, recognizances or other written obligations in the nature thereof, (other than bail bonds, bank depository bonds, mortgage deficiency bonds, mortgage guaranty bonds, guarantees of installment paper and note guaranty bonds, self- insurance workers compensation bonds guaranteeing payment of benefits, asbestos abatement contract bonds, waste management bonds, hazardous waste remediation bonds or black lung bonds), as follows: ALL WRITTEN INSTRUMENTS IN AN AMOUNT NOT TO EXCEED AN AGGREGATE OF ONE MI::LL ION ; DOLLARS ($1,`000, 0:00) `) FOR ANY SINGLE OBLIGATION, REGARDLESS OF THE NUMBER OF INSTRUMENTS ISSUED FOR ;; THE'OBLIGAT ION . and to bind OLD REPUBLIC SURETY COMPANY thereby, and all of the acts of said - Attorneys -in -Fact, pursuant to these presents, are ratified and confirmed. This document is not valid unless, printed on.-colored background and is multi - coloreds This appointment is<;made under and by authority of the board of directors at a special meeting held on February 18, 1982. This Power of Attorney is signedandsealed by facsimile under and by the authority of the following resolutions adopted by the board of directors of the OLD REPUBLIC SURETY COMPANY on February 18, 1982. RESOLVED that, the president, any vice-president, or assistant vice president in conjunction with the secretary or any assistant - secretary, may appoint attorneys -in -fact or agents with authority as defined or limited in..the instrument evidencing the appointment in each case, for and on behalf of the company to execute and deliver and affix the seal of the company to bonds, undertakings, recog- nizances, and suretyship obligations of all kinds; and said officers may remove any such attorney -in -fact or agent and revoke any . Power of Attorney previously granted to such person. RESOLVED FURTHER,that any bond, undertaking recognizance, or suretyship obligation shall bevalid and binding upon tie Company (i) when signed by the president;any vice president or assistant vice president and attested and sealed (if a seal be required) by any secretaryor assistant secretary; or (ii) when signed by the president any vice'president or assistant vice president secretary or assistant secretary, and countersigned arid sealed (if a seal be required) by a duly authorizedattorney -in -fact or agent; or . (iii) when duly executed and sealed (if a seal be required) by one or more attorneys -in -fact or agents pursuant to and within theiimits of the authority evidenced by the Power of Attorney issued by the company to such person or persons. RESOLVED FURTHER,that the signature of any'authorized officer and the seal of the company may be affixed by facsimile to any Power of Attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the company; and such signature and seal when so used shall have the same force and effect as though manually affixed. IN WITNESS WHEREOF, OLD REPUBLIC SURETY COMPANY has caused these presents to be signed by its proper officer, and its corporate seal to be affixed this 3RD day of MARCH, 2010. OLD REPUBLIC SURETY COMPANY o>. SURE �.." _... ce ar �' irl--- SE g = n AL „....,44 yC Assistant Secretary.; President STATE OF WISCONSIN, COUNTY OF WAUKESHA - SS " "' ° °* On this 3RD da y of MARCH, 2'010 , personally came before me; GERALD C: LEACH and RICK A JOHNSON to me known to be the.individuals and officers of the OLD REPUBLIC SURETY COMPANY who executed the above instrument, and they each acknowledged the execution of the same, and being by me duly sworn, did severally depose and say that they are said officers of the corporation aforesaid, and that the seal affixed to the above instrument is the seal of the corporation and that said corporate seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority of the board of directors of said corporation. , _,, porn R, ; - Notary Public / 7.4...‘ pUB"` My commission expires: 12/02/2012 H , 5` =' Op. cP CERTIFICATE I, the undersigned, assistant: secretary of the OLD REPUBLIC SURETY COMPANY, a Wisconsin corporation, CERTIFY that the foregoing and attached Power of Attorney remains in full force and has not been revoked; and furthermore, that the Resolutions of the board of directors set forth in the Power of Attorney, are now in force. 80 -3010 s A I / / da A,� Vii: € (• / a .. ss `� ,- Signed and sealed at the City of Brookfield, WI this day of / S. 1 __ - : 2 Z r..4........ / SEAL iM1 CHASTEEN I .A CE AGENCY Assistant Secretary THIS DOCUMENT HAS A COLORED BACKGROUND AND IS MULTI- COLORED ON THE FACE. THE COMPANY LOGO APPEARS ON THE BACK OF THIS DOCUMENT AS A WATERMARK. IF THESE FEATURES ARE ABSENT THIS DOCUMENT IS VOID. STANDARD FORM OF CONTRACT FOR GENERAL CONSTRUCTION SERVICES BETWEEN Augusta, Georgia (hereinafter referred to as the Owner) AND Technical Services Audio Visual (TSAV) (hereinafter referred to as the Contractor) The General Construction Services required by this Contract are to be rendered for the following project, hereinafter identified as the "Project ": Project Name: Augusta Richmond County Judicial Center Project Address: 735 James Brown Boulevard City /State /Zip: Augusta Georgia 30901 General Project Description: Audio Visual for new Judicial Center facility 1 of 60 Table of Contents Article 1 Representations Article 2 Notices Article 3 Definitions Article 4 Relationship of the Parties Article 5 Contract Documents Article 6 Scope of Contractor's Project Article 7 Compensation for Contractor Article 8 Personnel, Subcontractors, and Suppliers Article 9 Construction Schedule Article 10 Bonds Article 11 Contractor's Duties, Obligations and Responsibilities Article 12 Goods, Products, and Materials Article 13 Submittals Article 14 Contractor's Quality Assurance Article 15 Changes to the Project Article 16 Claims and Liens Article 17 Project Architect Article 18 Substantial and Final Completion Article 19 Contractor's Warranties and Guaranties Article 20 Owner's Duties, Obligations and Responsibilities Article 21 Liquidated Damages Article 22 Concealed and Unforeseen Conditions Article 23 Contractor's Records Article 24 Proprietary Documents and Confidentiality Article 25 Insurance Requirements Article 26 Owner's. Right to Stop Work Article 27 Termination or Suspension of Contract Article 28 Applicable Law and Dispute Resolution Article 29 Damages and Remedies Article 30 Miscellaneous Provisions Article 31 Indemnification Article 32 Contractor's Reviews and Evaluations Article 33 Prohibition Against Contingent Fees Article 34 Exhibits and Attachments Article 35 Entire Agreement Exhibit A Scope of Services Exhibit B Provisional Project Schedule Exhibit C Initial List of Drawings, Specifications, and Addendums Exhibit D Insurance Exhibit E Asbestos - Statement of Declaration Exhibit F Non - Collusion Affidavit 2of60 This Contract for General Construction Services is entered into between: Owner Owner's Name: Augusta, Georgia Owner's Address: 530 Greene Street City /State /Zip: Augusta Georgia 30911 -3999 and Contractor Contractor's Name: Technical Services Audio Visual Contractor's Address: 775 Barber Street City /State /Zip: Athens GA 30606 This Contract for General Construction Services is executed under seal, and shall be effective on the date signed by the last party to do so. AUTHORIZED REPRESENTATIVES: The authorized representatives and addresses of the Owner, the Architect, and the Contractor are: Owner's Representative Heery International, Inc. Firm Name: Name: Lindsay Johnson Address: 501 Greene Street — Suite 307 City /State /Zip: Augusta Georgia 30911 Email Address: MLJohnson(aauqustaga.gov Phone: 706- 821 -2868 Cell: 706 -421 -6832 Fax: 706 - 821 -2484 Architect's Representative Firm Name: Turner Associates Architects & Planners, Inc. Name: Leslie Wright Address: 280 Elizabeth Street NE - Suite A -110 City /State /Zip: Atlanta Georgia 30307 Email Address: Iwright @taarchitects.com Phone: 404 - 681 -3214 Cell: 770 - 313 -1788 Fax: 404 - 880 -7914 Contractor's Representative Firm Name: TSAV (Technical Services Audio Visual) Name: Martin Kohnen Address: 775 Barber Street City /State /Zip: Athens, GA 30606 Email Address: tsay.com Phone: 706 - 613 -8759 Cell: 706 - 614 -1474 Fax: License # BT- 088739 Athens- FEIN # /SS # Clarke County Georgia 58- 2274485 NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Owner and the Contractor agree: 3of60 ARTICLE 1 REPRESENTATIONS By executing this Contract, the Contractor makes the following express representations to the Owner: 1.1 The Contractor is professionally qualified to act as the Contractor for the Project and is licensed to perform construction services by all public entities having jurisdiction over the Contractor and the Project; 1.2 The Contractor has and shall maintain all necessary licenses, permits or other authorizations necessary to act as the Contractor for the Project until the Contractor's duties hereunder have been fully satisfied; 1.3 The Contractor has become familiar with the Project site and the local conditions under which the Project is to be constructed; 1.4 The Contractor assumes full responsibility to the Owner for the negligent or willful acts and omissions of the Contractor's employees, Subcontractor's or others employed or retained by the Contractor in connection with the Project; 1.5 The Owner and Contractor each acknowledges that it has reviewed and familiarized itself with this Contract for General Construction Services, and agrees to be bound by the terms and conditions contained herein. 1.6 The Owner intends to construct the Project and is engaging the Contractor to perform certain labor, supervision and services and provide certain equipment, goods and materials for the Project. 1.7 The Owner and Contractor each acknowledges that it will act in good faith in carrying out its duties and obligations. 1.8 The Owner's engagement of the Contractor is based upon the Contractor's representations to the Owner that it is experienced in the type of labor and services the Owner is engaging the Contractor to perform; is qualified, willing and able to perform general construction services for the Project; and has the expertise and ability to provide general construction services which will meet the Owner's objectives and requirements, and which will comply with the requirements of all governmental, public authorities and agencies having jurisdiction over the Project. 1.9 The Owner has engaged an Architectural firm to perform architectural and /or engineering services for the Project, including preparation of the Contract Documents. ARTICLE 2 4 of 60 NOTICES 2.1 Unless otherwise provided, all notices shall be in writing and considered duly given if the original is hand delivered; delivered by facsimile; sent by U.S. Mail, postage prepaid, or sent in a ".pdf" format via email. All notices shall be given to the authorized representatives at the addresses set forth above. Notices that are hand delivered, delivered by facsimile, or sent by email shall be deemed given the next business day following the date of delivery. Notices given by U.S. Mail shall be deemed given as of the second business day following the date of posting. ARTICLE 3 DEFINITIONS The following words and phrases shall for the purposes of this Agreement have the following meanings: 3.1 Proiect - The Project shall be as described above. 3.2 Contractor - The Contractor is the person or entity which enters into an agreement with the Owner to perform the construction services for the Project, including, without limitation, the providing of labor, materials, and equipment incorporated or to be incorporated into the Project. The term "Contractor" means the Contractor or its authorized representative, but excludes the Owner's Representative and the Architect. 3.3 Compensation - Compensation shall be the lump sum fee designated in Article 7.1 to be paid by the Owner to the Contractor in connection with the performance of the Services by the Contractor. 3.4 Change Order - shall mean a written order to the Contractor executed by the Owner, and the Architect, after execution of this Contract, directing a change in the Project and may include a change in the Contract Amount or the time for the Contractor's performance, or any combination thereof. 3.5 Site - The geographical location of a Project, defined by legal boundary lines, and the location characteristics including, but not limited to, grades and lines of streets, alleys, pavements and adjoining structures, rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, existing buildings and improvements, and service and utility lines. 3.6 Work - Any and all construction machinery, documents, equipment, facilities, fixtures, furnishings, goods, heat, items, labor, licenses, management, materials, permits, products, services, supervision, supplies, systems, taxes, testing, tools, utilities, transportation, vehicles, and water, required to be performed or supplied and /or necessary for proper execution and completion of the Project, or some portion thereof, whether or not incorporated or to be incorporated into the Project. ARTICLE 4 5of60 RELATIONSHIP OF THE PARTIES 4.1 The Architect - The Architect's performance of services shall be as an Architect consultant to the Owner to carry out the activities of Project design and construction administration and to provide the technical documents and supervision to achieve the Owner's Project objectives. The Architect will be responsible for dealing with the Contractor on all design and technical matters, and will administer this Contract for General Construction Services. Unless otherwise directed by the Owner, the Owner and the Contractor shall communicate with each other in the first instance through the Architect. The Owner's instructions to the General Contractor will be issued through the Architect. 4.2 Owner Representation - The Owner shall employ and assign a Project Manager from Heery International, Inc. to serve as the Owner's Representative. The Owner's Representative has no design or construction responsibilities of any nature. None of the activities of the Owner's Representative supplant or conflict with the construction activities, budget or any other services and responsibilities customarily furnished by the Contractor or their Subcontractors in accordance with generally accepted construction practices except as otherwise modified by this Agreement. The Contractor shall fully cooperate with the Owner's Representative. Instructions by the Contractor to the Architect relating to services performed by the Contractor will be issued or made by or through and in accordance with procedural, organizational, and documentation standards established by the Owner's Representative. Communications and submittals of the Contractor to the Architect shall be in writing and issued or made in accordance with similar procedural and documentation standards established by the Owner's Representative. The Owner's Representative shall have the authority to establish procedures, consistent with this Agreement, to be followed by the Architect and Contractor and to conduct periodic meetings to be attended by the Architect, and their subconsultants, and the Contractor, and their Subcontractors throughout the duration of this Agreement. 4.3 Other Consultants The Owner may provide drawings, consultation, recommendations, suggestions, data and /or other information relating to the Project from other consultants under separate contract with the Owner, including but not limited to: Land Surveying Consultant, Geotechnical Consultant, and /or Materials Testing Consultant. 4.4 The Contractor — 4.4.1 The Contractor shall, in consultation with the Owner, the Architect, the Owner's Representatives, and their Subcontractors, endeavor to develop, implement and maintain a spirit of cooperation, collegiality, and open communication among the parties so that the goals and objectives of each are clearly understood, potential problems are resolved promptly, and, upon completion, the Project is deemed a success by all parties. 4.4.2 The Contractor shall provide the Owner with a list of the proposed key project personnel of the Contractor and its Subcontractors to be assigned to the Project. The key project personnel are defined as the Project Principal, Project Manager, and Superintendent. This list shall include such information on the Contractor background of each of the assigned personnel as may be requested by the Owner, through the Owner's Representative. Such key personnel and 6of60 consultants shall be satisfactory to the Owner and shall not be changed except with the consent of the Owner unless said personnel cease to be in the Contractor's (or its subcontractors, if applicable) employ. 4.4.3 If required by the Owner's Representative, all agents and Employees of the Contractor and their Subcontractors shall wear identification badges provided by the Contractor at all times that they are on the Owner's property. The identification badge shall at a minimum display the company name and telephone number and the employee name. 4.4.4 The Contractor understands and agrees that should the Owner's Representative or other Consultant's provide the Contractor with any estimating or scheduling assistance, cost or time control recommendations or other consultation, recommendations or suggestions, any or all such activities on the part of the Owner's Representative, Consultant, or any other representative of the Owner shall in no way relieve the Contractor of the responsibility of fulfilling its obligations and responsibilities under this Agreement. ARTICLE 5 CONTRACT DOCUMENTS 5.1 The "Contract for General Construction Services" is comprised of the following documents: 5.1.1 This Agreement, including all attached documents, appendices and addenda; 5.1.2 Special conditions, if any; 5.1.3 Proposal submitted by the Contractor and accepted by the Owner; including the Request for Proposal. 5.1.4 The Drawings, Specifications, and all Addenda now existing or issued hereafter, (see Exhibit E for Initial List of Drawings, Specifications and Addenda); 5.1.5 Any amendments or addenda executed by the Owner and the Contractor hereafter; 5.1.6 Approved Change Order(s) or field orders; and 5.1.7 Additional documents listed hereafter, if any: 5.2 Documents not included or expressly contemplated in this Article 5 do not, and shall not, form any part of this Contract for General Construction Services. 5.3 The Owner shall furnish the Contractor with 0 sets of drawings and specifications and one CD -ROM with drawing and specification files in pdf format. Any additional copies of the Contract Documents required by the Contractor for execution of the Project shall be made by the Contractor at its cost and expense from the reproducible sets, or electronic media furnished by the Owner. 5.4 The Owner has requested that the Architect prepare documents for the Project, including the plans and specifications for the Project, which are to be complete, accurate, coordinated, and adequate for bidding, negotiating and constructing the Project. However, the Owner makes no representation or warranty of any nature whatsoever to the Contractor concerning such documents. The Contractor hereby acknowledges and represents that it has not relied, and 7 of 60 does not and will not rely, upon any representations or warranties by the Owner concerning such documents, as no such representations or warranties have been or are hereby made. 5.4.1 In the event of any conflict, discrepancy, or inconsistency among any of the documents which make up this Contract for General Construction Services, the following shall control: 5.4.1.1 As between figures given on plans and scaled measurements, the figures shall govern; 5.4.1.2 As between large -scale plans and small -scale plans, the large -scale plans shall govern; 5.4.1.3 As between plans and specifications, the requirements of the specifications shall govern; 5.4.1.4 As between this document and the plans, specifications, general conditions or general requirements, this document shall govern. 5.4.1.5 Shop drawings and other submittals from the Contractor or its Subcontractors and Suppliers do not constitute a part of this Contract for General Construction Services. ARTICLE 6 SCOPE OF PROJECT 6.1 The Contractor shall provide all management, supervision, financing, goods, products, materials, equipment, systems, labor, services, permits, licenses, construction machinery, water, heat, utilities, transportation and any and all other facilities necessary for the proper execution and completion of the scope of the Project in accordance with all of the terms and conditions of this Contract for General Construction Services. The general nature of the scope of Project that the Contractor is to complete is briefly described as follows: 6.1.1 See Exhibit A — Scope of Work ARTICLE 7 COMPENSATION FOR CONTRACTOR 7.1 The Owner shall pay the Contractor, as full and complete payment for the General Contractor's timely and complete performance of its obligations hereunder, the fixed contract amount of Eight hundred twenty four thousand dollars ($824,000.00). The amount set forth above is the Contract Amount and includes the aggregate amount of all allowances. 7.2 Within fourteen (14) calendar days after execution of this Contract for General Construction Services, the Contractor shall prepare and present to the Owner's Representative and the Architect, the Contractor's Cost Loaded Schedule as described in the Specifications. The Contractor's Cost Loaded Schedule shall be presented in the format, and with such detail and supporting information, specified in this Contract for Construction Services. The Contractor shall not artificially inflate any element of its Cost Loaded Schedule. Upon the Architect's acceptance, the Cost Loaded Schedule shall be used as back -up to 8 of 60 process and pay the Contractor's requests for payment. The Cost Loaded Schedule shall not be changed without written change order authorized by the Owner. 7.3 Within thirty (30) calendar days after receipt by the Owner of the Contractor's approved invoice, the Owner shall pay to the Contractor ninety percent (90 %) of the total amount approved by the Architect, withholding the balance as retainage, unless there is a dispute about the amount of compensation due the Contractor. The thirty (30) calendar days after receipt of the approved invoice is defined as the Payment Date. 7.4 If any portion of the Contract Amount is determined by the application of unit prices, the number of units contained in the Contractor's Cost Loaded Schedule is an estimate only, and the compensation to the Contractor shall be determined by the actual number of units incorporated in, or required by, the Project. 7.5 At least every thirty (30) calendar days after commencement of performance, but no more frequently than once a month, the Contractor shall submit invoices to the Architect requesting payment for labor and services rendered during the preceding thirty (30) calendar days. Each invoice shall contain such detail and be backed up with whatever supporting information the Architect requests and shall at a minimum state: 7.5.1 The total Contract Amount; 7.5.2 The amount due for labor, materials and equipment incorporated into the Project; and with respect to amounts invoiced for materials or equipment necessary for the Project and properly stored at the Site (or elsewhere if offsite storage is approved in writing by the Owner), be accompanied by written proof that the Owner has title to such materials or equipment and that such material and equipment is fully insured against loss or damage; 7.5.3 A breakdown of the various phases or parts of the Project as related to the Contract Amount; 7.5.4 The value of the various phases or parts of the Project actually performed; 7.5.5 Previously invoiced amounts and credit payments made; 7.5.6 The total amount due, less the amount of retainage; 7.5.7 And shall also have attached such lien waivers (partial or final) and other documentation verifying the Contractor's payment to subcontractors and suppliers. 7.6 The Architect will review the Contractor's applications for payment, including such accompanying data, information and schedules as the Contract for General Construction Services requires, to determine the amounts due to the Contractor and, based upon such review, together with its inspections of the Project, shall authorize payment by the Owner to the Contractor in writing. Such authorization will constitute the Architect's certification to the Owner that: 9of60 7.6.1 The Project described in the Contractor's invoice has progressed to the level indicated and has been performed in accordance with the Contract for General Construction Services; 7.6.2 All necessary and appropriate lien waivers have been submitted; 7.6.3 The amount requested is currently due and owing to the Contractor. 7.7 The Architect's approval of the Contractor's invoice shall not preclude the Owner from exercising any of its remedies under this Contract for General Construction Services. In the event of a dispute, payment shall be made on or before the Payment Date for amounts not in dispute, subject to any reductions made by the Owner. The Owner shall have the right to refuse to make payment and, if necessary, may demand the return of a portion or all of the amount previously paid to the Contractor due to: 7.7.1 The Contractor's failure to perform the work required in compliance with the requirements of this Contract for General Construction Services or any other agreement between the parties; 7.7.2 The Contractor's failure to correctly and accurately represent the Project performed in a payment request, or otherwise; 7.7.3 The Contractor's performance of the Project at a rate or in a manner that, in the Owner's opinion, is likely to result in the Project or any portion of the Project being inexcusably delayed; 7.7.4 The Contractor's failure to use funds previously paid the Contractor by the Owner, to pay the Contractor's Project - related obligations including, but not limited to, the Contractor's subcontractors, materialmen, and suppliers; 7.7.5 Claims made, or likely to be made, against the Owner or its property; 7.7.6 Loss caused by the Contractor or the Contractor's subcontractors, or suppliers; 7.7.7 The Contractor's failure or refusal to perform any of its obligations to the Owner. 7.8 If after thirty (30) calendar days from the Payment Date the Owner, without cause or basis hereunder, fails to pay the Contractor any amounts then due and payable to the Contractor, the Contractor shall have the right, in addition to all other rights and remedies contained herein, to cease performance of work on the Project until receipt of proper payment after first providing fourteen (14) calendar days written notice to the Owner of its intent to cease work. 7.9 All prior payments, whether based on estimates or otherwise, may be corrected and adjusted in any subsequent payment and shall be corrected and adjusted in the final payment. In the event that any invoice contains a defect or impropriety which would prevent payment by the Payment Date, the Owner shall notify the Contractor in writing of such defect or impropriety. Any disputed amounts determined by the Owner to be payable to the Contractor shall be due 10 of 60 thirty (30) calendar days from the date that the dispute is resolved. 7.10 Interest shall not accrue on amounts owed by the Owner to the Contractor which remain unpaid thirty (30) calendar days following the Payment Date, as defined in Article 7.3. 7.10.1 No interest shall accrue when payment is delayed because of a dispute between the Owner and the Contractor, or a dispute as to the accuracy or completeness of any request for payment received. This exception to the accrual of interest shall apply only to that portion of a delayed payment which is actually the subject of the dispute and shall apply only for the duration of such disagreement. Nor shall interest accrue on retainage which is withheld to assure performance of this Contract for General Construction Services. 7.11 The Contractor expressly warrants and guarantees to the Owner that: 7.11.1 Title to all goods, products, materials, equipment and systems covered by an invoice will pass to the Owner either by incorporation into the Project, or upon receipt of payment by the Contractor, whichever occurs first; 7.11.2 All goods, products, materials, equipment and systems covered by an invoice are free and clear of liens, claims, security interests or encumbrances; 7.11.3 No goods, products, materials, equipment or systems covered by an invoice have been acquired by the Contractor, or its subcontractors or suppliers, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor, or its subcontractors or suppliers. 7.12 The signature of the Contractor on any invoice constitutes the Contractor's certification to the Owner that the Contractor's services listed in the invoice have progressed to the level indicated and have been performed as required by this Contract for General Construction Services; the Contractor has paid its subcontractors and suppliers their proportional share of all previous payments received from the Owner; the amount requested is currently due and owing. 7.13 The Contractor shall incorporate into the Contract Amount, and pay, all sales, consumer, use and similar taxes for goods, products, materials, equipment and systems incorporated into the Project which were legally required at the time of execution of this Contract for General Construction Services, whether or not yet effective or merely scheduled to go into effect. The Contractor shall secure, defend, protect, hold harmless, and indemnify the Owner from and against any and all liability, Toss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants) relating to any taxes assessed or imposed upon, incurred by or asserted against the Owner by any taxing authority with respect to such taxes. The Contractor shall cooperate with and assist the Owner in securing qualified refunds of any sales or use tax paid by the Owner or Contractor on goods, products, materials, equipment or systems. Any refund secured shall be paid to the Owner. 7.14 Upon receipt of payment from the Owner, the Contractor shall pay each of its 11 of 60 subcontractors and suppliers out of the amount received by the Contractor on account of such subcontractor's or supplier's portion of the work, the amount to which each entity is entitled, reflecting percentages actually retained from payments to the Contractor on account of such entity's portion of the work. The Owner shall have no obligation to pay, and shall not be responsible for payments to, the Contractor's subcontractors or suppliers. However, the Owner reserves the right, but has no duty, to make payment jointly to the Contractor and to any of its subcontractors or suppliers in the event that the Owner becomes aware that the Contractor fails to pay or unreasonably withholds payment from one or more of those entities. Such joint check procedure, if employed by the Owner, shall create no rights in favor of any person or entity beyond the right of the named payees to payment of the check and shall not be deemed to commit the Owner to repeat the procedure in the future. 7.15 Prior to being entitled to receive final payment, the Contractor must achieve Final Completion as described in Article 18. The Owner shall, subject to its rights set forth above in this Article, make final payment of all sums due the Contractor within thirty (30) calendar days from the Architect's execution of a final approval for payment. ARTICLE 8 PERSONNEL, SUBCONTRACTORS, AND SUPPLIERS 8.1 One of the criteria that were used to select the Contractor to perform the work under this contract was based on the proposed personnel to be assigned to the Project. The Contractor shall promptly inform the Owner in writing of any proposed replacements (before the replacements are made), along with the reasons for, and the names and qualifications of proposed replacements. The Owner shall have the right to reject any proposed replacement. 8.2 The Contractor shall not enter into any agreement with any Subcontractor or Supplier to which the Owner raises a reasonable, timely objection; and shall promptly inform the Owner in writing of any proposed replacements, the reasons therefor, and the name(s) and qualification(s) of proposed replacements (before the replacements are made). The Owner shall have the right to reject any proposed replacement. 8.3 The Owner shall prepare and submit to the Contractor a list of Owner's Consultants, including the name and general duties for each consultant, retained by the Owner to provide services with respect to the Project. The Owner reserves the right to engage any other consultants who it may deem necessary. 8.4 The Contractor shall stafithe Project with qualified and designated individuals and entities responsible for its obligations and performance. 8.4.1 The Contractor's Representative will serve as its primary communication contact with the Architect. 8.4.2 The Contractor shall employ persons skilled in the tasks assigned to them and shall contract with subcontractors and suppliers skilled in the tasks assigned to 12of60 them and capable of working harmoniously with all trades, crafts and other individuals on the Project. The Contractor shall use its best efforts to minimize the likelihood of any strike, work stoppage or other labor disturbance. 8.4.3 The Contractor shall immediately remove from the Site, for the duration of the Project, any person making an inappropriate religious, racial, sexual or ethnic comment, statement or gesture toward any other individual. 8.4.4 The Contractor shall immediately remove from the Site, for the duration of the Project, any person who is incompetent, careless, or not working in harmony. 8.4.5 The Contractor shall be responsible to the Owner for the acts and omissions of its agents and employees, consultants, subcontractors and suppliers. 8.4.6 The Contractor shall make every effort to limit the eating and consumption of foods to designated areas to avoid the infiltration of rodents and insects in the building. 8.4.7 The Contractor shall limit smoking to areas outside the building. Smoking inside the building is prohibited. If anyone is caught smoking inside the building may be asked to leave the premises. Repeated violations under this clause will be cause for permanent removal of the offending personnel from the Project. 8.5 The Contractor shall enter into written contracts with its subcontractors and suppliers, and those written contracts shall be consistent with this Contract for General Construction Services. It is the intent of the Owner and the Contractor that the obligations of the Contractor's subcontractors and suppliers inure to the benefit of the Owner and the Contractor, and that the Owner be a third- party beneficiary of the Contractor's agreements with its subcontractors and suppliers. 8.5.1 The Contractor shall make available to each subcontractor and supplier, prior to the execution of written contracts with any of them, a copy of the pertinent portions of this Contract for General Construction Services, including those portions of the Contract Documents to which the subcontractor or supplier will be bound, and shall require that each subcontractor and supplier shall similarly make copies of applicable parts of such documents available to its respective subcontractors and suppliers. 8.5.2 The Contractor shall include in its written contracts with its subcontractors and suppliers a provision which contains the acknowledgment and agreement of the subcontractor or supplier that it has received and reviewed the applicable terms, conditions and requirements of this Contract for General Construction Services that are included by reference in its written contract with the Contractor, and that it will abide by those terms, conditions and requirements. 8.5.3 The Contractor's written contracts with its subcontractors and suppliers shall preserve and protect the rights of the Owner and include the acknowledgment and agreement of each subcontractor or supplier that the Owner is a third -party beneficiary of the contract. The Contractor's agreements with its subcontractors and suppliers shall require that in the event of default under, or termination of, 13of60 this Contract for General Construction Services, and upon request of the Owner, the Contractor's subcontractors and suppliers will perform services for the Owner. 8.6 The Contractor shall promptly resolve claims, complaints, labor disputes and disputes over assignment of Project tasks by and among its subcontractors and suppliers. ARTICLE 9 CONSTRUCTION SCHEDULE 9.1 The Contractor shall commence construction of the scope of the Project within ten (10) days after receipt of the Notice -to- Proceed. 9.2 The Contractor shall accomplish Substantial Completion of the scope of the Project within 120 calendar days following the date of the Notice to Proceed. 9.3 The Contractor shall accomplish Final Completion of the scope of the Project thirty (30) days after the date of Substantial Completion as indicated in Article 9.2 above. 9.4 The Contractor shall, within fourteen (14) calendar days following receipt of the Notice to Proceed, submit to the Owner an Interim Project Construction Schedule (as defined in the Project Specifications), in Critical Path Method format (or CPM), for his construction /erection scope of Project for the first 90- days of the Project, compatible in Primavera P3 format. The Owner will review the Contractor's Interim Project Construction Schedule to determine if it meets the specific requirements of the Provisional Project Schedule which is defined in Exhibit B. The Contractor shall, within sixty (60) calendar days following the receipt of the Notice -to- Proceed, submit to the Owner the Project Construction Schedule (as defined in the Project Specifications), in the same format indicated above. The Owner will review the Contractor's Project Construction Schedule to determine if it meets the specific requirements of the Provisional Project Schedule. 9.5 The Construction Schedule shall include all pertinent dates and periods for timely completion of the Project. 9.5.1 The Construction Schedule shall include and properly coordinate dates for performance of all divisions of the work, including completion of off -Site requirements and tasks, so that the work can be completed in a timely and orderly fashion consistent with the required dates of Substantial Completion and Final Completion. 9.5.2 The Construction Schedule shall include the Date of the Notice -to- Proceed, the date of Substantial Completion and the date of Final Completion; any guideline and milestone dates required by the Owner; any applicable subcontractor and supplier sub - schedules; a submittal schedule which allows sufficient time for review of documents and submittals; the complete sequence of construction by activity, with dates for beginning and completion of each element of construction; and required approval dates. 9.5.3 By reviewing the Construction Schedule, the Owner and Architect do not assume any of the Contractor's responsibility that the Construction Schedule be coordinated or complete; or for timely and orderly completion by the 14 of 60 required dates of Substantial Completion, Final Completion and any milestone dates required by the Owner. 9.5.4 The Contractor shall review, on a weekly basis, the actual status of the Project against the Construction Schedule. The Contractor shall discuss the status of the Project weekly with the Architect, so that proper overall management may be provided. 9.6 If at any time the Contractor anticipates that performance of the work will be delayed or in fact has been delayed, the Contractor shall immediately notify the Architect of the probable cause of and effect from the delay, and possible alternatives to minimize the delay; and take all corrective actions reasonably necessary to deliver the Project by the required dates of Substantial Completion and Final Completion, and other milestone dates required by the Owner. 9.7 The Contractor shall determine and promptly notify the Architect in writing when it believes adjustments to the required dates of Substantial Completion or Final Completion, or other milestone dates required by the Owner, are necessary, but no such adjustments shall be effective unless approved in writing by the Owner. 9.8 The Contractor may attempt to achieve Substantial Completion before the required date of Substantial Completion. However, such planned early completion shall be for the Contractor's sole convenience and shall not create any additional Contractor rights or Owner obligations under this Contract for General Construction Services, nor shall it change the required dates of Substantial Completion or Final Completion. The Owner shall not pay the Contractor any additional compensation for achievement of Substantial Completion or Final Completion prior to the required dates nor will the Owner owe the Contractor any compensation should the Owner cause the Contractor not to achieve Substantial Completion earlier than the required date of Substantial Completion or Final Completion earlier than the required date of Final Completion. 9.9 The Contractor may propose modifications to the required dates of Substantial Completion or Final Completion. The Owner may, but is not required to, accept the Contractor's proposal. Modifications to the required dates of Substantial Completion or Final Completion shall be accomplished only by duly authorized and accepted change order stating the new dates and confirmation that all references in this Contract for General Construction Services to the required dates of Substantial Completion or Final Completion shall thereafter refer to the dates as modified, and all rights and obligations, including the Contractor's liability for actual damages, delay damages and liquidated damages, shall be determined in relation to the dates as modified. 9.10 The Contractor shall provide documents to the Architect for review in accordance with the schedule requirements and with sufficient lead time to allow the Architects reasonable time for review. ARTICLE 10 BONDS 15 of 60 10.1 The Contractor shall provide payment and performance bonds. The amount of the premiums for such bonds shall be included in the Construction Price. Each bond shall: 10.1.1 Be in a form approved by the Owner; 10.1.2 Incorporate by reference the terms of this Contract For General Construction Services; 10.1.3 Be executed by a company certified by the Secretary of the United States Department of Treasury pursuant to the Act of July 30, 1947 (61 Stat. 646, as amended; 6 U.S.C. 6 -13); 10.1.4 Be executed by a company licensed and authorized to do business in the state of Georgia; 10.1.5 Be accompanied by a power of attorney certifying that the persons executing the bond have the authority to do so. 10.2 The Contractor shall deliver any required bonds and powers of attorney to the Owner prior to commencement of the work. 10.3 The bonding company that issues the bonds must be registered with The Surety Association of America (SAA). ARTICLE 11 CONTRACTOR'S DUTIES, OBLIGATIONS AND RESPONSIBILITIES 11.1 The Contractor shall perform and complete its obligations under this Contract for General Construction Services using its best skill and attention, and covenants with the Owner, to furnish management, supervision, coordination, labor and services which expeditiously, economically and properly completes the work in the manner most consistent with the Owner's interests and objectives; which comply with the Contract Documents and this Contract for General Construction Services; and in accordance with the highest standards currently practiced by persons and entities performing or providing management, supervision, coordination, labor and services on projects similar in size, complexity and cost to this Project. 11.1.1 The Contractor shall not be required to provide Architectural services which constitute the practice of architecture or engineering. 11.1.2 All services rendered by the Contractor for the Project shall be performed by or under the immediate supervision of persons possessing expertise in the discipline of the service being rendered. 11.1.3 The Contractor shall cooperate and communicate with the Owner and all other persons or entities as required for satisfactory completion of the Project. 11.1.4 The Contractor understands and acknowledges that the Project referred to in this Contract for General Construction Services may be only part of the Project and that the Project may include the construction of other structures or other construction activities on the same Site. The Contractor shall conduct all its activities so as not to interfere with the construction of, or operations within or from, other structures on the Site. 16 of 60 11.1.5 The Contractor shall not damage, endanger, compromise or destroy any part of the Project or the Site, including by way of example and not limitation, work being performed by others on the Site, monuments, stakes, benchmarks and other survey points, utility services, and existing features or structures on the Site. Should the Contractor damage, compromise or destroy any part of the Project or the Site, the Contractor shall be fully and exclusively responsible for and bear all costs associated therewith for any repairs required to bring the condition back to the original state prior to when the damage occurred. 11.2 The Contractor shall: 11.2.1 Comply with all applicable laws, statutes, building codes, rules, regulations and lawful orders of all governmental, public authorities and agencies having jurisdiction over the Project; 11.2.2 Prepare and file documents required to obtain, and shall obtain, all necessary approvals and permits, including building permits, of all governmental authorities having jurisdiction over the Project; 11.2.3 Give all notices required of it by governmental authorities relating to the Project. 11.3 Safety shall be a prime concern of the Contractor at all times. The Contractor shall be solely responsible for and have control over the means, methods, techniques, sequences and procedures for coordinating and constructing the Project, including Site safety and safety precautions and programs. 11.3.1 The Contractor shall, concurrently with performance, maintain detailed records of safety related activities on the Site. 11.4 The Contractor shall maintain at the Site one copy of all drawings, specifications, addenda, approved shop drawings, change orders, submittals, and other modifications in good order and accurately marked depicting all changes as they occur during construction. The as -built drawings shall be available at all times to the Owner, the Architect, the Owner's Representative, Owner's Consultants, and quality control and testing agency personnel. The drawings shall be neatly and clearly marked in color during construction to record all variations made during construction, and the Contractor shall include such supplementary notes and details necessary to clearly and accurately represent as -built construction. 11.5 The Contractor shall not by any means: 11.5.1 Induce any person or entity employed in the construction of the Project to give up any part of the compensation to which that person or entity is entitled; 11.5.2 Confer on any governmental, public official having any authority or influence over the Project, any payment, loan, subscription, advance, deposit of money, services or anything of value, present or promised; 11.5.3 Offer nor accept any bribes or kick -backs in connection with the Project from or 17of60 to any individual or entity, including any of its trade contractors, subcontractors, consultants, suppliers or manufacturers of Project goods and materials; 11.5.4 Without the express written _permission of the Owner, call for or by exclusion require or recommend the use of any subcontractor, consultant, product, material, equipment, system, process or procedure in which the Contractor has a direct or indirect proprietary interest. 11.6 The Contractor shall develop and implement a quality management program to insure quality construction. Unless otherwise specified in this Contract for General Construction Services, the Owner shall select the quality control and testing agencies and pay for the cost of specified measures and tests required by the Contract Documents. The Contractor shall coordinate all tests and inspections required by the Contract Documents, and the Contractor shall arrange for tests and inspections to be conducted as necessary to avoid any interference with the progress of work. No claims for extension of time or extra costs will be allowed on account of any testing, retesting, inspection, re- inspection, or rejection of work when defective or deficient work is found. 11.7 The Contractor shall immediately notify the Architect, both orally and in writing, of the nature and details of all incidents which may adversely affect the quality or progress of the work including, but not limited to, union jurisdictional disputes, accidents, delays, damages to work and other significant occurrences. 11.8 The Contractor shall immediately notify the Architect, both orally and in writing, of the presence and location of any physical evidence of, or information regarding, environmental contamination on the Site (including but not limited to Hazardous Substances and petroleum releases) of which it becomes, or reasonably should have become, aware. If the Contractor encounters environmental contamination (including but not limited to Hazardous Substances and petroleum releases), the Contractor shall immediately stop performance of work or that portion of the work affected by or affecting such contamination; secure the contaminated area against intrusion; not disturb or remove the contamination; not proceed, or allow any subcontractor or supplier to proceed, with any work or other activities in the area affected by such contamination until directed to do so by the Architect; and take any other steps necessary to protect life and health. 11.9 The Contractor shall perform the work so as not to interrupt any operations of the Owner on the Site. 11.9.1 The Contractor understands and acknowledges that the Owner may need access to or use of certain areas of the Site or Project prior to the Contractor's achievement of Substantial Completion, and that such occupancy, access or use shall not constitute the Owner's acceptance of any Project. 11.9.2 The Contractor shall not enter any Owner - occupied area of the Site or Project unless first approved and scheduled by the Owner. The Contractor understands and acknowledges that the Owner may incur damages if the Owner's operations on the Site are interrupted or impaired as a result of the work. 18 of 60 11.9.3 The Contractor shall afford the Owner's own forces, and other consultants, trade contractors, subcontractors and suppliers, access to the Site for performance of their activities, and shall connect and coordinate its construction and operations with theirs as required by the Contract Documents. 11.10 The Contractor shall, through the Architect, schedule and coordinate all equipment and systems start -ups within its scope of the Project. 11.10.1 The Contractor shall provide the Owner with operation and maintenance manuals and other operational documentation not less than twenty -eight (28) calendar days prior to the required date of Substantial Completion to allow adequate time for training prior to commissioning and the Owner's occupancy of the Project. 11.10.2 The Contractor shall meet with the Owner's personnel not Tess than twenty - eight (28) calendar days prior to the required date of Substantial Completion to familiarize and train them with respect to maintenance and use of the Project. The appropriate personnel will attend and assist with such familiarization and training. 11.11 The Contractor shall resolve all questions concerning the Contract Documents with the Architect. 11.12 The Contractor shall provide water, gas and electrical services at the Site. The Contractor shall be responsible for providing and paying for connections to, extensions from and means of using these utilities. The Contractor will pay utility company bills for water, gas and electrical services which is required for the Project, and which passes through the Owner's meters, if any. The Contractor shall pay for water, gas and electrical services up to and including the date of Substantial Completion. ARTICLE 12 GOODS, PRODUCTS AND MATERIALS 12.1 The Contractor shall furnish goods, products, materials, equipment and systems which 12.1.1 Comply with this Contract for General Construction Services; 12.1.2 Conform to applicable specifications, descriptions, instructions, drawings, data and samples; 12.1.3 Are new (unless otherwise specified or permitted) and without apparent damage; 12.1.4 Are of quality, strength, durability, capacity or appearance equal to or higher than that required by the Contract Documents; 12.1.5 Are free from defects; and 19of60 12.1.6 Are beyond and in addition to those required by manufacturers' or suppliers' specifications where such additional items are required by the Contract Documents. 12.2 All goods, products, materials, equipment and systems named or described in the Contract Documents, and all others furnished as equal thereto shall, unless specifically stated otherwise, be furnished, used, installed, employed and protected in strict compliance with the specifications, recommendations and instructions of the manufacturer or supplier, unless such specifications, recommendations or instructions deviate from accepted construction practices, or the Contract Documents, in which case the Contractor shall so inform the Architect and shall proceed as directed by the Architect, provided that there are no additional costs associated with the directives. The Contractor shall coordinate all trade contracts, and subcontracts to verify compatibility of goods, products, materials, equipment and systems, and the validity of all warranties and guarantees, required by the Contract Documents. 12.3 The Contractor shall inform the Owner of goods, products, materials, equipment or systems which the Contractor knows or should have known are unsuitable or unavailable at the time of bid submission, and claims relating to or arising out of claims that goods, products, materials, equipment or systems are unsuitable or unavailable shall not be entertained by the Owner unless the Contractor, subcontractor, or supplier notified the Owner in writing at the time of bid submission, along with proposed alternatives. Approval by the Architect of substitute goods, products, materials, equipment or systems does not mean or imply final acceptance by the Architect if such items should be defective or not as previously represented. Should the Contractor furnish any approved goods, products, materials, equipment or systems different from or in addition to those required by the Contract Documents which require supplemental materials or installation procedures different from or in addition to those required for specified items, the Contractor shall provide such at no increased cost to the Owner. The Contractor shall coordinate the work of those subcontractors and suppliers whose work will be installed before and after the installation of any approved alternative or substitute so that there will be no conflicts or additional work required to be performed. The Owner will not be responsible for any costs associated with the failure of the Contractor to coordinate the work. 12.4 The Contractor shall provide security for the Project, until Final Completion, including but not limited to security for its work in progress and for the goods, products, materials, equipment, systems, construction machinery, tools, devices and other items required, used or to be used for its scope of the work. The Contractor shall be responsible for selecting the type of security that they choose to employ or use in connection with the Project. ARTICLE 13 SUBMITTALS 13.1 The Contractor shall include a schedule for all anticipated submittals in the Schedule that they prepare in accordance with Article 9. The schedule shall include the submittals required by each section of the specifications; be in a 20of60 format acceptable to the Architect; and set forth specific dates for submission of the listed submittals. The Contractor shall review and approve all submittals prior to submission to the Architect. 13.2 The Contractor shall in timely fashion review, approve if appropriate and forward submittals to the Architect for review and approval along with such detail and information as the Architect requires. No part of the work requiring a submittal shall be fabricated or performed until such approval has been given. 13.3 The Architect is responsible to the Owner, but not to the Contractor, to verify that the submittals conform to the design concept and functional requirements of the plans and specifications, that the detailed design portrayed in shop drawings and proposed equipment and materials shown in submittals are of the quality specified and will function properly, and that the submittals comply with the Contract for General Construction Services. The Architect will review and approve, reject or take other appropriate action on submittals such as shop drawings, product data, samples and proposed equal materials or equipment and requested substitutions within not more than fourteen (14) calendar days, and will not approve any submittals unless such submittals conform with the Project design concept; and this Contract for General Construction Services. The Architect's review of submittals shall not constitute final acceptance of materials or equipment furnished or installed if such materials or equipment should be defective or not as represented by approved submittals or as otherwise required by the Contract Documents. The Contractor remains responsible for details and accuracy, for confirming and correlating all quantities and dimensions, for selecting fabrication processes, for techniques of assembly, and for performance of the work. 13.4 If the Architect makes any changes to the approved submittals which will require a change in the contract amount, the Contractor shall follow the change procedures required elsewhere in this agreement, prior to performing the work. If the Architect does make a change on the approved submittals, and if the Contractor proceeds with the work prior to receiving a change order to the Contract, the Contractor waives their right to obtain further compensation for the change. 13.5 All work shall be performed in accordance with approved submittals. Approval of submittals by the Architect does not relieve the Contractor from complying with this Contract for General Construction Services, including all plans and specifications, except as changed by Change Order. ARTICLE 14 CONTRACTOR'S QUALITY ASSURANCE 14.1 During the course of work, the Contractor shall inspect and promptly reject any work which does not conform to the Contract Documents; or which does not comply with any applicable law, statute, building code, rule or regulation of any governmental, public authorities and agencies having jurisdiction over the Project. 14.1.1 The Contractor shall promptly correct or require the correction of all rejected work, whether observed before or after Substantial Completion and whether or 21 of 60 not fabricated, installed or completed. The Contractor shall be responsible for all costs of correcting such work, including additional testing and inspections and compensation for all services and expenses necessitated by such correction. 14.1.2 The Contractor shall be responsible for the cost of correcting destroyed or damaged work, whether completed or partially completed, of the Owner or other trade contractors or subcontractors caused by the Contractor's correction or removal of rejected work. 14.2 If a portion of the work has been concealed, the Contractor shall, if notified to do so by the Architect, uncover the designated portion for observation and then replace it. 14.2.1 If the designated portion of the work was concealed contrary to the request of the Architect, or to requirements specifically expressed in the Contract Documents, the Contractor shall receive no additional compensation for the costs of uncovering and replacement or modification of the Construction Schedule. 14.2.2 If the designated portion of the work was concealed prior to a specific request by the Architect that it remain uncovered, the Contractor shall receive additional compensation for the costs of uncovering and replacement or modification of the Construction Schedule only if the designated portion of the work was in conformance with the Contract Documents. ARTICLE 15 CHANGES TO THE PROJECT 15.1 The Contractor understands and agrees that this Contract for General Construction Services cannot be changed except as provided herein. No act, omission or course of dealing by the parties shall alter the requirement that modifications of this Contract for General Construction Services can be accomplished only by written documents signed by the parties. 15.2 One or more changes to the Project within the general scope of this Contract may be ordered by Change Order. The Contractor shall proceed with any such changes, and all changes shall be accomplished in strict accordance with the terms and conditions of Article 15. 15.2.1 With respect to such requests for changes by the Contractor, the Contractor shall prepare and submit change order request proposals to the Architect. 15.2.2 The Contractor shall promptly review and respond to change order requests submitted by the Architect. 15.2.3 When requested to do so, the Contractor shall prepare and submit to the Architect drawings, specifications or other data in support of a change order request. 22 of 60 15.2.4 Each change order request proposal shall include time and monetary impacts of the change. 15.3 The Owner will not be responsible for any change in the Project involving extra costs unless approval in writing is furnished by the Owner before such work begins. The Architect does not have authority to order changes to the Project that involve changes in cost or time. The Architect, without the Owner's prior approval, may authorize or direct the Contractor to make minor changes in the Project which are consistent with the intent of the Contract Documents and which do not involve a change in Project cost, time for construction, scope, or approved design elements, and the Contractor shall promptly carry out such changes. Any such minor changes shall be implemented by written field order and executed by the Contractor. 15.3.1 No act or omission shall alter the requirement that change orders shall be in writing and signed by the Owner, and that change orders are the exclusive method for effecting any adjustment to compensation or applicable schedules. The Contractor understands and agrees, on behalf of itself and its subcontractors and suppliers, that neither compensation nor applicable schedules can be changed by implication, oral agreement, or unwritten change order. 15.4 The Owner may unilaterally direct the Contractor to implement changes in the Project so long as the work the Owner is requiring is not outside of the general scope of this Contract for General Construction Services, and the Contractor, upon written direction from the Owner, shall proceed with such change. 15.5 The Architect will administer and manage all change order requests and change orders and will prepare required drawings, specifications and other supporting data as necessary in connection with minor changes, change order requests and change orders. 15.6 Any change in the Contract Amount resulting from a Change Order shall be determined as follows: 15.6.1 By mutual agreement between the Owner and the Contractor as evidenced by the change in the Contract Amount being set forth in the Change Order, such change in the Contract Amount, together with any conditions or requirements relating thereto, being initialed by both parties and the Contractor's execution of the Change Order. If, and to the extent, the change involves work of one or more subcontractors, the overhead and profit component for subcontractors . shall be fifteen percent (15 %) and the overhead and profit component for the Contractor shall be five percent (5 %) of the amount allocable for subcontracted work. If the change involves only work of the Contractor, the component for overhead and profit shall be fifteen percent (15 %). 15.6.2 If no mutual agreement occurs between the Owner and the Contractor, the change in the Contract Amount, if any, shall be derived by determining the reasonable actual costs incurred or savings achieved, resulting from revisions to the Project. Such reasonable actual costs or savings shall include a component for overhead and profit. If, and to the extent, the change involves work of one or more subcontractors, the overhead and profit component for 23 of 60 subcontractors shall be fifteen percent (15 %) and the overhead and profit component for the Contractor shall be five percent (5 %) of the amount allocable for subcontracted work. If the change involves only work of the Contractor, the component for overhead and profit shall be fifteen percent (15 %). Any such costs or savings shall be documented in the format and with such content and detail as the Architect requires. 15.6.3 The overhead and profit for any change shall be applied to the net cost of the change, after all applicable savings and credits have been applied. 15.6.4 The overhead and profit component for any change includes the cost of bonds and insurance. 15.6.5 By the unit prices included in Exhibit G. Payment for work provided by the unit prices will be compensated as described in the specifications. 15.7 With respect to all change order requests involving credit to the Owner or additional compensation to the Contractor, the Contractor shall obtain the best possible price quotations from their subcontractors and suppliers; they should review such quotations to ascertain whether they are reasonable; prepare an itemized estimate together with appropriate supporting data, including reasonable expenditures by, and savings to, those performing the work involved in the proposed change; and provide a reasonable price quotation to the Architect. 15.7.1 If the Architect determines that the change order requests is unreasonable, the Contractor shall, in writing, justify the quotations or provide additional back -up to support the request. If after review of the additional information the Architect determines that the quotation is unreasonable, the Owner may require the Project be performed on a time and material basis along with the applications of the mark -ups indicated in Article 15.6.2. 15.8 Upon receipt of a field order or change order, changes in the work shall be promptly performed. All changes in the work shall be performed under applicable conditions of the Contract Documents. 15.9 If there is a dispute that a change has occurred; whether a change in the work will result in adjustment of compensation or applicable schedules; or as to the amount of any adjustment of compensation or applicable schedules, the change shall be carried out if the Owner so directs. The Contractor shall notify the Owner in writing prior to performance of the work which is the subject of the dispute and the party disputing the decision of the Owner recites the reasons for its dispute in the written notice. Failure to notify the Owner in writing shall constitute a waiver of any claim resulting from the change. 15.10 In the event a change order request is approved by the Owner in the absence of an agreement as to cost, time, or both, the Architect will receive and maintain all documentation pertaining thereto; examine such documentation on the Owner's behalf; take such other action as may be reasonably necessary or as the Owner may request; and make a written recommendation to the Owner concerning any appropriate adjustment in the Contract Amount or Construction Schedule. 24 of 60 15.11 The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the work, this Contract as thus amended, the Contract Amount and the time for performance by the Contractor. The Contractor, by executing the Change Order, waives and forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the work included within or affected by the executed Change Order. 15.12 The Contractor shall notify and obtain the consent and approval of the Contractor's Surety with reference to all Change Orders if such notice, consent or approvals are required by the Owner, the Architect, and the Contractor's Surety, or by law. The Contractor's execution of the Change Order shall constitute the Contractor's warranty to the Owner that the Surety has been notified of, and consents to, such Change Order and that the Surety shall be conclusively deemed to have been notified of such Change Order and to have expressly consented thereto. ARTICLE 16 CLAIMS AND LIENS 16.1 The Contractor shall immediately notify Architect and the Owner, both orally and in writing, of the nature and details of any mechanics' liens, construction liens, Contractor's trust fund claims, or claims of any type made by anyone against the Owner, the Owner's Representative, the Architect, the Contractor or any subcontractor or supplier of any of them or against the Project whether or not such claims arise from the Project. 16.2 The Contractor shall take all action necessary to obtain the prompt discharge of any liens or claims filed against the Project provided that the Owner has paid the Contractor for the work giving rise to the lien. If any lien or claim filed against the Project is not discharged and released by the claimant, the Contractor shall, within a reasonable period of time, but in no event more than fourteen (14) calendar days after request and at its own cost, promptly obtain discharge and release of, or indemnity for, such lien or claim by providing or filing, as appropriate, the requisite bond. If the Contractor fails to have any such lien or claim discharged and released, or fails to provide or file the requisite bond, the Owner shall have the right to pay all sums necessary to obtain such a discharge and release, and the Contractor shall bear all expenses incurred by the Owner in so doing. 16.3 All Contractor claims against the Owner shall be initiated by a written claim submitted to the Owner and the Architect. Such claim shall be received by the Owner and the Architect no later than ten (10) calendar days after the event, or the first appearance of the circumstances, causing the claim, and same shall set forth in detail all known facts and circumstances supporting the claim. 16.4 The Contractor and the Owner shall continue their performance hereunder regardless of the existence of any claims submitted by the Contractor. 25 of 60 16.5 In the event the Contractor seeks to make a claim for an increase in the Contract Amount, as a condition precedent to any liability of the Owner, the Contractor shall strictly comply with the requirements of Article 16.3 above and such claim shall be made by the Contractor before proceeding to execute any additional or changed Work. Failure of the condition precedent to occur shall constitute a waiver by the Contractor of any claim for additional compensation. 16.6 In connection with any claim by the Contractor against the Owner for compensation in excess of the Contract Amount, any liability of the Owner for the Contractor's cost shall be strictly limited to direct cost incurred by the Contractor and shall in no event include indirect cost or consequential damages of the Contractor. The Owner shall not be liable to the Contractor for claims of third - parties including subcontractors, unless and until liability of the Contractor has been established in a court of competent jurisdiction. 16.7 In the event the Contractor should be delayed in performing any task which at the time of the delay is then critical, or which during the delay becomes critical, as the sole result of any act or omission by the Owner or someone acting in the Owner's behalf, or by Owner - authorized Change Orders, fire or other Acts of God, the date for achieving Substantial Completion, or, as applicable, final completion, shall be appropriately adjusted by the Owner upon the written claim of the Contractor to the Owner and the Architect. A task is critical within the meaning of this Article 16.7 if, and only if, said task is on the critical path of the Project schedule so that a delay in performing such task will delay the ultimate completion of the Project. Any claim for an extension of time by the Contractor shall strictly comply with the requirements of Article 16.3 above. If the Contractor fails to make such claim as required in this Article, any claim for an extension of time shall be waived. 16.8 The date for achieving Substantial Completion or, as applicable, final completion will not be extended due to bad weather (excepting bad weather which precludes access to the project site) after the Project is enclosed or for normal bad weather. The time for Substantial Completion as stated in the Contract includes an allowance for Working days (Monday through Friday) on which the Contractor agrees that he may expect to lose Working days due to bad weather, in accordance with the following table, on Work to be performed out -of- doors. January 10 days July 4 days February 10 days August 2 days March 7 days September 2 days April 6 days October 3 days May 4 days November 5 days June 3 days December 9 days At the time the Project is enclosed, if the total accumulated number of Working days lost due to weather exceeds the total accumulated number derived from the table above, time for completion shall be extended by such excess. No change in the Contract Amount will be authorized because of adjustment of contract time due to weather. ARTICLE 17 26 of 60 PROJECT ARCHITECT 17.1 The architect for this Project is Turner Associates Architects & Planners, Inc. (the "Architect "). In the event the Owner should find it necessary or convenient to replace the Architect, the Owner shall retain a replacement architect and the role of the replacement architect shall be the same as the role of the Architect. Unless otherwise directed by the Owner in writing, the Architect will perform those duties and discharge those responsibilities allocated to the Architect in this Contract. The duties, obligations and responsibilities of the Architect shall include, but are not limited to, the following: 17.1.1 Unless otherwise directed by the Owner in writing, the Architect shall act as the administrator of this Contract until final payment has been made, to the extent expressly set forth in this Contract. 17.1.2 Unless otherwise directed by the Owner in writing, the Owner Representative and the Contractor shall communicate with each other in the first instance through the Architect. 17.1.3 When requested by the Contractor in writing, the Architect shall render interpretations necessary for the proper execution or progress of the Project. 17.1.4 The Architect shall administer any required changes to the scope of work, and draft proposed Change Orders. 17.1.5 The Architect shall approve, or respond otherwise as necessary concerning shop drawings or other submittals received from the Contractor. 17.1.6 The Architect shall be authorized to refuse to accept work which is defective or otherwise fails to comply with the requirements of this Contract. If the Architect deems it appropriate, the Architect shall be authorized to call for extra inspection or testing of the work for compliance with requirements of this Contract. 17.1.7 The Architect shall review the Contractor's Payment Requests and shall approve in writing those amounts which, in the opinion of the Architect, are properly owing to the Contractor as provided in this Contract. 17.1.8 The Architect shall, upon written request from the Contractor, perform those inspections required in this Agreement. 17.2 The duties, obligations and responsibilities of the Contractor under this Contract for General Construction Services shall in no manner whatsoever be changed, altered, discharged, released, or satisfied by any duty, obligation or responsibility of the Architect. The Contractor is not a third -party beneficiary of any contract by and between the Owner and the Architect. It is expressly acknowledged and agreed that the duties of the Contractor to the Owner are independent of, and are not diminished by, any duties of the Architect to the Owner. 27of60 17.2.1 The Architect will be the Owner's design representative during performance of the Project and will consult with and advise the Owner on all design and technical matters. 17.2.2 The Architect will act as the initial interpreter of the requirements of this Contract for General Construction Services and as the Owner's advisor on claims. 17.3 The Architect will visit the Site with sufficient frequency for familiarization with the progress and quality of the work and to inspect the work to determine compliance of the work with this Contract for General Construction Services, including approved shop drawings and other submittals; the Construction Schedule; and applicable laws, statutes, building codes, rules or regulations of all governmental, public authorities and agencies having jurisdiction over the Project. 17.4 The Architect may disapprove or reject work which does not comply with this Contract for General Construction Services including approved shop drawings and other submittals; or applicable laws, statutes, building codes, rules or regulations of any governmental, public authorities and agencies having jurisdiction over the Project. 17.5 The Architect will review and evaluate the results of all inspections, tests and written reports required by this Contract for General Construction Services and by any governmental entity having jurisdiction over the Project. The Architect will take appropriate action on test results, including acceptance, rejection, requiring additional testing or corrective Project, or such other action deemed appropriate by the Architect. The Architect will promptly reject work which does not conform to and comply with testing requirements. 17.6 The Architect may require inspection or testing of any work in addition to that required by this Contract for General Construction Services or governmental entities having jurisdiction over the Project when such additional inspections and testing is necessary or advisable, whether or not such work is then fabricated, installed or completed. The Architect will take appropriate action on all such special testing and inspection reports, including acceptance, rejection, requiring additional testing or corrective work, or such other action deemed appropriate by the Architect. 17.7 The Architect will, when requested to do so in writing by the Contractor, promptly and so as to cause no unnecessary delay, render written or graphic interpretations and decisions necessary for the proper execution of the work. The Architect's interpretations and decisions relating to artistic effect shall be final if not inconsistent with this Contract for General Construction Services. 17.8 The Architect will review applications for payment, including such accompanying data, information and schedules as the Contract requires, to determine the amounts due to the Contractor and shall authorize payment to the Contractor in writing to the Owner. After the Project is determined to be finally complete and the Architect determines that the Contractor has completed the Project, the Architect will determine whether the Contractor is entitled to final payment, and if so will so certify to the Owner in writing. 28 of 60 ARTICLE 18 SUBSTANTIAL AND FINAL COMPLETION 18.1 Substantial Completion of the Project shall be defined to have occurred when a Certificate of Substantial Completion has been issued by the Architect, and the required documentation has been produced. 18.2 When the Contractor believes that the Project is substantially complete, the Contractor shall notify the Architect that the Project is ready for a Substantial Completion Inspection. 18.3 Prior to the Substantial Completion Inspection, the Contractor shall prepare and furnish to the Architect a letter requesting a Substantial Completion Inspection, which at a minimum must: 18.3.1 Provide a blank line for entry of the date of Substantial Completion. The date of Substantial Completion will fix the commencement date of warranties and guaranties and allocate between the Owner and the Contractor responsibility for security, utilities, damage to the work and insurance; 18.3.2 Include a list of items to be completed or corrected and state the time within which the listed items will be completed or corrected, along with the cost to complete each item; 18.3.3 Provide signature lines for the Owner, the Contractor and the Architect. 18.4 Upon receipt of notification from the Contractor, the Architect will coordinate with the Owner's Representative, their Consultants, and the Contractor on a date for inspection of the Project to determine whether the Project is substantially complete. 18.5 During the inspection to determine whether the Project is substantially complete, the Architect will: 18.5.1 Inspect the Project; 18.5.2 Provide a list of items to be completed or corrected; 18.5.3 Determine, in consultation with the Owner's Representative, whether Substantial Completion of the Project has occurred. 18.6 If the Project is determined not to be substantially complete, the Contractor shall continue working until the Project is substantially complete and the inspection process shall be repeated at no additional cost to the Owner until the Project is determined to be substantially complete. 18.7 On or prior to the required date of Substantial Completion, the Contractor shall deliver to the Architect keys, permits, the certificate of occupancy, and other necessary and customary documents and items required for the Owner's occupancy and use of the Project for its intended purpose. The Architect will 29 of 60 obtain and review Substantial Completion documentation and items, and will inform the Contractor of any deficiencies. 18.8 When the Owner, the Contractor and the Architect agree that the Project is substantially complete, and the Contractor has produced the required Substantial Completion documentation, they shall sign the Certificate of Substantial Completion stating that the Project is substantially complete and establishing the actual date of Substantial Completion. The Certificate of Substantial Completion shall also include a list of and timeline for the completion of the items needing completion and correction. 18.9 Final Completion of the Project shall be deemed to have occurred when the Project passes a Final Completion Inspection, and when the Contractor has produced all required close -out documentation and items. Final Completion shall not be deemed to have occurred and no final payment shall be due the Contractor or any of its subcontractors or suppliers until the Project has passed the Final Completion Inspection and all required Final Completion close -out documentation and items have been submitted to the Architect by the Contractor. 18.10 When the Contractor believes that the Project is finally complete, the Contractor shall notify the Architect that the Project is ready for a Final Completion Inspection. 18.11 Upon receipt of such notification from the Contractor, the Architect will coordinate with the Owner's Representative and the Contractor and schedule a date for inspection of the Project to determine whether the Project is finally complete. 18.12 At the Final Completion Inspection to determine whether the Project is finally complete, the Architect will: 18.12.1 Inspect the Project; 18.12.2 Determine whether all items on the list included with the Certificate of Substantial Completion have been satisfactorily completed and corrected; 18.12.3 Determine whether the completed Project complies with this Contract for General Construction Services; and all applicable laws, statutes, building codes, rules or regulations of all governmental, public authorities and agencies having jurisdiction over the Project. 18.12.4 The Architect shall determine whether the required inspections and approvals by the local building officials having jurisdiction over the Project have been satisfactorily completed; and determine, in consultation with the Owner's Representative, whether the Project is finally complete. 18.13 If the Project is not finally complete, the Contractor shall continue to work to complete the Project, and the inspection process shall be repeated at no additional cost to the Owner, until the Project is finally complete. 30 of 60 18.14 On or prior to the date of Final Completion, the Contractor shall deliver to the Architect the following Final Completion close -out documentation and items: 18.14.1 All operating, maintenance, and instruction manuals not previously produced during Substantial Completion and required maintenance stocks; 18.14.2 Two (2) sets of as -built drawings and markups; 18.14.3 Certification and affidavit that all insurance required of the Contractor beyond final payment, if any, is in effect and will not be canceled or allowed to expire without notice to the Owner; 18.14.4 Written consent of the surety to release final payment; 18.14.5 Full, final and unconditional waivers of mechanics or construction liens, releases of Contractor's trust fund or similar claims, and release of security interests or encumbrances on the Project property from each contractor, subcontractor, supplier or other person or entity who has, or might have a claim against the Owner or the Owner's property; 18.14.6 Full, final and unconditional certification and affidavit that all of the Contractor's obligations to contractors, subcontractors, suppliers and other third parties for payment for labor, materials or equipment related to the Project have been paid or otherwise satisfied; 18.14.7 All written warranties and guarantees relating to the labor, goods, products, materials, equipment and systems incorporated into the Project, endorsed, countersigned, and assigned as necessary; 18.14.8 All affidavits, releases, bonds, waivers, permits and other documents necessary for final close -out of Project; 18.14.9 A list of any items due but unable to be delivered and the reason for non- delivery; 18.14.10 Any other documents reasonably and customarily required or expressly required herein for full and final close -out of the Project. 18.15 The Architect will review and determine the sufficiency of all Final Completion close -out documentation and items required for Final Completion which are submitted by the Contractor, and will immediately inform the Contractor about any deficiencies and omissions. ARTICLE 19 CONTRACTOR'S WARRANTIES AND GUARANTEES 19.1 In addition to the warranties and guarantees set forth elsewhere in this Contract for General Construction Services, the Contractor, upon request by the Owner or the Architect, shall promptly correct all failures or defects in the Project for a period of one (1) year after the actual date of Substantial Completion. 31 of 60 19.1.1 The Contractor shall schedule, coordinate and participate in a walk- through inspection of the Project one month prior to the expiration of the one -year warranty period, and shall notify the Owner's Representative, the Architect, and any required subcontractors and suppliers of the date of, and request their participation in, the walk- through inspection. The purpose of the walk- through inspection will be to determine if there are any defects or failures which require correction. 19.1.2 Should the Contractor fail to promptly correct any failure or defect, the Owner may take whatever actions it deems necessary to remedy the failure or defect and the Contractor shall promptly reimburse the Owner for any expenses or damages it incurs as a result of the Contractor 's failure to correct the failure or defect. 19.2 In addition to the warranties and guarantees set forth elsewhere herein, the Contractor expressly warrants and guarantees to the Owner: 19.2.1 That the work complies with the Contract Documents; and all applicable laws, statutes, building codes, rules and regulations of all governmental, public authorities and agencies having jurisdiction over the Project. 19.2.2 That all goods, products, materials, equipment and systems incorporated into the Project conform to applicable specifications, descriptions, instructions, drawings, data and samples and shall be and are new (unless otherwise specified or permitted) and without apparent damage or defect; of quality equal to or higher than that required by the Contract Documents; 19.2.3 That all management, supervision, labor and services required for the Project shall comply with this Contract for General Construction Services and shall be and are performed in a good workmanlike manner. 19.3 The Contractor shall require that all of its subcontractors and suppliers provide written warranties, and guarantees to the Owner and the Contractor, in a form identical to the warranties, and guarantees required in the Contract for General Construction Services, including the warranties, and guarantees required in this Article. Standard warranties and guarantees provided by the material or product manufacturer will be acceptable provided that they comply with the requirements in Article 19. 19.4 The warranties and guarantees required in this Article shall be in addition to all other warranties, express, implied or statutory, and shall survive the Owner's payment, acceptance, inspection of or failure to inspect the Project, and review of the Contract Documents. 19.5 Nothing contained in Article 19.1, shall be construed to establish a period of limitation with respect to the Contractor's obligations under this Contract for General Construction Services. Paragraph 19.1 relates only to the Contractor's specific obligations with respect to the Project, and has no relationship to the time within which the Contractor's contractual obligations under this Contract for General Construction Services may be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability 32 of 60 with respect to any contractual obligations pursuant to Article 19.1or contained elsewhere herein. 19.6 Unless otherwise specified, all of the Contractor's warranty and guaranty obligations, including the time periods for all written warranties and guarantees of specifically designated equipment required by the Construction Documents, shall begin on the actual date of Substantial Completion. ARTICLE 20 OWNER'S DUTIES, OBLIGATIONS AND RESPONSIBILITIES 20.1 The Owner shall timely compensate the Contractor in accordance with this Contract for General Construction Services. 20.2 Unless otherwise required to be provided by the Contractor in its scope of services, the Owner shall secure and pay for all Project testing. 20.3 The Owner shall review documents prepared by the Contractor in a timely manner and in accordance with schedule requirements. Review by the Owner shall be solely for the purpose of determining whether such documents are generally consistent with the Owner's intent. No review of such documents shall relieve the Contractor of any of its responsibilities. 20.4 The Owner shall not have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Project, nor shall the Contractor, for any of the foregoing purposes, be deemed the agent of the Owner. 20.5 The Owner, upon reasonable written request, shall furnish to the Contractor in writing statements of the record legal title to the Site on which the Project is located and the Owner's interest therein at the time of execution of this Contract for General Construction Services; and the Owner's financial capacity to pay for the Project, subject to such reasonable confidentiality requirements that the Owner may impose. 20.6 If required for the Project, the Owner shall furnish a certified land survey of the site, giving as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and data pertaining to existing buildings, other improvements and trees; and full information concerning available service and utility lines, both public and private, above and below grade, including inverts and depths. 20.7 The Owner shall pay for the services of a soils engineer or other consultants, when such services are deemed necessary by the Architect or Owner's Representative, to provide reports, test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining subsoil, air and water conditions, with appropriate Architect interpretations thereof. This does not relieve the Contractor of the responsibility for providing the testing required in the Contract Documents. 33of60 20.8 The Owner shall pay for structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law that are not otherwise called for in this Agreement. 20.9 The Owner shall furnish such legal, accounting, and insurance counseling services as the Owner may deem necessary for the Project and such auditing services as may be required to ascertain how, or for what purposes, the Contractor has used the moneys paid to it under the Construction Contract. 20.10 All services, information, surveys and reports required of the Owner shall be furnished at the Owner's expense and the Contractor shall be entitled to rely upon their accuracy and completeness. 20.11 The Owner shall furnish information and approvals required of it expeditiously, for orderly progress of the work. 20.12 If it is customary for the Contractor to obtain any permits and /or licenses, the Owner shall pay for and the Contractor shall request, expedite, and obtain all necessary permits, licenses, approvals, easements, assessments, and charges required for the construction, use or occupancy of permanent structures or for permanent changes in any existing facilities. If it is not customary for the Contractor to obtain any permits and /or licenses, then the Architect shall coordinate this on behalf of the Owner. 20.13 The Owner shall provide the Contractor with all written and tangible material in its possession concerning conditions below ground at the Site. 20.14 If the Project involves an existing structure, the Owner shall provide the Contractor with all available as -built drawings, record drawings, plans, specifications and structure system information with respect to such structure. 20.15 The Owner will provide the Contractor with the Provisional Project Schedule of pertinent Project dates and key milestone dates in Exhibit B. ARTICLE 21 LIQUIDATED DAMAGES 21.1 The parties hereto mutually understand and agree that time is of the essence in the performance of this Contract for General Construction Services, and that the Owner will incur damages if the Project is not completed on time. The Contractor shall at all times carry out its duties and responsibilities as expeditiously as possible and shall begin, perform and complete its services so that the Project progresses in accordance with the Construction Schedule; the Project is substantially completed by the required date of Substantial Completion; and the Project is finally complete by the date of Final Completion. 21.2 The parties hereto mutually understand and agree that the Owner will sustain substantial monetary and other damages in the event of a failure or delay by the Contractor in the completion of the Project. 21.2.1 If the Contractor inexcusably fails to achieve Substantial Completion by the required date of Substantial Completion as established and previously set forth 34 of 60 in this Contract for General Construction Services, the Contractor shall pay to the Owner, as liquidated damages for delay and not as a penalty, the daily amount of $200.00 for each and every day after the required date of Substantial Completion until Substantial Completion. This liquidated damages provision shall apply and remain in full force and effect in the event that the Contractor is terminated by Owner for default and shall apply until Substantial Completion has been achieved by any completing Contractor. 21.2.2 If the Contractor fails to achieve Final Completion by the required date of Final Completion as established and previously set forth in this Contract for General Construction Services, the Contractor shall pay to the Owner, as liquidated damages for the delay and not as a penalty, fifteen (15 %) percent of the daily amount stated above for failure to timely achieve Substantial Completion, even if not actually imposed, for each calendar day of unexcused delay in achieving Final Completion. 21.3 If the Contractor is delayed at any time in the progress or performance of the Project by acts or omissions of the Owner or Architect; major changes ordered by the Owner in the scope of Project; or any other cause which the Owner determines may justify the compensation of the Contractor for the delay, the Contractor's compensation shall be equitably adjusted to cover the Contractor's actual and direct increased costs attributable to such delay. 21.4 If the Contractor is delayed at any time in the progress or performance of the Project by acts or omissions of the Owner or Architect; major changes ordered by the Owner in the scope of Project; fire; unusual delays in transportation; adverse unusual weather conditions not reasonably anticipated by the Contractor; unavoidable casualties; causes beyond the Contractor's control which the Owner agrees in writing are justifiable; or any other cause which the Owner determines may justify the delay, the Construction Schedule shall be extended for a period equal to the length of such delay, but only if such delay is not in any way caused by default or collusion on the part of the Contractor or by any cause which the Contractor could reasonably control or circumvent; the Contractor would have otherwise been able to timely perform all of its obligations under this Contract for General Construction Services but for such delay; and immediately but not later than seven (7) calendar days after the beginning of any such delay the Contractor gives notice of its delay claim to the Owner. 21.5 When the Owner believes that the date of Substantial Completion will be inexcusably delayed; or that the Contractor will fail to achieve Final Completion by the date of Final Completion, the Owner shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor the daily amount specified for liquidated damages in this Article for each calendar day of the unexcused delay. 21.5.1 If and when the Contractor overcomes the delay in timely achieving Substantial Completion or Final Completion, or any part thereof, for which the Owner has withheld payment, the Owner shall promptly release to the Contractor those funds withheld, but no longer applicable, as liquidated damages. 35of60 21.5.2 Delay caused by labor disputes, picketing, employee boycotts, or the like which directly or indirectly involves employees of the Contractor or its subcontractors and suppliers is not the responsibility of the Owner and will result in time extensions only if agreed to in writing by the Owner at the time such events occur, and any such modifications to the schedule will be done at no additional expense to the Owner. ARTICLE 22 CONCEALED AND UNFORESEEN CONDITIONS 22.1 If the Contractor encounters concealed and unforeseen conditions of an unusual nature which affect the performance of the Project; or the conditions vary from those indicated by the Contract Documents; and such conditions are not ordinarily found to exist or differ materially from those generally recognized as inherent in Project of the character provided by the Contractor, the Contractor shall promptly, but in no event later than three (3) calendar days after first observance of the conditions, notify the Architect before conditions are disturbed and give the Architect the opportunity to observe the condition in its undisturbed state. 22.1.1 The conditions will be promptly investigated and, if they differ substantially and cause a material increase or decrease in the Contractor's cost of, or time required for, performance of the work, compensation or time for performance or both will be equitably adjusted. 22.1.2 All adjustments in compensation or extensions of time shall be by change order. Change order requests must be made within fourteen (14) calendar days from the date of observation of the changed conditions. 22.2 The Contractor's failure to notify the Architect as provided in this Article shall constitute a waiver of any claim arising out of or relating to such concealed or unknown condition. ARTICLE 23 CONTRACTOR'S RECORDS 23.1 The Contractor shall, concurrently with performance of its services, prepare substantiating records regarding services rendered and goods furnished. 23.2 The Contractor shall retain in its records copies of all written communications; memoranda of verbal communications; accounting records (including original estimates and estimating sheets, purchase orders and invoices); job site notes; daily Togs; reports; notices; all subcontract files (including proposals of successful and unsuccessful bidders); change order files (including documentation covering negotiated settlements); written policies and procedures, records necessary to evaluate and verify direct and indirect costs (including by way of example overhead allocations, payroll records, time sheets, rental receipts, fixed asset records); and other documents such as plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, accounting records, documents reflecting the unit price of construction and other writings or things which document the work, its design, its cost, and its construction. 36 of 60 23.2.1 The Contractor shall maintain substantiating records for seven (7) years after the date of Final Completion or for any longer period of time as may be required by law or good construction practice. If the Contractor receives notification of a dispute or the commencement of litigation regarding the Project within this seven -year period, the Contractor shall continue to maintain all Project records until final resolution of the dispute or litigation. 23.2.2 The Contractor shall, upon seven (7) days request from the Owner, secure from its subcontractors and suppliers copies of the documents indicated in Article 23.2. 23.2.3 Upon the request of the Owner, the Contractor shall make its records available during normal business hours to the Owner, its authorized representative(s) or to any state, federal or other regulatory authority. Any such authority, the Owner and its authorized representative(s) shall be entitled to inspect, examine, review and copy the Contractor's records at the copying party's reasonable expense, within adequate Project space at the Contractor's facilities. Failure by the Contractor to supply substantiating records from itself and its subcontractors and suppliers upon the request of the Owner shall be reason to exclude the related costs from amounts which might otherwise be payable by the Owner pursuant to this Contract for General Construction Services. ARTICLE 24 PROPRIETARY DOCUMENTS AND CONFIDENTIALITY 24.1 All information, documents, and electronic media furnished by the Owner to the Contractor belong to the Owner; are considered proprietary and confidential; are furnished solely for use on the Owner's Project; shall be kept confidential by the Contractor; and shall not be used by the Contractor on any other project or in connection with any other person or entity, unless disclosure or use thereof in connection with any matter other than services rendered to the Owner hereunder is specifically authorized in writing by the Owner in advance. The Owner hereby grants to the Contractor a limited license to use and reproduce applicable portions of the Contract Documents necessary for execution of the Project. All copies made under this license shall bear the statutory copyright notice, if any, shown on the documents. 24.2 All information, documents, and electronic media prepared by or on behalf of the Contractor for the Project are the sole property of the Owner free of any retention rights of the Contractor. The Contractor hereby grants to the Owner an unconditional right to use, for any purpose whatsoever, any information, documents or electronic media prepared by or on behalf of the Contractor for the Project, free of any copyright claims, trade secrets or other proprietary rights with respect to such documents. 24.3 The Contractor shall not disclose any information it receives from the Owner to any other person or entity except to the extent necessary to allow it to perform its duties under this Contract for General Construction Services. 37of60 24.4 Because it is difficult to separate proprietary and confidential information from that which is not, the Contractor shall instruct its employees and agents to regard all information which is not in the public domain as information which is proprietary and confidential. 24.5 Submission or distribution of documents to meet official regulatory requirements or for other required purposes in connection with the Project is not to be construed as publication in derogation of the Owner's common law copyrights or other reserved rights. ARTICLE 25 INSURANCE REQUIREMENTS 25.1 The Contractor shall provide the Insurance as described in Exhibit D. ARTICLE 26 OWNER'S RIGHT TO STOP PROJECT 26.1 If the Contractor fails or refuses to perform or fails to correct defective work as required, or persistently fails to carry out the work in accordance with the Contract for General Construction Services, the Owner may, by written notice, order the Contractor to cease and desist in performing the work or any portion of the work until the cause for the order has been eliminated to the satisfaction of the Owner. Upon receipt of such instruction, the Contractor shall immediately cease and desist as instructed by the Owner and shall not proceed further until the cause for the Owner's order has been corrected, no longer exists, or the Owner instructs that the work may resume. 26.1.1 The Contractor shall not be entitled to an adjustment in the time for performance or the Contract Amount under this clause since such stoppages are considered to be the fault of the Contractor. 26.1.2 The right of the Owner to stop work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or others. 26.1.3 In the event the Owner issues instructions to cease and desist, and in the further event that the Contractor fails and refuses with seven (7) calendar days to provide adequate assurance to the Owner that the cause of such instructions will be eliminated or corrected, then the Owner shall have the right, but not the obligation, to carry out the work or any portion of the work with its own forces, or with the forces of another Contractor, and the Contractor shall be responsible for the cost of performing such work by the Owner. 26.1.4 The rights set forth herein are in addition to, and without prejudice to, any other rights or remedies the Owner may have against the Contractor. ARTICLE 27 TERMINATION OR SUSPENSION OF CONTRACT 27.1 The Owner may terminate this Contract for General Construction Services for cause if the Contractor materially breaches this Contract for General Construction Services by: 38 of 60 27.1.1 Refusing, failing or being unable to properly manage or perform work on the Project; 27.1.2 Refusing, failing or being unable to supply the Project with sufficient numbers of workers, properly skilled workers, proper materials, or maintain applicable schedules; 27.1.3 Refusing, failing or being unable to make prompt payment to subcontractors or suppliers; 27.1.4 Disregarding laws, ordinances, rules, regulations or orders of any public authority having jurisdiction over the Project; 27.1.5 Refusing, failing or being unable to substantially perform in accordance with the terms of the Contract for General Construction Services as determined by the Owner, or as otherwise defined elsewhere herein; 27.1.6 Refusing, failing or being unable to substantially perform in accordance with the terms of any other agreement between the Owner and Contractor. 27.2 Upon the occurrence of any of the events described in Paragraph 27.1, the Owner may give written notice to the Contractor setting forth the nature of the default and requesting cure within seven (7) calendar days from the date of the notice. At any time thereafter, if the Contractor fails to initiate the cure or if the Contractor fails to expeditiously continue such cure until complete, the Owner may give written notice to the Contractor of immediate termination, and the Owner, without prejudice to any other rights or remedies, may take any or all of the following actions: 27.2.1 Complete all or any part of the Project, including supplying workers, material and equipment which the Owner deems expedient to complete the Project; 27.2.2 Contract with others to complete all or any part of the Project, including supplying workers, material and equipment which the Owner deems expedient to complete the Project; 27.2.3 Take such other action as is necessary to correct such failure; 27.2.4 Take possession of all materials, tools, construction equipment and machinery on the Site owned or leased by the Contractor; 27.2.5 Directly pay the Contractor's subcontractors and suppliers compensation due to them from the Contractor; 27.2.6 Finish the Project by whatever method the Owner may deem expedient; 27.2.7 Require the Contractor to assign the Contractor's right, title and interest in any or all of Contractor's subcontracts or orders to the Owner. 27.3 If the Owner terminates the Contract for General Construction Services for cause, and the Owner takes possession of all materials, tools, construction 39 of 60 II ! equipment and machinery on the Site owned or leased by the Contractor, the Contractor's compensation shall be increased by fair payment, either by purchase or rental at the election of the Owner, for any materials, tools, construction equipment and machinery items retained, subject to the Owner's right to recover from the Contractor the Owner's damages resulting from the termination. 27.4 If the Owner terminates this Contract for General Construction Services for cause, and it is subsequently determined by a court of competent jurisdiction that such termination was without cause, then in such event, said termination shall be deemed a termination for convenience as set forth in Paragraph 27.6. 27.5 The Contractor may terminate this Contract for General Construction Services for cause if the Owner materially breaches this Contract for General Construction Services by: 27.5.1 Refusing, failing or being unable to make prompt payment to the Contractor without just cause; 27.5.2 Disregarding laws, ordinances, rules, regulations or orders of any public authority having jurisdiction over the Project; or refusing, failing or being unable to substantially perform in accordance with the terms of this Contract for General Construction Services or any other agreement between the Owner and the Contractor. 27.5.3 Upon the occurrence of any of the events described in Paragraph 27.5, the Contractor may give written notice to the Owner setting forth the nature of the default and requesting cure within seven (7) calendar days from the date of notice. If the Owner fails to cure the default within seven (7) calendar days, the Contractor, without prejudice to any rights or remedies, may give written notice to the Owner of immediate termination. 27.6 The Owner may at any time give written notice to the Contractor terminating this Contract for General Construction Services or suspending the Project, in whole or in part, for the Owner's convenience and without cause. If the Owner suspends the Project for convenience, the Contractor shall immediately reduce its staff, services and outstanding commitments in order to minimize the cost of suspension. 27.7 If this Contract For Construction is terminated by the Contractor pursuant to Paragraph 27.5; terminated by the Owner pursuant to Paragraph 27.6; or suspended more than three months by the Owner pursuant to Paragraph 27.6, the Owner shall pay the Contractor specified amounts due for work actually performed prior to the effective termination date and reasonable costs associated with termination. The Owner may agree to additional compensation, if any, due to the Contractor. Absent agreement on the additional amount due the Contractor, the Owner shall pay the Contractor: 27.7.1 Reasonable costs incurred in preparing to perform the terminated portion of the Project, and in terminating the Contractor's performance, plus a fair and reasonable allowance for overhead and profit thereon (such profit shall not include anticipated profit or consequential damages); provided, however, that if 40of60 it appears that the Contractor would not have profited or would have sustained a loss if the Project had been completed, no profit shall be allowed or included, and the amount of compensation shall be reduced to reflect the anticipated rates of loss if any; 27.7.2 Reasonable costs of settling and paying claims arising out of the termination of subcontracts or supplier orders. These costs shall not include amounts paid in accordance with other provisions hereof. 27.8 If this Contract for General Construction Services is terminated by the Owner for cause pursuant to Paragraph 27.1, no further payment shall be made to the Contractor until Final Completion of the Project. At such time, the Contractor shall be paid the remainder of the Contract Amount Tess all costs and damages incurred by the Owner as a result of the default of the Contractor, including liquidated damages applicable thereto. The Contractor shall additionally reimburse the Owner for any additional costs or expenses incurred. 27.9 Irrespective of the reason for termination or the party terminating, the total sum paid to the Contractor shall not exceed the Contract Amount, as properly adjusted, reduced by the amount of payments previously made and penalties or deductions incurred pursuant to any other provision of this Contract for General Construction Services, and shall in no event include duplication of payment. 27.10 Irrespective of the reason for termination or the party terminating, if this Contract for General Construction Services is terminated, the Contractor shall, unless notified otherwise by the Owner, 27.10.1 Immediately stop work; 27.10.2 Terminate outstanding orders and subcontracts; 27.10.3 Settle the liabilities and claims arising out of the termination of subcontracts and orders; 27.10.4 Transfer title and deliver to the Owner such completed or partially completed work, and, if paid for by the Owner, materials, equipment, parts, fixtures, information and such contract rights as the Contractor has. 27.11 The right to terminate or suspend the Project shall not give rise to a duty on the part of either the Owner or the Contractor to exercise that right for the benefit of the Owner, the Contractor or any other persons or entities. 27.12 If the Contractor fails to file a claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor only for services actually performed and expenses actually incurred prior to the effective termination date. ARTICLE 28 APPLICABLE LAW AND DISPUTE RESOLUTION 41 of 60 28.1 This Contract for General Construction Services shall be deemed to be entered into in and shall be interpreted under the laws of the state of Georgia. 28.2 Except as expressly prohibited by law: 28.2.1 All legal actions hereunder shall be conducted only in Georgia state court or Georgia federal court districts and having subject matter jurisdiction over the matter in controversy; except that any final judgment may be enforced in other jurisdictions in any manner provided by law; 28.2.2 The choice of jurisdiction and venue described in the preceding paragraph shall be mandatory and not permissive in nature, thereby precluding the possibility of litigation or trial in any jurisdiction or venue other than that specified herein; 28.2.3 The parties waive any right to assert the doctrine of forum non conveniens or to object to venue; 28.3 In case of any dispute, claim, question or disagreement arising from or relating to the Project or arising out of this Contract for General Construction Services or the breach thereof, the parties shall first attempt resolution through mutual discussion. 28.4 If the parties cannot resolve any dispute, claim, question, or disagreement arising from or relating to the Project or arising out of this Contract for General Construction Services or the breach thereof through mutual discussion, as a condition precedent to any litigation, the parties shall in good faith participate in private, non - binding facilitative mediation seeking a just and equitable solution satisfactory to all parties. 28.4.1 All parties to mediation shall promptly provide all other parties to the mediation with copies of essential documentation relevant to the support or defense of the matter being mediated. 28.4.2 The parties shall not be required to mediate for a period greater than ninety (90) calendar days unless otherwise agreed to in writing by the parties. The parties shall share equally any administrative costs and fees of such proceedings, but shall each be responsible for their own expenses otherwise incurred. 28.4.3 In the event that the statute of limitations would run during the required mediation period, either party may institute litigation so as to avoid the running of such statute upon the condition that such party immediately seek a stay of such litigation pending the conclusion of the mediation period. 28.4.4 During the course of mediation, any party to the mediation may apply for injunctive relief from any court of competent jurisdiction until the mediation period expires or the dispute is otherwise resolved. 28.4.5 The Owner, the Architect, the Contractor, and any other parties involved in any way in the design or construction of the Project are bound, each to each other, by this requirement to mediate prior to commencement of any litigation, provided that they have signed this Contract for General Construction Services 42 of 60 or an agreement that incorporates this Contract for General Construction Services by reference or signed any other agreement which binds them to mediate. Each such party agrees that it may be joined as an additional party to a mediation involving other parties under any such agreement. In the case where more than one mediation is begun under any such agreement and any party contends that the mediations are substantially related, the mediations may be conducted by the mediator selected in the first mediation which was commenced. 28.5 Neither party to this Contract for General Construction Services shall enter into any contract with regard to the Project which directly or indirectly gives the right to resolve any dispute with, involving, or affecting the other to any other person or legal entity which is in conflict with the dispute resolution procedures required by this Article. 28.6 In case of a dispute relating to the Project, or arising out of this Contract for General Construction Services, no party to this Contract for General Construction Services shall be required to participate in or be bound by, any arbitration proceedings. 28.7 The Owner and the Contractor agree that pending the resolution of any dispute, controversy, or question, the Owner and the Contractor shall each continue to perform their respective obligations without interruption or delay, and the Contractor shall not stop or delay the performance of the Project. ARTICLE 29 DAMAGES AND REMEDIES 29.1 The Contractor shall, at its expense, promptly correct, repair, or replace all goods, products, materials, systems, labor and services which do not comply with the warranties and guarantees set forth in this Contract for General Construction Services, or any other applicable warranty or guarantee. 29.2 The Contractor shall promptly reimburse the Owner for any expenses or damages incurred by the Owner as a result of the Contractor's failure to substantially perform the work in accordance with the terms of this Contract for General Construction Services; breach of the warranties and guarantees set forth in this Contract for General Construction Services or any other applicable warranty or guarantee; or other deficiencies or omissions of the Contractor. 29.3 The Owner's selection of one or more remedies for breach of this Contract for General Construction Services contained herein shall not limit the Owner's right to invoke any other remedy available to the Owner under this Contract for General Construction Services or by law. 29.4 The Contractor shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to, lost profits, lost business opportunities, unabsorbed overhead or any indirect consequential damages. 29.5 The Owner is entitled to interest on all amounts due from the Contractor that remain unpaid thirty (30) days after the amount is deemed due, whether as a 43of60 result of a resolution of a dispute or otherwise. Any such interest shall be calculated by the same method as set forth in Article 7.13. ARTICLE 30 MISCELLANEOUS PROVISIONS 30.1 This Contract for General Construction Services represents the entire and integrated agreement between the Owner and the Contractor, and supersedes all prior negotiations, representations or agreements, either written or oral, for the Project. This Contract for General Construction Services may be amended only by written instruments signed by both the Owner and the Contractor, and is subject to such reasonable modifications as may be required by the Owner's lenders or insurers. 30.2 If any provision of this Contract for General Construction Services, or the application thereof, is determined to be invalid or unenforceable, the remainder of that provision and all other provisions shall remain valid and enforceable. 30.3 No provision of this Contract for General Construction Services may be waived except by written agreement of the parties. A waiver of any provision on one occasion shall not be deemed a waiver of that provision on any subsequent occasion, unless specifically stated in writing. A waiver of any provision shall not affect or alter the remaining provisions of this Contract for General Construction Services. 30.4 No failure of the Owner to insist upon strict compliance by the Contractor with any provision of this Contract for General Construction Services shall operate to release, discharge, modify, change or affect any of the Contractor's obligations. 30.5 This Contract for General Construction Services shall inure solely to the benefit of the parties hereto and their successors and assigns, and, except as otherwise specifically provided in this Contract for General Construction Services, nothing contained in this Contract for General Construction Services is intended to or shall create a contractual relationship with, or any rights or cause of action in favor of, any third party against either the Owner or the Contractor. 30.6 All provisions of this Contract for General Construction Services which contain continuing obligations shall survive its expiration or termination. 30.7 Except as prohibited by applicable law, neither party shall assign any or all of its benefits or executory obligations under this Contract for General Construction Services without the approval of the other party, except in case of assignment solely for security or assignment by the Owner to a Related Party of the Owner, or except as otherwise specifically provided for in this Contract for General Construction Services in case of default. The Owner and the Contractor bind their successors and assigns to the other party to this Contract for General Construction Services. 30.8 Upon the request of the Owner, the Contractor shall execute documents required by the Owner's lender whereby the Contractor agrees that in the event 44 of 60 of the Owner's default under, or the termination of, any construction loan agreement, the Contractor will complete the services required by this Contract for General Construction Services under the terms and conditions contained herein so long as the lender fulfills the obligations of the Owner toward the Contractor as set forth in this Contract for General Construction Services. 30.9 The Owner and Contractor agree to endeavor to provide written notification and to negotiate in good faith prior to litigation concerning claims, disputes, and other matters in question arising out of or relating to this Agreement or the breach thereof. 30.10 Nothing herein contained shall be construed to require the parties to provide written notifications or engage in negotiations prior to the institution of litigation nor to submit for alternative dispute resolution by a third party or parties any such claim, dispute or other matter in question between the parties, but the parties may by mutual agreement submit any claim, dispute or other matter at issue to arbitration, or such other alternative dispute resolution procedure as may be mutually agreed upon between the parties. 30.11 Whenever renderings, photographs of renderings, photographs of models, photographs, drawings, announcements, or other illustration or information of the Project are released for public information, advertisement or publicity, appropriate and proper credit for architectural and other services shall be given to the Architect and Owner respectively. 30.12 The payment of any sums by the Owner shall not constitute a waiver of any claims for damages by the Owner for any breach of the Agreement by the Contractor. 30.13 This Agreement shall be governed by the laws of the State of Georgia, U.S.A. 30.14 Except where specifically stated otherwise, all periods of time stated in terms of days shall be considered periods calculated in calendar days. 30.15 The headings or captions within this Agreement shall be deemed set forth in the manner presented for the purposes of reference only and shall not control or otherwise affect the information set forth therein or interpretation thereof. 30.16 For the purpose of this Agreement unless the context clearly indicates otherwise, the singular includes the plural, and the plural includes the singular. 30.17 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and the counterparts shall constitute one and the same instrument, which shall be sufficient evidence by any one thereof. ARTICLE 31 INDEMNIFICATION 31.1 Notwithstanding anything to the contrary contained herein, the Contractor shall indemnify and hold harmless the Owner, the Owner's Representative, their agents, and employees from and against all claims, damages, losses and 45 of 60 expenses, including but not limited to attorney's fees, arising out of or resulting from the Contractor's performance or failure to perform its obligations under this Agreement and any claim, damage, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or destruction of personal and /or real property including the loss of use resulting there from and caused by any negligent act or omission of the Contractor, anyone directly or indirectly employed by the Contractor or anyone for whose acts the Contractor may be liable. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Article. 31.1.1 To the fullest extent permitted by law, the Contractor, for itself and for its subcontractors and suppliers, and the respective agents, employees and servants of each, expressly waives any and all immunity or damage limitation provisions available to any agent, employee or servant under any Workers or Workmen's compensation acts, disability benefit acts or other employee benefit acts, to the extent such statutory or case law would otherwise limit the amount recoverable by the Owner or the Owner's Related Parties pursuant to the indemnification provision contained in the paragraph above. 31.2 Except as otherwise set forth in this Agreement, the Contractor, the Architect, the Owner's Representative, and the Owner shall not be liable to each other for any delays in the performance of their respective obligations and responsibilities under this Agreement which arise from causes beyond their control and without their fault or negligence, including but not limited to, any of the following events or occurrences: fire, flood, earthquake, epidemic, atmospheric condition of unusual severity, war, and strikes. The Owner shall not be liable to the Contractor for acts or failures to act by the Architect. 31.3 To the fullest extent permitted by law, the Contractor shall defend, protect, hold harmless, and indemnify the Owner, the Owner's Representative, and the other Owner Consultant's from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants), by whomsoever brought or alleged, for infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes or products of a particular manufacturer expressly required by the Owner or Architect in writing. If the Contractor has reason to believe the use of a required design, process or product is an infringement of a patent, the Contractor shall be responsible for such loss unless such information is promptly given to the Owner. ARTICLE 32 CONTRACTOR'S REVIEWS AND EVALUATIONS 32.1 The Contractor acknowledges its continuing duty to review and evaluate the Contract Documents during the performance of its services and shall immediately notify the Architect about any problems, conflicts, defects, deficiencies, inconsistencies or omissions it discovers in or between the Contract Documents; and variances it discovers between the Contract Documents and applicable laws, statutes, building codes, rules and regulations. 46of60 32.2 If the Contractor performs any work which it knows involves a recognized problem, conflict, defect, deficiency, inconsistency or omission in the Contract Documents; or a variance between the Contract Documents and requirements of applicable laws, statutes, building codes, rules and regulations, without notifying the Architect and prior to receiving written authorization from the Architect to proceed, the Contractor shall be responsible for the consequences of such performance. 32.3 The drawings are generally drawn to scale; however, the figured dimensions or notes thereon shall govern. Before ordering any materials or doing any Project, the Contractor and Subcontractors shall verify all measurements at the Site and shall be responsible for the correctness of same. Any discrepancies shall be reported in writing to the Architect prior to proceeding with the work. No extra charge or compensation will be considered due to differences between actual measurements and dimensions indicated on drawings, if such differences do not result in a change in the scope of work or if the Architect failed to receive written notice before the work was performed. 32.4 Prior to signing this Contract for General Construction Services, the Contractor has: 32.4.1 Visited the Site and become familiar with local conditions under which the Project is to be constructed and operated; 32.4.2 Reviewed and familiarized itself with the Site survey and any existing structures on the Site, and gathered all other information necessary for a full understanding of the Project; 32.4.3 Reviewed all available as -built and record drawings, plans and specifications )if applicable); 32.4.4 Thoroughly inspected the on -site conditions, including structures and other features to be modified or remodeled, prior to submission of bid, but in all events prior to signing this Contract for General Construction Services. 32.5 Claims resulting from the Contractor's failure to familiarize itself with the Site or pertinent documents shall be deemed waived. ARTICLE 33 PROHIBITION AGAINST CONTINGENT FEES 33.1 The Contractor by execution of this Contract warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Contract and that he has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for him, any fees, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract. ARTICLE 34 EXHIBITS AND ATTACHMENTS 47 of 60 34.1 Attached hereto and incorporated herein as part of this Contract are Exhibit A — Scope of Work, Exhibit B — Provisional Project Schedule, Exhibit C — Initial List of Drawings, Specifications, and Addendums, Exhibit D — Insurance, Exhibit E — Asbestos - Statement of Declaration, and Exhibit F — Non Collusion Affidavit. ARTICLE 25 ENTIRE AGREEMENT 35.1 This Agreement and its Exhibits and Attachments represent the entire and integrated agreement between the Owner and the Contractor and it supersedes all prior communications, discussions, negotiations, understandings, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Contractor In witness whereof, each individual executing this agreement acknowledges that he /she /it is authorized to execute this agreement and further acknowledges the execution of this agreement on the date signed below. Owner: Contractor: Augusta, Georgia Technical Services Audio Visual (TSAV) (S „ z______ __________' ,,, t 041 (Signature) (Seal) (Signature) (Seal) elf a Deke Copenhaver Martin Kohnen ! (Name) (Name) Mayor Vice- President (Title) (Title) 530 Greene Street 775 Barber Street (Street Address — No PO Box) (Street Address — No PO Box) Augusta, Georgia 30911 Athens, Georgia 30606 (City, State, Zip) (City, State, Zip) Cili / of o Da . of Signatur: ; Date of Signature, d l // ' `' `(Witness) / V / (Witness) 48 of 60 Exhibit A Scope of Work The Contractor shall provide a complete installation of all AudioNisual Equipment as follows: AudioNisual Scope of services for the AudioNisual Equipment for the Project will include but is not limited to providing and installing, configuring and testing all equipment described. Scope of Work includes: • Providing a complete installation of all AudioNisual equipment. • Providing all required cabling, connectors, and hardware for a complete system. The Bid Specifications Bid Item #10 -082 is hereby made a part of these documents to the same extent as if herein written out in full. 49 of 60 Exhibit B Provisional Project Schedule Activity Start Finish Notice To Proceed 01-Aug-10 15- Aug -10 Construction Phase 01- Aug -10 30- Nov -10 Date of Substantial Completion 01- Dec -10 15- Dec -10 Punchlist / Closeout 15- Dec -10 31-Dec-10 Final Completion 15- Dec -10 31- Dec -10 50 of 60 Exhibit C Initial List of Drawings, Specifications, and Addendums BID SPECIFICATIONS Drawings and Specification Sections are incorporated and are described as follows: 1. Front -End Specifications and General Conditions a. 010010 Project Directory b. 012200 Unit Prices c. 012513 Product Substitution Procedures d. 012900 Payment Procedures e. 012973 Schedule of Values f. 013113 Project Coordination g. 013119 Project Meetings h. 013216 Construction Progress Schedules and Reports i. 013300 Submittal Procedures j. 015000 Temporary Facilities and Controls k. 016500 Product Delivery, Storage, and Handling I. 017329 Cutting and Patching m. 017400 Cleaning and Waste Management n. 017800 Closeout Submittals o. 017823.16 Maintenance Data p. 017834 Warranties and Bonds q. 017839 Project Record Documents 2. Contract Agreement 3. Audio/Visual Specifications a. Division 27 40 00 4. Drawings a. AV -000* Symbols, Legend, and Notes b. AV -100* Details and Devices c. AV- 101* Details and Devices d. AV -102* Details and Devices e. AV -103* Details and Devices f. AV -104* Details and Devices g. AV -105* Details and Devices h. AV -106* Details and Devices i. AV -107* Details and Devices j. AV -200* Overall Site Plan k. AV -201* Overall First Floor Plan I. AV -202* Overall Second Floor Plan m. AV -203* Overall Third Floor Plan n. AV -204* Overall First Floor Plan RCP o. AV -205* Overall Second Floor Plan RCP p. AV -206* Overall Third Floor Plan RCP q. AV -300* First Floor Partial Plan(s) 51 of 60 r. AV -301* First Floor RCP Partial Plan(s) s. AV -302* Second Floor Partial Plan(s) t. AV -303* Second Floor Partial Plan(s) u. AV -304* Second Floor RCP Partial Plan(s) v. AV -305* Second Floor RCP Partial Plan(s) w. AV -306* Third Floor Partial Plan(s) x. AV -307* Third Floor Partial Plan(s) y. AV -308* Third Floor RCP Partial Plan(s) z. AV -309* Third Floor RCP Partial Plan(s) aa. AV -400* Special Proceedings Courtroom Audio Single Line Drawing bb. AV -401* Special Proceedings Courtroom Video Single Line Drawing cc. AV -402* Special Proceedings Courtroom Control Single Line Drawing dd. AV- 403* Large Courtroom(s) Audio Single Line Drawing ee. AV -404* Large Courtroom(s) Video Single Line Drawing ff. AV -405* Large Courtroom(s) Control Single Line Drawing gg. AV -406* Standard Courtroom(s) Audio and Control Single Line Drawing hh. AV -407* Hearing Room(s) Audio and Control Single Line Drawing ii. AV -408* Jury Assembly and Hearing Room 102.04 Room Single Line Drawing(s) jj. AV -409* Jury Assembly Room Video Single Line Drawing kk. AV -410* Grand Jury Audio and Control Single Line Drawing II. AV -411* Special Proceedings Movable Evidence Presentation Cabinet Single Line Drawing mm. AV -412* Special Proceedings Movable AV Lectern Single Line Drawing nn. AV -413* Typical Large Courtroom Movable Evidence Presentation Cabinet Single Line Drawing oo. AV -414* Typical Large Courtroom Movable AV Lectern Single Line Drawing pp. AV -415* Evidence Presentation Cart Single Line Drawing qq. AV -500* Floor Box and Wall Box Plate Details(s) rr. AV -501* Wall Box Plate Details(s) ss. AV -502* Wall Box, and Junction Box Plate Details(s) tt. AV -503* Access Panel Plate Details(s) uu. AV -504* Large Junction Box Plate Details(s) vv. AV -600* Hearing Room 102.04 and Standard Courtroom(s) 2G and 2H Equipment Rack Elevation(s) ww. AV -601* Special Proceedings and Large Courtroom 2F Equipment Rack Elevation(s) xx. AV -602* Hearing Room(s) 2A AND 2B and Standard Courtroom(s) 3G and 3H Equipment Rack Elevation(s) yy. AV -603* Large Courtroom(s) 3E and 3F Equipment Rack Elevation(s) zz. AV -604* Hearing Room(s) 2C, 2D and 3A, 3B, 3C, and 3D Equipment Rack Elevation(s) aaa. AV -605* Jury Assembly, Grand Jury, AV Lectern, and Evidence Presentation Equipment Rack Elevation(s)ications, and Addendums 52 of 60 Drawings and Specification Sections are incorporated and are described as follows: 1. Front -End Specifications and General Conditions a. 010010 Project Directory b. 012200 Unit Prices c. 012513 Product Substitution Procedures d. 012900 Payment Procedures e. 012973 Schedule of Values f. 013113 Project Coordination g. 013119 Project Meetings h. 013216 Construction Progress Schedules and Reports i. 013300 Submittal Procedures j. 015000 Temporary Facilities and Controls k. 016500 Product Delivery, Storage, and Handling I. 017329 Cutting and Patching m. 017400 Cleaning and Waste Management n. 017800 Closeout Submittals o. 017823.16 Maintenance Data p. 017834 Warranties and Bonds q. 017839 Project Record Documents 2. Contract Agreement 3. AudioNisual Specifications a. 274000 Addendum #1 (dated May 27, 2010). 53of60 Exhibit D Insurance Insurance Requirements 1. Statutory Projecter's Compensation Insurance a) Employers Liability: Bodily Injury by Accident - $100,000 each accident Bodily Injury by Disease - $500,000 policy limit Bodily Injury by Disease - $100,000 each employee 2. Comprehensive General Liability Insurance a) $1,000,000 limit of liability per occurrence for bodily injury and property damage b) The following additional coverages must apply: • 1986 (or later) ISO Commercial General Liability Form • Additional Insured Endorsement (Form B CG 20 10) • Completed Operations Coverage • Blanket Contractual Liability (included in 1986 or later forms) • Broad Form Property Damage (included in 1986 or later forms) • Severability of Interest (included in 1986 or later forms) • Underground, explosion, and collapse coverage (included in 1986 or later form) • Personal Injury (deleting both contractual and employee exclusions) • Incidental Medical Malpractice • Hostile Fire Pollution Wording 3. Auto Liability Insurance a) $500,000 limit of liability per occurrence for bodily injury and property damage b) Comprehensive form covering all owned, non - owned, leased, hired and borrowed vehicles c) Additional Insured Endorsement d) Contractual Liability 4. Excess Liability Insurance a) Excess Liability Insurance Limit $10,000,000 per occurrence / $10,000,000 per aggregate. • Insurance company must be authorized to do business in the State of Georgia 5. Augusta, Georgia, the Owner's Representative, and any other applicable Authority should be shown as an additional insured on General Liability and Auto Liability policies. Certificate Holder should read: Augusta, Georgia 6. Insurance Company, except Worker's Compensation carrier, must have an A.M. Best Rating of A- or higher. Certain Worker's Comp funds may be acceptable by the approval of the Risk Management Division. European markets including those based in London and domestic surplus lines markets that operate on a non - admitted basis are exempt from this requirement provided that the contractor's broker /agent can provide financial data to establish that a market is 54 of 60 equal to or exceeds the financial strengths associated with the A.M. Best's rating of A- or better. 7. Insurance Company must be licensed to do business by the Georgia Department of Insurance. * See above note regarding Contractor Liability 8. Certificates of Insurance, and any subsequent renewals, must reference specific bid /contract by project name and project/bid number. 9. The Contractor shall agree to provide complete certified copies of current insurance policy(ies) if requested by the County to verify the compliance with these insurance requirements. 10. All insurance coverages required to be provided by the Contractor will be primary over any insurance program carried by the County. 11. The Contractor shall incorporate a copy of the insurance requirements as herein provided in each and every Subcontractor and each and every Sub - Subcontractor in any tier, and shall require each and, every Subcontractor and each and every Sub- Subcontractor of any tier to comply with all such requirements. The Contractor agrees that if for any reason the Subcontractor or Sub- Subcontractor fails to procure and maintain insurance as required, all such required insurance shall be procured and maintained by the Contractor at the Contractor's expense. 12. The Contractor, and their Subcontractor's and each and every Sub - Subcontractor shall not commence any work of any kind under this Contract until all insurance requirements contained in this Contract have been complied with and until evidence of such compliance satisfactory to County as to form and content has been filed with the County. The Acord Certificate of Insurance or a pre- approved substitute is the required form in all cases where reference is made to a Certificate of Insurance or an approved substitute. 13. The Contractor shall agree to waive all rights of subrogation against the County, the County Commissioners, its officers, officials, employees, the Owner's Representatives and volunteers from losses arising from work performed by the Contractor for the County. 14. Builders Risk Insurance - All Risk Contractors' Equipment and Contents Insurance covering owned, used and leased equipment, tools, supplies and contents required to perform the services called for in the Contract. The coverage must be for full replacement cost. The County will be included as a Loss Payee in this coverage for County owned equipment, tools, supplies and contents. Contractor's Risk Insurance which includes without duplication, but is not limited to, fire (with extended coverage), theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, false work, testing and startup, temporary buildings and debris removal; and names the Owner, the Owner's Representative, and the Owner's Related Parties, with coverage for one hundred (100°/x) percent of the insurable value of the General Contractor's scope of the Project, and a per -claim deductible of $10,000.00. 15. The Contractor shall make available to the County, through its records or records 55 of 60 of their Insurer, information regarding a specific claim. Any loss run information available from the Contractor or their insurer will be made available to the County upon their request. 16. Compliance by the Contractor and their Subcontractor's and each and every Sub - Subcontractor with the foregoing requirements as to carrying insurance shall not relieve the Contractor and their Subcontractor's and each and every Sub - Subcontractor of their liability provisions of the Contract. 17. The Contractor and their Subcontractor's and each and every Sub - Subcontractor are to comply with the Occupational Safety and Health Act of 1970, Public Law 91 -956, and any other laws that may apply to this Contract. 18. The Contractor shall at a minimum apply risk management practices accepted by the contractor's industry. 19. Evidence of such insurance shall be furnished to the Owner, and the Owner shall receive forty -five (45) days prior written notice of any cancellation, non - renewal or reduction of coverage of any of the policies. Upon notice of such cancellation, non- renewal or reduction, the Contractor shall procure substitute insurance so as to assure the Owner that the minimum limits of coverage are maintained continuously throughout the period of this Agreement. 20. The Contractor shall deliver to the Owner a Certificate of Insurance for its General Liability and Excess Liability coverage annually, so long as it is required to maintain such coverage required by this Agreement. 21. The Contractor shall maintain in force during the performance of this contract and for one (1) year after final completion of the Project, the General Liability and Excess Liability insurance coverage referenced above. 22. The Contractor shall maintain in force during the performance of this contract and for one (1) year after final completion of the Project, the Comprehensive Commercial General Liability Insurance and the Automobile Liability Insurance. 23. The Owner shall be under no obligation to review any Certificates of Insurance provided by the Contractor or to check or verify the Contractor's compliance with any or all requirements regarding insurance imposed by the Contract Documents. The Contractor is fully liable for the amounts and types of insurance required herein and is not excused should any policy or Certificate of Insurance provided by the Contractor not comply with any or all requirements regarding insurance imposed by the Contract Documents. 24. Should the Contractor fail to provide and maintain in force any insurance or insurance coverage required by the contract documents or by law, or should a dispute arise between owner and any insurance company of the Contractor over policy coverage or Limits of Liability as required herein, the Owner shall be entitled to recover from the Contractor all amounts payable, as a matter of law, to Owner or any of its agents, had the required insurance or insurance coverage been in force. Said recovery shall include, but is not limited to interest for the loss of use of such amounts of money, plus all attorney's fees, costs and expenses incurred in securing such determination and any other consequential 56 of 60 damages arising out of the failure of the Contractor or insurance company to comply with the provisions of the Contract Documents, or any policy required hereby, or any other requirements regarding insurance imposed by law. Nothing herein shall limit any damages for which the Contractor is responsible as a matter of law. 25. The Contractor shall deliver to the Owner two (2) original certificates of insurance, signed by the Insurer's Authorized Representative, with the Policy Numbers clearly identified on the certificates for each Policy. The Policy effective dates should be on or before the date that the contract was signed. 26. Compliance with insurance requirements shall not relieve the Contractor of any responsibility to indemnify the Owner for any liability to the Owner as specified in any other provision of this Contract for General Construction Services, and the Owner shall be entitled to pursue any remedy in law or equity if the Contractor fails to comply with the contractual provisions of this Contract for General Construction Services. Indemnity obligations specified elsewhere in this Contract for General Construction Services shall not be negated or reduced by virtue of any insurance carrier's denial of insurance coverage for the occurrence or event which is the subject matter of the claim; or refusal to defend any named insured. 27. As it pertains to Builders Risk Insurance - The Contractor hereby releases and discharges the Owner, the Architect, the Owner's Representative; and the Owner's Related Parties of and from all liability to the Contractor, and to anyone claiming by, through or under the Contractor, by subrogation or otherwise, on account of any Toss or damage to tools, machinery, equipment or other property, however caused. 57 of 60 Exhibit E Asbestos — Statement of Declaration ASBESTOS STATEMENT OF DECLARATION Augusta- Richmond County Judicial Center Facility This statement is to certify that I have not installed any asbestos containing materials and /or products in the preparation and /or the construction of the referenced structure. Furthermore, I certify to the best of my knowledge, no asbestos containing materials have been used in the construction of the structure or facility. RES NSIfBLE PARTIES: 5 2_' c J ontractor's Signature Date 4 0,4 Owner's Signature Date I/3 f 58 of 60 Exhibit F Non Collusion Affidavit NON COLLUSION AFFIDAVIT Date: Project: Augusta Richmond County Judicial Center Project Approx. 183,000 sf four -story Courthouse Description: Services Audio/Visual Provided: State of: Georgia County of: Richmond being first duly sworn, deposes and says that he /she is Select From List of the party making the foregoing Proposal or Bid; that such Proposal or Bid is genuine and not collusive or sham; that said Proposer or Bidder has not colluded, conspired, connived, or agreed, directly or indirectly, with any Proposer or Bidder or person, to put in a sham Proposal or Bid, or that such other person refrain from proposing or bidding, and has not in any manner, directly or indirectly sought by agreement or collusion, or communication or conference, with any person, to fix the Proposal Fee or Bid Price of affiant or any other Proposer or Bidder, or to fix any overhead, profit or cost element of said Proposal Fee or Bid Price, or of that of any other Proposer or Bidder, or to secure any advantage against the Augusta Richmond County, or any person interested in the proposed Contract; and that all statements in said Proposal or Bid are true; and further, that such Proposer or Bidder has not directly or indirectly submitted this Proposal or Bid, or the contents thereof, or divulged information or data relative thereto to any association or to any member or agent thereof. Contractor: Technical Services Audio Visual (TSAV) (Signature) (Seal) 59 of 60 Exhibit G Unit Prices Unit Price Schedule Unit Price (each) Add /Deduct 60 of 60