HomeMy WebLinkAboutTASK ORDER PROGRAM AGREEMENT BETWEEN AUGUSTA, GEORGIA AND LBH CONSTRUCTION STATE OF GEORGIA
RICHMOND COUNTY
MAJOR PROJECTS
TASK ORDER PROGRAM AGREEMENT
BETWEEN
AUGUSTA, GEORGIA
AND
CONTRACTOR
CONTRACTOR:
PROJECT: TASK ORDER PROGRAM
DATE EXECUTED:
DATE COMPLETED:
1 OF 50 CREATION DATE:AUGUST 2016
STATE OF GEORGIA
RICHMOND COUNTY
MAJOR PROJECTS
TASK ORDER PROGRAM AGREEMENT
BETWEEN
AUGUSTA, GEORGIA
AND
CONTRACTOR
This Agreement is made and entered into this I'1'*1 day of OCAMOK , 20 Ell by and
between AUGUSTA, Georgia, a political subdivision of the State of Georgia, hereinafter called
"AUGUSTA"and ON-(,6fStntaihY1 , a Corporation authorized to do business in
Georgia,hereinafter called the "CONTRACTOR."
WHEREAS,AUGUSTA desires to engage qualified licensed contractors to furnish services for:
Task Order Program
WHEREAS, the CONTRACTOR has represented to AUGUSTA that it is qualified, licensed,
ready and able to perform the Work in connection with this task order program, and
AUGUSTA has relied upon such representation.
Furthermore, the CONTRACTOR shall perform and furnish all the materials,labor, equipment,
and other things necessary for each Task Order at the locations identified in the Task Order, in
accordance with the Contract Documents as defined by the General and Special Conditions
hereto attached,which are hereby made a part of this agreement.
NOW,THEREFORE, in consideration of the mutual promises and covenant herein contained,it
is agreed by and between AUGUSTA and the CONTRACTORS that:
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CONTRACT DOCUMENTS AND SPECIFICATIONS
FOR
TASK ORDER PROGRAM SERVICES
Augusta,Georgia
The Honorable Hardie Davis,Jr.,Mayor
Commissioners:
William Fennoy
Dennis Williams
Sammie Sias
Ben Hasan
Bill Lockett
Sean Franton
Mary Davis
Wayne Guilfoyle
Marion Williams
Grady Smith
Tom D. Wiedmeier
Director,Augusta Utilities Department
Augusta Utilities Department
360 Bay Street,Suite 180
Augusta,GA 30901
DATE
September ,2016
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CONTENTS
SECTION TITLE
IB Instructions to Bidders
NA Notice of Award
NP Notice to Proceed
CO Change Order
BB Bid Bonds
PB Performance and Payment Bonds
A Agreement
Attachment A Scope of Services
Attachment B Compensation
Attachment C Listing of Key Personnel
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GENERAL CONDITIONS
ARTICLE 1--DEFINITIONS
Wherever used in this Agreement or in other Contract Documents,whether in the singular or in
the plural,the following terms shall have the following meanings:
Addenda-Any changes, revisions or clarifications of the Contract Documents which have been
duly issued by AUGUSTA to prospective Bidders prior to the time of opening of Bids.
Agreement-The written agreement between AUGUSTA and CONTRACTOR covering the Work
to be performed; other Contract Documents are attached to the Agreement and made a part
thereof as provided therein.
Agreement Execution - means the date on which CONTRACTOR executes and enters into an
Agreement with AUGUSTA to perform the Work.
Agreement Price - means the total monies, adjusted in accordance with any provision herein,
payable to the CONTRACTOR under this Agreement.
Application for Payment-The form accepted by PROJECT MANAGER which is to be used by
CONTRACTOR in requesting progress or final payments and which is to include such
supporting documentation as is required by the Contract Documents.
AUGUSTA -means a legal entity AUGUSTA, Georgia, a political subdivision of the State of
Georgia.
Bid-The offer or proposal of the bidder submitted on the prescribed form setting forth the
price(s)for the Work to be performed.
Bonds-Bid, performance and payment bonds and other instruments of security furnished by
CONTRACTOR and its Surety in accordance with the Contract Documents.
Change Order-- A document recommended by PROJECT MANAGER, which is signed by
CONTRACTOR and AUGUSTA, and authorizes an addition, deletion or revision in the Work,
or an adjustment in the Contract Price or the Contract Time,issued on or after the Effective Date
of the Agreement. •
Contract- means the Agreement Documents specifically identified and incorporated herein by
reference.
Contract Documents- All documents which define the scope of the project, including but not
limited to, this Agreement, task orders, specifications, advertisement for bids, instructions to
bidders, the bid, the proposal, bonds, general conditions, special conditions, insurance and
technical specifications.
Contract Price-The moneys payable by AUGUSTA to CONTRACTOR under the Contract
Documents as stated in the Agreement and/or Task Orders
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Contract Time - means the period of time stated in this Agreement for the completion of the
Work.
CONTRACTOR - means the party or parties contracting directly with AUGUSTA to perform
Work pursuant to this Agreement.
Day-Either a working day or calendar day as specified in the bid documents. If a calendar day
shall fall on a legal holiday, that day will be omitted from the computation. Legal Holidays:
New Year's Day, Martin Luther King Day,Memorial Day,4th of July,Labor Day,Veterans Day,
Thanksgiving Day and the following Friday,and Christmas Day,
Defective- An adjective which, when modifying the word Work, refers to Work that is
unsatisfactory, faulty or deficient, does not conform to the Contract Documents, or does not
meet the requirements of any inspection, reference standard, test or approval referred to in the
Contract Documents, or has been damaged prior to PROJECT MANAGER's recommendation of
final payment, unless responsibility for the protection thereof has been assumed by AUGUSTA
at Substantial Completion.
Drawings-The drawings which show the character and scope of the Work to be performed and
which have been prepared or approved by PROJECT MANAGER and are referred to in the
Contract Documents.
Effective Date of the Agreement-The date indicated in the Agreement on which it becomes
effective,but if no such date is indicated it means the date on which the Agreement is signed by
the Mayor of Augusta,Georgia.
Field Order-A written order issued by PROJECT MANAGER that modifies Drawings and
Specifications,but which does not involve a change in the Contract Price or the Contract Time.
Laws or Regulations-Laws,rules,regulations,ordinances,codes and/or orders.
Notice of Award-The written notice by AUGUSTA to the apparent successful bidder stating
that upon compliance by the apparent successful bidder with the conditions precedent
enumerated therein,within the time specified,AUGUSTA will sign and deliver the Agreement.
Notice to Proceed-A written notice given by PROJECT MANAGER to CONTRACTOR fixing
the date on which the Contract Time will commence to run and on which CONTRACTOR shall
start to perform CONTRACTOR'S obligations under the Contract Documents and/or the Task
Orders.
PROJECT MANAGER-The professional in charge serving Augusta with architectural or
engineering and inspection services, their successor, or any other person or persons, employed
by Augusta, for the purpose of directing or having in charge the work embraced in this
Contract.
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Specifications-Those portions of the Contract Documents consisting of written technical
descriptions of materials, equipment, construction systems, standards and workmanship as
applied to the Work and certain administrative details applicable thereto.
Subcontractor - means any person, firm, partnership, joint venture, company, corporation, or
entity having a contractual agreement with CONTRACTOR or with any of its subcontractors at
any tier to provide a part of the Work called for by this Agreement.
Substantial Completion-The Work (or a specified part thereof) has progressed to the point
where, in the opinion of PROJECT MANAGER as evidenced by PROJECT MANAGER's
definitive certificate of Substantial Completion, it is sufficiently complete, in accordance with
the Contract Documents, so that the Work (or specified part) can be used for the purposes for
which it is intended, or if there be no such certificate issued, when final payment is due. The
terms "substantially complete" and "substantially completed" as applied to any Work refer to
Substantial Completion thereof.
Supplemental Agreement-means a written order to CONTRACTOR signed by AUGUSTA and
accepted by CONTRACTOR, effecting an addition, deletion or revision in the Work, or an
adjustment in the Agreement Price or the Contract Time, issued after execution of this
Agreement.
Task Order - means a written order specifying a Scope of Services, time of completion and
compensation limit for services being provided by CONTRACTOR. Task Orders shall be
incorporated by reference as part of the Supplemental Conditions of this Agreement.
Work - The entire completed construction or the various separately identifiable parts thereof
required to be furnished under the Contact Documents. Work is the result of performing
services, furnishing labor and furnishing and incorporating materials and equipment into the
construction, and furnishing documents all as required by the Contract Documents. Work
includes services as may be more specifically defined in the Task Orders, assigned to or
undertaken by CONTRACTOR under this Agreement.
Work Change Directive-A written directive to CONTRACTOR, issued on or after the Effective
Date of the Agreement and signed by AUGUSTA and recommended by PROJECT MANAGER,
ordering an addition, deletion or revision in the Work, or responding to differing or unforeseen
physical conditions under which the Work is to be performed. A Work Change Directive may
not change the Contract Price or the Contract Time but is evidence that the parties expect that
the change directed or documented by a Work Change Directive will be incorporated in a
subsequently issued Change Order following negotiations by the parties as to its effect, if any,
on the Contract Price or Contract Time as provided in within this Agreement.
Written Amendment-A written amendment of the Contract Documents, signed by AUGUSTA
and CONTRACTOR on or after the Effective Date of the Agreement and normally dealing with
the non-engineering or non-technical rather than strictly Work-related aspects of the Contract
Documents.
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ARTICLE 2-PRELIMINARY MATTERS
CONTRACTOR, as a licensed Contractor, has entered in this Agreement with AUGUSTA to
provide services, consisting of,but not limited to the installation,maintenance and/or repair of
potable water and sanitary sewer lines, including all appurtenances, and services as may be
more specifically defined in the various task orders, for the Task Order Program Project in
accordance with the requirements as outlined in and attached as Attachment A - Scope of
Services and other relevant data defining the Project.
Copies of Documents:
2.1. After the award of the Contract and/or assignment to work Emergency projects,
AUGUSTA may furnish CONTRACTOR, upon request, at no cost, one (1) complete set of the
Contract Documents for execution of the work. Additional sets of the project manual and
drawings and/or individual pages or sheets of the project manual or drawings will be
furnished by AUGUSTA upon CONTRACTOR's request and at CONTRACTOR's expense,
which will be AUGUSTA's standard charges for printing and reproduction.
Contract Time,Notice to Proceed:
2.2. The Contract Time shall commence at selection by AUGUSTA of CONTRACTOR as
Task Order Program Contractors and execution of this Agreement.
Starting the Project:
2.3. CONTRACTOR shall begin the Work on the date the Contract Time commences, as
designated per the Notice to Proceed and/or assignment to work Emergency projects. No
Work shall be done prior to the date on which the Contract Time commences. Any Work
performed by CONTRACTOR prior to date on which Contract Time commences shall be at the
sole risk of CONTRACTOR.
Before Starting Construction:
2.4. Before undertaking each part of the Work, CONTRACTOR shall carefully study and
compare the Contract Documents and check and verify pertinent figures shown thereon and all
applicable field measurements. CONTRACTOR shall promptly report in writing to PROJECT
MANAGER any conflict, error, ambiguity, or discrepancy which CONTRACTOR may discover
and shall obtain a written interpretation or clarification from PROJECT MANAGER before
proceeding with any Work affected thereby. CONTRACTOR shall be liable to AUGUSTA for
failure to report any conflict, error, ambiguity or discrepancy in the Contract Documents, if
CONTRACTOR knew or reasonably should have known thereof.
2.5. Within ten days after the Notice to Proceed and/or assignment to work Emergency projects
(unless otherwise specified in the General Requirements), CONTRACTOR shall submit to
PROJECT MANAGER and AUGUSTA for review:
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2.5.1. An estimated progress schedule indicating the starting and completion dates of the
various stages of the Work,if requested by PROJECT MANAGER:
2.5.2. A preliminary schedule of Shop Drawing and Sample submissions,and
2.5.3. A preliminary schedule of values for all of the Work which will include quantities and
prices of items aggregating the Contract Price and will subdivide the Work into component
parts in sufficient detail to serve as the basis for progress payments during construction. Such
prices will include an appropriate amount of overhead and profit applicable to each item of
Work which will be confirmed in writing by CONTRACTOR at the time of submission
Pre-construction Conference:
2.6. Before any Work at the site is started, a conference may be held and attended by
CONTRACTOR, AUGUSTA, PROJECT MANAGER and others as appropriate will be held to
establish a working understanding among the parties as to the Work and to discuss the
schedules referred to in 2.5 as well as procedures for handling Shop Drawings and other
submittals,processing applications for payment and maintaining required records.
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ARTICLE 3-CONTRACT DOCUMENTS; INTENT, AMENDING,
REUSE
3.1 List of Documents
The Agreement, the Attachments, the General Conditions, the Special Conditions, the
Procurement RFQ/Bid package documents, any Supplemental Written Agreements, including
Task Orders shall constitute the Agreement Documents(the"Agreement").
Conflict and Precedence
The Agreement Documents are complementary, and what is called for by one is as binding as if
called for by all. In the event there are any conflicting provisions or requirements in the
component parts of this Agreement, the several Agreement Documents shall take precedence in
the following order:
1. Agreement-Including Attachments
2. General Conditions
3. Supplemental Conditions-Including Task Orders
4. Procurement RFQ/Bid package documents
3.2 Intent:
1. The Contract Documents comprise the entire agreement between AUGUSTA and
CONTRACTOR concerning the Work. The Contract Documents are complementary: what is
called for by one is as binding as if called for by all. The Contract Documents will be construed in
accordance with the law of the State of Georgia.
2. It is the intent of the Contract Documents to describe a functionally complete Project(or
part thereof) to be constructed in accordance with the Contract Documents. Any Work,materials
or equipment that may reasonably be inferred from the Contract Documents or from prevailing
custom or trade usage as being required to produce the intended result will be supplied whether
or not specifically called for. When words or phrases which have a well-known technical or
construction industry or trade meaning are used to describe Work, materials or equipment, such
words shall be interpreted in accordance with that meaning.
3. Except as otherwise specifically stated in the Contract Documents or as may be
provided by amendment or supplement thereto issued by one of the methods indicated in 3.6 or
3.7, the provisions of the Contract Documents shall take precedence in resolving any conflict,
error, ambiguity or discrepancy between the provisions of the Contract Documents and the
provisions of any such standard, specification, manual, code or instruction (whether or not
specifically incorporated by reference in the Contract Documents) and the provisions of any such
Laws or Regulations applicable to the performance of the Work (unless such an interpretation of
the provisions of the Contract Documents would result in violation of such Law or Regulation).
Clarifications and interpretations of the Contract Documents shall be issued by PROJECT
MANAGER as provided for within this Agreement.
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4. Reference to standards, specifications, manuals or codes of any technical society,
organization or association, or to the Laws or Regulations of any governmental authority,
whether such reference be specific or by implication, shall mean the latest standard, specification,
manual, code or Laws or Regulations in effect at the time of opening of Bids (or on the Effective
Date of the Agreement if there were no Bids),except as may be otherwise specifically stated in the
Contract Documents.
5. If, during the performance of the Work, CONTRACTOR discovers any conflict, error,
ambiguity or discrepancy within the Contract Documents or between the Contract Documents
and any provision of any such Law or Regulation applicable to the performance of the Work or of
any such standard, specification, manual or code or of any instruction of any Supplier referred to
within this Agreement, CONTRACTOR shall so report to PROJECT MANAGER in writing at
once and before proceeding with the Work affected thereby and shall obtain a written
interpretation or clarification from PROJECT MANAGER;however, CONTRACTOR shall not be
liable to AUGUSTA or PROJECT MANAGER for failure to report any conflict,error,ambiguity or
discrepancy in the Contract Documents unless CONTRACTOR had actual knowledge thereof or
should reasonably have known thereof.
3.3 Amending and Supplementing Contract Documents:
1.)The Contract Documents may be amended to provide for additions,deletions and
revisions in the Work or to modify the terms and conditions thereof in one or more of the
following ways:
1."a formal Written Amendment,
2. a Change Order,or
3. a Work Change Directive.
2.)As indicated within this Agreement,Contract Price and Contract Time may only be
changed by a Change Order or a Written Amendment.
3.) In addition,the requirements of the Contract Documents may be supplemented, and
minor variations and deviations in the Work may be authorized in one or more of the following
ways:
1. a Field Order.
2. PROJECT MANAGER'S approval of a Shop Drawing or sample,or
3. PROJECT MANAGER's written interpretation or clarification.
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3.4 Reuse of documents:
1.) Neither CONTRACTOR nor any Subcontractor or Supplier or other person or
organization performing or furnishing any of the Work under a direct or indirect contract with
AUGUSTA shall have or acquire any title to or Ownership rights in any of the Drawings,
Specifications or other documents (or copies of any thereof) prepared by or bearing the seal of
PROJECT MANAGER or PROJECT MANAGER'S consultant; and they shall not reuse such
Drawings, Specifications or other documents (or copies of any thereof) on extensions of the
Project or any other project without written consent of AUGUSTA and PROJECT MANAGER and
specific written verification or adaptation by PROJECT MANAGER.
3.5 BINDINGS
It is further agreed that AUGUSTA and CONTRACTOR each binds itself and themselves, its or
their successors,executors, administrators and assigns to the other party to this Agreement and to
its or their successors,executors and assigns in respect to all covenants of this Agreement. Except
as above, neither AUGUSTA nor the CONTRACTOR shall assign, sublet or transfer its or their
interest in this Agreement without prior written consent of the other party hereto.
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ARTICLE 4-PROPERTY INFORMATION AND PHYSICAL
CONDITIONS
4.1 Physical Conditions:
4.1.1. Explorations and Reports: Reference is made to the Supplementary Conditions for
identification of those reports of explorations and tests of subsurface conditions at or contiguous
to the site that have been utilized in preparing the Contract Documents and those drawings of
physical conditions in or relating to existing surface or subsurface structures at or contiguous to
the site (except Underground Facilities) that have been utilized in preparing the Contract
Documents.
4.1.2. CONTRACTOR may rely upon the general accuracy of the "technical data" contained in
such reports and drawings. Such "technical data" is identified in the Supplementary Conditions.
Except for such reliance on such "technical data," CONTRACTOR may not rely upon or make any
claim against AUGUSTA, PROJECT MANAGER, or any of PROJECT MANAGER's Consultants
with respect to:
4.1.2.1. the completeness of such reports and drawings for CONTRACTOR's purposes, including
but not limited to, any aspects of the means, methods, techniques, sequences and procedures of
construction to be employed by CONTRACTOR and safety precautions and programs incident
thereto,or
4.1.2.2. other data, interpretations, opinions and information contained in such reports or shown
or indicated in such drawings,or
4.1.2.3. any CONTRACTOR interpretation of or conclusion drawn from any "technical data" or
any such data,interpretations,opinions or information.
4.1.3. If conditions are encountered, excluding existing utilities, at the site which are (1)
subsurface or otherwise concealed physical conditions which differ materially from those
indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature,
which differ materially from those ordinarily found to exist and generally recognized as inherent
in construction activities of the character provided for in the Contract Documents, then
CONTRACTOR shall give AUGUSTA notice thereof promptly before conditions are disturbed
and in no event later than 48 hours after first observance of the conditions.
4.1.4. The AUGUSTA and PROJECT MANAGER shall promptly investigate such conditions,and,
if they differ materially and cause an increase or decrease in CONTRACTOR's cost of, or time
required for, performance of any part of the Work, the AUGUSTA and PROJECT MANAGER
shall recommend an equitable adjustment in the Contract Price or Contract Time, or both. If the
AUGUSTA and PROJECT MANAGER determine that the conditions at the Site are not materially
different from those indicated in the Contract Documents or are not materially different from
those ordinarily found and that no change in the terms of the Contract is justified, the PROJECT
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MANAGER shall notify CONTRACTOR of the determination in writing. The Work shall be
performed after direction is provided by the PROJECT MANAGER.
4.2 Documentation evidencing Property Condition before and after work:
4.2.1. Requirements for Pictures and/or other documentation regarding the pre-work and post-work
condition of property: Proper documentation, including date video and/or photographs, shall be
maintained by the CONTRACTOR properly showing the preconstruction and post-construction
condition of property in accordance with generally accepted industry standards. CONTRACTOR
should address any questions related to proper documentation in writing to the PROJECT
MANAGER within a reasonable amount of time of commencing work.
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ARTICLE 5-BONDS AND INSURANCE
5.1 Performance and Other Bonds:
5.1.1 CONTRACTOR may be required to furnish performance and payment Bonds, each
in an amount at least equal to the Contract Price as Security for the faithful performance and
payment of all CONTRACTOR's obligations under the Contract Documents. These Bonds shall
remain in effect at least until one year after the date when final payment becomes due, except as
otherwise provided by Law or Regulation or by the Contract Documents. CONTRACTOR shall
also furnish such other Bonds as are required by the Supplementary Conditions. All Bonds shall
be in the forms prescribed by Law or Regulation or by the Contract Documents and be executed
by such sureties as are named in the current list of "Companies Holding Certificates of Authority
as Acceptable Sureties on Federal Bonds, and as Acceptable Reinsuring Companies" as published
in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All
Bonds signed by an agent must be accompanied by a certified copy of the authority to act.
5.2 Licensed Sureties and Insurers;Certificates of Insurance
5.2.1 All bonds and insurance required by the Contract Documents to be purchased and
maintained by CONTRACTOR shall be obtained from surety or insurance companies that are
duly licensed or authorized in the State of Georgia to issue bonds or insurance policies for the
limits and coverages so required. All bonds signed by an agent must be accompanied by a
certified copy of authority to act. Such surety and insurance companies shall also meet such
additional requirements and qualifications as may be provided in the Supplementary Conditions.
5.2.2. CONTRACTOR shall deliver to AUGUSTA, with copies to each additional insured
identified in 5.3, an original or a certified copy of the complete insurance policy for each policy
required, certificates of insurance (and other evidence of insurance requested by AUGUSTA or
any other additional insured) which CONTRACTOR is required to purchase and maintain in
accordance with 5.3.
5.2.3. If the surety on any Bond furnished by CONTRACTOR is declared bankrupt or
becomes insolvent or its right to do business is terminated in any state where any part of the
Project is located or it ceases to meet the requirements of as provided for within this Agreement,
CONTRACTOR shall within five days thereafter substitute another Bond and Surety, both of
which must be acceptable to AUGUSTA.
5.3 CONTRACTOR's Liability Insurance:
5.3.1 CONTRACTOR shall purchase and maintain such comprehensive general liability
and other insurance as is appropriate for the Work being performed and furnished and as will
provide protection from claims set forth below which may arise out of or result from
CONTRACTOR's performance and furnishing of the Work and CONTRACTOR's other
obligations under the Contract Documents, whether it is to be performed or furnished by
CONTRACTOR,by any Subcontractor,by anyone directly or indirectly employed by any of them
to perform or furnish any of the Work,or by anyone for whose acts any of them may be liable:
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5.3.1. Claims under workers' or workmen's compensation, disability benefits and other
similar employee benefit acts;
5.3.2. Claims for damages because of bodily injury, occupational sickness or disease, or
death of CONTRACTOR's employees;
5.3.3. Claims for damages because of bodily injury, sickness or disease, or death of any
person other than CONTRACTOR's employees;
5.3.4. Claims for damages insured by personal injury liability coverage which are
sustained (a) by any person as a result of an offense directly or indirectly related to the
employment of such person by CONTRACTOR,or(b)by any other person for any other reason;
5.3.5. Claims for damages, other than to the Work itself, because of injury to or
destruction of tangible property wherever located,including loss of use resulting therefrom;
5.3.6. Claims arising out of operation of Laws or Regulations for damages because of
bodily injury or death of any person or for damage to property;and
5.3.7. Claims for damages because of bodily injury or death of any person or property
damage arising out of the OWNERSHIP,maintenance or use of any motor vehicle.
The insurance required by this paragraph 5.3 shall include the specific coverage's and be written
for not less than the limits of liability and coverage's provided in the Supplementary Conditions,
or required by law, whichever is greater. The comprehensive general liability insurance shall
include completed operations insurance. All of the policies of insurance so required to be
purchased and maintained (or the certificates or other evidence thereof) shall contain a provision
or endorsement that the coverage afforded will not be canceled, materially changed or renewal
refused until at least thirty days prior written notice has been given to AUGUSTA, and PROJECT
MANAGER by certified mail. All such insurance shall remain in effect until final payment and at
all times thereafter when CONTRACTOR may be correcting, removing or replacing defective
Work. In addition, CONTRACTOR shall maintain such completed operations insurance for at
least two years after final payment and furnish AUGUSTA with evidence of continuation of such
insurance at final payment and one year thereafter.
5.4 Contractual Liability Insurance:
5.4.1 The comprehensive general liability insurance required by paragraph 5.3 will include
contractual liability insurance applicable to CONTRACTOR's obligations.
5.5 Indemnification
5.5.1. CONTRACTOR shall indemnify and hold harmless AUGUSTA, PROJECT
MANAGER, and its employees and agents from and against all liabilities,claims, suits, demands,
damages, losses, and expenses, including attorneys' fees, arising out of or resulting from the
performance of its Work, provided that any such liability, claim, suit, demand, damage, loss, or
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expense (a)is attributable to bodily injury,sickness, disease or death,or injury to or destruction of
tangible property, including the loss of use resulting therefrom and (b) is caused in whole or in
part by an act or omission of CONTRACTOR, any Subcontractor, anyone directly or indirectly
employed by any of them, or anyone for whose acts any of them may be liable, whether or not it
is caused in whole or in part by the negligence or other fault of a party indemnified hereunder.
5.5.2. In any and all claims against AUGUSTA or any of its agents or employees by any
employee of CONTRACTOR, any Subcontractor, anyone directly or indirectly employed by any
of them, or anyone for whose acts any of them may be liable, the indemnification obligation
under the previous paragraph shall not be limited in any way as to the amount or type of
damages,compensation or benefits payable by or for CONTRACTOR or any SUBCONTRACTOR
under workmen's compensation acts,disability benefit acts, or other employee benefit acts.
5.5.3. CONTRACTOR shall indemnify and hold harmless AUGUSTA and anyone directly
or indirectly employed by it from and against all claims, suits, demands, damages, losses
expenses (including attorneys' fees) arising out of any infringement on patent or copyrights held
by others and shall defend all such claims in connection with any alleged infringement of such
rights.
5.6 CONTRACTOR'S LIABILITY INSURANCE:
Insurance shall be written with limits of liability shown below or as required by law,
whichever is greater:
Commercial General Liability(per occurrence)Each Occurrence $1,000,000
General Aggregate $2,000,000
Products $2,000,000
Personal&Adv Injury $1,000,000
Fire Damage $ 500,000
Automobile Liability(any auto) Combined Single Limit $1,000,000
Excess Liability(any auto) Each Occurrence $5,000,000
Workers Compensation Statutory Limits
Employer Liability $1,000,000
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ARTICLE 6-CONTRACTOR'S RESPONSIBILITIES
6.1. CONTRACTOR shall supervise and direct the Work competently and efficiently, devoting
such attention thereto and applying such skills and expertise as may be necessary to perform the
Work in accordance with the Contract Documents. CONTRACTOR shall be solely responsible for
the means, methods, techniques, sequences and procedures of Work. CONTRACTOR shall be
responsible to see that the finished Work complies accurately with the Contract Documents.
1. PROFESSIONAL STANDARDS
The standard of care for all services performed or furnished by CONTRACTOR under this
Agreement will be the level of care and that is ordinarily used by members of CONTRACTOR'S
profession practicing under similar conditions, and in accordance with the latest version of the
Codes and/or any additional generally accepted industry standards.
6.2. CONTRACTOR shall keep on the Work,at all times during its progress,a competent resident
superintendent, who shall not be replaced without written notice to AUGUSTA and PROJECT
MANAGER except under extraordinary circumstances. The superintendent will be
CONTRACTOR's representative at the site and shall have authority to act on behalf of
CONTRACTOR. All communications to the superintendent shall be as binding as if given to
CONTRACTOR.
Labor,Materials and Equipment:
6.3. CONTRACTOR shall provide competent, suitably qualified personnel to survey and lay out
the Work and perform construction as required by the Contract Documents. CONTRACTOR shall
at all limes maintain good discipline and order at the site. Except in connection with the safety or
protection of persons or the Work or property at the site or adjacent thereto, and except as
otherwise indicated in the Contract Documents, all Work at the site shall be performed during
regular working hours, and CONTRACTOR will not permit evening work or the performance of
Work on Saturday, Sunday or any legal holiday without Property owner's written consent given
after prior written notice to PROJECT MANAGER, except as may otherwise be provided in
Project Task Order as approved by the PROJECT MANAGER.
6.4. Unless otherwise specified in the General Requirements, CONTRACTOR shall furnish and
assume full responsibility for all materials, equipment, labor, transportation, equipment and
machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities,
temporary facilities and all other facilities and incidentals whether temporary or permanent
necessary for the execution, testing, initial operation, and completion of the Work as required by
the Contract Documents.
6.5. All materials and equipment shall be of good quality and new, except as otherwise provided
in the Contract Documents. If required by PROJECT MANAGER, CONTRACTOR shall furnish
satisfactory evidence (including reports of required tests) as to the kind and quality of materials
and equipment. All materials and equipment shall be applied,installed,connected, erected,used,
cleaned and conditioned in accordance with the instructions of the applicable Supplier except as
otherwise provided in the Contract Documents;but no provision of any such instructions will be
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effective to assign to PROJECT MANAGER,or any of PROJECT MANAGER's consultants, agents
or employees, any duty or authority to supervise or direct the furnishing or performance of the
Work or any duty or authority to undertake responsibility contrary to the provisions as provided
for within this Agreement.
Adjusting Progress Schedule:
6.6 CONTRACTOR shall submit to PROJECT MANAGER for acceptance to the extent
indicated in this Agreement adjustments in the progress schedule to reflect the impact thereon of
new developments;these will conform generally to the progress schedule then in effect and
additionally will comply with any provisions of the General Requirements applicable thereto.
Substitutes or "Or-Equal"Items:
6.7.1. Whenever materials or equipment are specified or described in the Contract Documents by
using the name of a proprietary item or the name of a particular Supplier, the naming of the item
is intended to establish the type, function and quality required. Unless the name is followed by
words indicating that no substitution is permitted,materials or equipment of other Suppliers may
be accepted by PROJECT MANAGER if sufficient information is submitted by CONTRACTOR to
allow PROJECT MANAGER to determine that the material or equipment proposed is equivalent
or equal to that named. The procedure for review by PROJECT MANAGER will include the
following as supplemented in the General Requirements. Requests for review of substitute items
of material and equipment will not be accepted by PROJECT MANAGER from anyone other than
CONTRACTOR. If CONTRACTOR wishes to furnish or use a substitute item of material or
equipment, CONTRACTOR shall make written application to PROJECT MANAGER for
acceptance thereof, certifying that the proposed substitute will perform adequately the functions
and achieve the results called for by the general design, be similar and of equal substance to that
specified and be suited to the same use as that specified. The application will state that the
evaluation and acceptance of the proposed substitute will not prejudice CONTRACTOR's
achievement of Substantial Completion on time, whether or not acceptance of the substitute for
use in the Work will require a change in any of the Contract Documents (or in the provisions of
any other direct contract with AUGUSTA for work on the Project) to adapt the design to the
proposed substitute and whether or not incorporation or use of the substitute in connection with
the Work is subject to payment of any license fee or royalty. All variations of the proposed
substitute from that specified will be identified in the application and available maintenance,
repair and replacement service will be indicated. The application will also contain an itemized
estimate of all costs that will result directly or indirectly from acceptance of such substitute,
including costs of redesign and claims of other CONTRACTORs affected by the resulting change,
all of which shall be considered by PROJECT MANAGER. In evaluating the proposed substitute,
PROJECT MANAGER may require CONTRACTOR to furnish, at CONTRACTOR's expense,
additional data about the proposed substitute.
6.7.2. If a specific means, method, technique, sequence or procedure of construction is indicated
in or required by the Contract Documents, CONTRACTOR may furnish or utilize a substitute
means, method, sequence, technique or procedure of construction acceptable to PROJECT
MANAGER, if CONTRACTOR submits sufficient information to allow PROJECT MANAGER to
determine that the substitute proposed is equivalent to that indicated or required by the Contract
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Documents. The procedure for review by PROJECT MANAGER will be similar to that provided
in this Agreement as applied by PROJECT MANAGER and as may be supplemented in the Gen-
eral Requirements.
6.7.3. PROJECT MANAGER will be allowed a reasonable time within which to evaluate each
proposed substitute. PROJECT MANAGER will be the sole judge of acceptability and no
substitute will be ordered, installed or utilized without PROJECT MANAGER's prior written
acceptance which will be evidenced by either a Change Order or an approved Shop Drawing.
AUGUSTA may require CONTRACTOR to furnish, at CONTRACTOR's expense, a special
performance guarantee or other surety with respect to any substitute. PROJECT MANAGER will
record time required by PROJECT MANAGER and PROJECT MANAGER's consultants in
evaluating substitutions proposed by CONTRACTOR and in making changes in the Contract
Documents occasioned thereby. Whether or not PROJECT MANAGER accepts a proposed
substitute, CONTRACTOR shall reimburse AUGUSTA for the charges of PROJECT MANAGER
and PROJECT MANAGER's consultants for evaluating each proposed substitute.
Concerning Subcontractors, Suppliers and Others:
6.8.1. CONTRACTOR shall not employ any Subcontractor, Supplier or other person or
organization (including those acceptable to AUGUSTA and PROJECT MANAGER as indicated in
paragraph 6.8.2) whether initially or as a substitute, against whom AUGUSTA or PROJECT
MANAGER may have reasonable objection. CONTRACTOR shall not be required to employ any
Subcontractor, Supplier or other person or organization to furnish or perform any of the Work
against whom CONTRACTOR has reasonable objection.
6.8.2. If the Supplementary Conditions require the identity of certain Subcontractors,Suppliers or
other persons or organizations including those who are to furnish the principal items of materials
and equipment to be submitted to AUGUSTA prior to the Effective Date of the Agreement for
acceptance by AUGUSTA and PROJECT MANAGER and if CONTRACTOR has submitted a list
thereof in accordance with the Supplementary Conditions, AUGUSTA's or PROJECT
MANAGER's acceptance (either in writing or by failing to make written objection thereto by the
date indicated for acceptance or objection in the bidding documents or the Contract Documents)
of any such Subcontractor, Supplier or other person or organization so identified may be revoked
on the basis of reasonable objection after due investigation, in which case CONTRACTOR shall
submit an acceptable substitute, the Contract Price will be increased by the difference, and the
cost occasioned by such substitution and an appropriate Change Order will be issued or Written
Amendment signed. No acceptance by AUGUSTA or PROJECT MANAGER of any such
Subcontractor, Supplier or other person or organization shall constitute a waiver of any right of
AUGUSTA or PROJECT MANAGER to reject defective Work.
6.9. CONTRACTOR shall be fully responsible to AUGUSTA and PROJECT MANAGER for all
acts and omissions of the Subcontractors, Suppliers and other persons and organizations per-
forming or furnishing any of the Work under a direct or indirect contract with CONTRACTOR
just as CONTRACTOR is responsible for CONTRACTOR's own acts and omissions. Nothing in
the Contract Documents shall create any contractual relationship between AUGUSTA or
PROJECT MANAGER and any such Subcontractor, Supplier or other person or organization,nor
shall it create any obligation on the part of AUGUSTA or PROJECT MANAGER to pay or to see
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to the payment of any moneys due any such Subcontractor, Supplier or other person or
organization except as may otherwise be required by Laws and Regulations.
6.10. The divisions and sections of the Specifications and the identifications of any Drawings shall
not control CONTRACTOR in dividing the Work among Subcontractors or Suppliers or
delineating the Work to be performed by any specific trade.
6.11. All Work performed for CONTRACTOR by a Subcontractor will be pursuant to an
appropriate agreement between CONTRACTOR and the Subcontractor which specifically binds
the Subcontractor to the applicable terms and conditions of the Contract Documents for the
benefit of AUGUSTA and PROJECT MANAGER and contains waiver provisions as required as
within this Agreement. CONTRACTOR shall pay each Subcontractor a just share of any
insurance moneys received by CONTRACTOR on account of losses under policies issued as
provided for within this Agreement.
Patent Fees and Royalties:
6.12. CONTRACTOR shall pay all license fees and royalties and assume all costs incident to the
use in the performance of the Work or the incorporation in the Work of any invention, design,
process, product or device which is the subject of patent rights or copyrights held by others.
CONTRACTOR shall indemnify and hold harmless AUGUSTA and PROJECT MANAGER and
anyone directly or indirectly employed by either of them from and against all claims, damages,
losses and expenses including attorneys' fees and court and arbitration costs arising out of any
infringement on patent rights or copyrights incident to the use in the performance of the Work or
resulting from the incorporation in the Work of any invention, design, process, product or device
not specified in the Contract Documents, and shall defend all such claims in connection with any
alleged infringement of such rights.
Permits:
6.13. CONTRACTOR shall obtain and pay for all construction and encroachment permits,
inclusive of required bonds; licenses; governmental charges and inspection fees; and all public
utility charges which are applicable and necessary for the execution of the Work. All permit costs
shall be included in the base bid.Permits,if any, that are provided and paid for by AUGUSTA are
listed in the Supplementary Conditions. Any delays associated with the permitting process will
be considered for time extensions only and no damages or additional compensation for delay will
be allowed.
Laws and Regulations:
6.14.1. CONTRACTOR shall give all notices and comply with all Laws and Regulations
applicable to furnishing and performance of the Work. Except where otherwise expressly
required by applicable Laws and Regulations,neither AUGUSTA nor PROJECT MANAGER shall
be responsible for monitoring CONTRACTOR's compliance with any Laws or Regulations.
6.14.2. If CONTRACTOR observes that any of the Contract Documents are contradictory to such
laws, rules, and regulations, it will notify the Project Manager promptly in writing. Any
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necessary changes shall then be adjusted by an appropriate Change Order. If CONTRACTOR
performs any Work that it knows or should have known to be contrary to such laws, ordinances,
rules, and regulations and without such notice to the Project Manager, it shall bear all related
costs.
Taxes:
6.15. CONTRACTOR shall pay all sales, consumer, use and other similar taxes required to be
paid in accordance with the Laws and Regulations of the place of the Project which are applicable
during the performance of the Work.
Use of Premises:
6.16. CONTRACTOR shall confine construction equipment, the storage of materials and
equipment and the operations of workers to the Project site and land and areas identified in and
permitted by the Contract Documents and other land and areas permitted by Laws and
Regulations, rights-of-way, permits and easements. CONTRACTOR shall not unreasonably
encumber the premises with construction equipment or other materials or equipment. Any loss or
damage to CONTRACTOR'S or any Subcontractor's equipment is solely at the risk of
CONTRACTOR. CONTRACTOR shall assume full responsibility for any damage to any such
land or area, or to the AUGUSTA or occupant thereof or of any land or areas contiguous thereto,
resulting from the performance of the Work. Should any claim be made against AUGUSTA or
PROJECT MANAGER by any such AUGUSTA or occupant because of the performance of the
Work, CONTRACTOR shall promptly attempt to settle with such other party by agreement or
otherwise resolve the claim by arbitration or at law. CONTRACTOR shall, to the fullest extent
permitted by Laws and Regulations, indemnify and hold AUGUSTA harmless from and against
all claims, damages, losses and expenses (including, but not limited to, fees of PROJECT
MANAGERs, architects, attorneys and other PROJECT MANAGERS and court and arbitration
costs) arising directly, indirectly or consequentially out of any action, legal or equitable, brought
by any such other party against AUGUSTA to the extent based on a claim arising out of
CONTRACTOR's performance of the Work.
6.17. During the progress of the Work, CONTRACTOR shall keep the premises free from
accumulations of waste materials, rubbish and other debris or contaminants resulting from the
Work. At the completion of the Work, CONTRACTOR shall remove all waste materials, rubbish
and debris from and about the premises as well as all tools, appliances, construction equipment
and machinery, and surplus materials, and shall leave the site clean and ready for occupancy by
AUGUSTA. CONTRACTOR shall restore to original condition all property not designated for
alteration by the Contract Documents.
6.18. CONTRACTOR shall not load nor permit any part of any structure to be loaded in any
manner that will endanger the structure, nor shall CONTRACTOR subject any part of the Work
or adjacent property to stresses or pressures that will endanger them.
Record Documents:
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6.19. CONTRACTOR shall keep at the site and in good order one record copy of the Contract
Documents and all Drawings and Specifications. These documents shall be annotated on a
continuing basis to show all changes in red made during the construction process. These shall be
available to PROJECT MANAGER and shall be submitted with the Application for Final
Payment.
Safety and Protection:
6.20. CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety
precautions and programs in connection with the Work. CONTRACTOR shall assume all risk of
loss for stored equipment or materials, irrespective of whether CONTRACTOR has transferred
the title of the stored equipment or materials to AUGUSTA. CONTRACTOR shall take all
necessary precautions for the safety of, and shall provide the necessary protection to prevent
damage,injury or loss to:
6.20.1. all employees on the Work and other persons and organizations who may be affected
thereby;
6.20.2. all the Work and materials and equipment to be incorporated therein, whether in storage
on or off the site;and
6.20.3. other property at the site or adjacent thereto, including trees, shrubs, lawns, walks,
pavements, roadways, structures, utilities and Underground Facilities not designated for
removal,relocation or replacement in the course of construction.
CONTRACTOR shall comply with all applicable Laws and Regulations of any public body
having jurisdiction for the safety of persons or property or to protect them from damage,injury or
loss; and shall erect and maintain all necessary safeguards for such safety and protection.
CONTRACTOR shall notify Property owners of adjacent property and of Underground Facilities
and utility property owners when prosecution of the Work may affect them, and shall cooperate
with them in the protection, removal, relocation and replacement of their property. All damage,
injury or loss to any property referred to in paragraph 6.20.2 or 6.20.3 caused, directly or
indirectly, in whole or in part, by CONTRACTOR, any Subcontractor, Supplier or any other
person or organization directly or indirectly employed by any of them to perform or furnish any
of the Work or anyone for whose acts any of them may be liable, shall be remedied by
CONTRACTOR (except damage or loss attributable to the fault of Drawings or Specifications or
to the acts or omissions of AUGUSTA or PROJECT MANAGER or anyone employed by either of
them or anyone for whose acts either of them may be liable, and not attributable, directly or
indirectly, in whole or in part, to the fault or negligence of CONTRACTOR). CONTRACTOR's
duties and responsibilities for the safety and protection of the Work shall continue until such time
as all the Work is completed and PROJECT MANAGER has issued a notice to AUGUSTA and
CONTRACTOR (except as otherwise expressly provided in connection with Substantial
Completion).
6.21. CONTRACTOR shall designate a responsible member of its organization whose duty shall
be the prevention of accidents at the site. This person shall be CONTRACTOR's superintendent
unless otherwise designated in writing by CONTRACTOR to the Project Manager.
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Emergencies:
6.22. In emergencies affecting the safety or protection of persons or the Work or property at the
site or adjacent thereto, CONTRACTOR, without special instruction or authorization from
PROJECT MANAGER or AUGUSTA, is obligated to act to prevent threatened damage, injury or
loss. CONTRACTOR shall give PROJECT MANAGER prompt written notice if CONTRACTOR
believes that any significant changes in the Work or variations from the Contract Documents have
been caused thereby. If PROJECT MANAGER determines that a change in the Contract
Documents is required because of the action taken in response to an emergency, a Work Change
Directive or Change Order be issued to document the consequences of the changes or variations.
6.22.1. CONTRACTOR shall immediately notify PROJECT MANAGER of all events involving
injuries to any person on the Site,whether or not such person was engaged in the construction of
the Project, and shall file a written report on such person(s) and any other event resulting in
property damage of any amount within five(5) days of the occurrence.
6.22.2. If PROJECT MANAGER determines that a change in the Contract Documents is required
because of the action taken by CONTRACTOR in response to such an emergency, a Change
Order will be issued to document the consequences of such action.
Continuing the Work:
6.30. CONTRACTOR shall carry on the Work and adhere to the progress schedule during all
disputes or disagreements with AUGUSTA. No Work shall be delayed or postponed pending
resolution of any disputes or disagreements, except as otherwise permitted within this
Agreement or as CONTRACTOR and AUGUSTA may otherwise agree in writing.
Cleaning Up:
6.31. CONTRACTOR shall maintain the site free from accumulations of waste materials,rubbish,
and other debris or contaminants resulting from the work on a daily basis or as required. At the
completion of the work, CONTRACTOR shall remove all waste materials, rubbish, and debris
from the site as well as all tools, construction equipment and machinery, and surplus materials
and will leave the Site clean and ready for occupancy by AUGUSTA. All disposal shall be in
accordance with applicable Laws and Regulations. In addition to any other rights available to
AUGUSTA under the Contract Documents, CONTRACTOR's failure to maintain the site may
result in withholding of any amounts due CONTRACTOR. CONTRACTOR will restore to
original condition those portions of the site not designated for alteration by the Contract
Documents.
Indemnification:
6.32. To the fullest extent permitted by Laws and Regulations, CONTRACTOR shall indemnify
and hold harmless AUGUSTA, PROGRAM MANAGER and PROJECT MANAGER and their
consultants, agents and employees from and against all claims, damages, losses and expenses,
25 OF 50 CREATION DATE:AUGUST 2016
direct, indirect or consequential (including but not limited to fees and charges of PROGRAM
MANAGER, PROJECT MANAGERS, architects, attorneys and other PROJECT MANAGERs and
court and arbitration costs) arising out of or resulting from the performance of the Work,
provided that any such claim, damage, loss or expense (a) is attributable to bodily injury,
sickness, disease or death, or to injury to or destruction of tangible property (other than the Work
itself) including the loss of use resulting therefrom and (b) is caused in whole or in part by any
negligent act or omission of CONTRACTOR, any Subcontractor, any person or organization
directly or indirectly employed by any of them to perform or furnish any of the Work or anyone
for whose acts any of them may be liable, regardless of whether or not it is caused in part by a
party indemnified hereunder or arises by or is imposed by Law and Regulations regardless of the
negligence of any such party.
6.33. In any and all claims against AUGUSTA,PROGRAM MANAGER or PROJECT MANAGER
or any of their consultants, agents or employees by any employee of CONTRACTOR, any
Subcontractor, any person or organization directly or indirectly employed by any of them to
perform or furnish any of the Work or anyone for whose acts any of them may be liable, the
indemnification obligation under paragraph 6.32 shall not be limited in any way by any limitation
on the amount or type of damages,compensation or benefits payable by or for CONTRACTOR or
any such Subcontractor or other person or organization under workers' or workmen's
compensation acts,disability benefit acts or other employee benefit acts.
6.34. The obligations of CONTRACTOR under paragraph 6.32 shall not extend to the liability of
PROJECT MANAGER, PROJECT MANAGER'S consultants, agents or employees arising out of
the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders,
designs or specifications.
CONTRACTOR, in order to determine the requirements of the Project, shall review the
information in Attachment A - Scope of Services. CONTRACTOR shall review its understanding
of the Project requirements with AUGUSTA and shall advise AUGUSTA of additional data or
services which are not a part of CONTRACTOR'S services,if any,necessary for design to begin.
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ARTICLE 7- AUGUSTA'S RESPONSIBILITIES
7.1. Except as otherwise provided in this Agreement, AUGUSTA shall issue all communications
to CONTRACTOR through the PROJECT MANAGER.
7.2. AUGUSTA shall furnish the data required of AUGUSTA under the Contract Documents
promptly.
7.3. AUGUSTA shall make payments as provided for under the Contract Documents and the
Task Orders.
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ARTICLE 8- PROJECT MANAGER'S STATUS DURING WORK
8.1 Visits to Site:
PROJECT MANAGER will make visits to the site at intervals appropriate to the various
stages of project to observe the premises and quality of the executed Work and to determine, in
general, if the Work is proceeding in accordance with the Contract Documents. PROJECT
MANAGER will not be required to make exhaustive or continuous on-site inspections to check
the quality or quantity of the Work. PROJECT MANAGER's efforts will be directed toward
providing for AUGUSTA a greater degree of confidence that the completed Work will conform to
the Contract Documents. On the basis of such visits and on-site observations as an experienced
and qualified design PROJECT MANAGER, PROJECT MANAGER will keep AUGUSTA
informed of the progress of the Work and will endeavor to guard AUGUSTA against defects and
deficiencies in the Work.
8.2 Clarifications and Interpretations:
PROJECT MANAGER shall issue such written clarifications or interpretations of the Contract
Documents (in the form of Drawings or otherwise) as may be determined necessary, or as
reasonably requested by CONTRACTOR, which shall be consistent with or reasonably inferable
from the overall intent of the Contract Documents. If CONTRACTOR believes that a written
clarification and interpretation entitles it to an increase in the Contract Price and/or Contract
Time,CONTRACTOR may make a claim as provided for within this Agreement
8.3 Authorized Variations in Work:
PROJECT MANAGER may authorize minor variations in the Work from the requirements of the
Contract Documents which do not involve an adjustment in the Contract Price or the Contract
Time and are consistent with the overall intent of the Contract Documents. These may be
accomplished by a Field Order and will be binding on AUGUSTA and also on CONTRACTOR
who shall perform the Work involved promptly. If CONTRACTOR believes that a Field Order
justifies an increase in the Contract Price or an extension of the Contract Time and the parties are
unable to agree as to the amount or extent thereof,CONTRACTOR may make a claim therefore as
provided for within this Agreement.
8.4 Rejecting Defective Work:
PROJECT MANAGER will have authority to disapprove or reject Work which PROJECT
MANAGER believes to be defective and will also have authority to require special inspection or
testing of the Work as provided for within this Agreement whether or not the Work is fabricated,
installed or completed.
8.5 Decisions on Disputes:
8.5.1 PROJECT MANAGER will be the initial interpreter of the requirements of the
Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes and
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other matters relating to the acceptability of the Work or the interpretation of the requirements of
the Contract Documents pertaining to the performance and furnishing of the Work and claims as
provided for within this Agreement in respect of changes to the Contract Price or Contract Time
will be referred initially to PROJECT MANAGER in writing with a request for a formal decision
in accordance with this paragraph, which PROJECT MANAGER will render in writing within a
reasonable time. Written notice of each such claim, dispute and other matter will be delivered by
the claimant to PROJECT MANAGER and the other party to the Agreement promptly (but in no
event later than thirty days after the occurrence of the event giving rise thereto) and written
supporting data will be submitted to PROJECT MANAGER and the other party within sixty days
after such occurrence unless PROJECT MANAGER allows an additional period of time to
ascertain more accurate data in support of the claim.
8.5.2 When functioning as interpreter and judge as provided for within this Agreement,
PROJECT MANAGER will not show partiality to AUGUSTA or CONTRACTOR and will not be
liable in connection with any interpretation or decision rendered in good faith in such capacity.
The rendering of a decision by PROJECT MANAGER as provided for within this Agreement with
respect to any such claim, dispute or other matter (except any which have been waived by the
making or acceptance of final payment as provided for within this Agreement) will be a condition
precedent to any exercise by AUGUSTA or CONTRACTOR of such rights or remedies as either
may otherwise have under the Contract Documents or by Laws or Regulations in respect of any
such claim,dispute or other matter.
8.6 Limitations on PROJECT MANAGER's Responsibilities:
8.6.1 Neither PROJECT MANAGER's authority to act under this Article or elsewhere in
the Contract Documents nor any decision made in good faith to exercise such authority shall give
rise to any duty or responsibility of PROJECT MANAGER to CONTRACTOR, any Subcontractor,
any of their agents or employees.
8.6.2 PROJECT MANAGER shall not be responsible for the construction means, methods,
techniques, sequences, or procedures or the safety precautions and programs used. PROJECT
MANAGER shall not be responsible for CONTRACTOR'S failure to perform the Work in
accordance with the Contract Documents.
8.6.3 PROJECT MANAGER shall not be responsible for the acts or omissions of
CONTRACTOR, any Subcontractors, any agents or employees, or any other persons performing
any of the Work.
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ARTICLE 9- CHANGES IN THE WORK
1. Without invalidating the Contract, AUGUSTA may at any time or from time to time
order additions, deletions, or revisions in the Work. The AUGUSTA shall provide
CONTRACTOR with a proposal request, identifying the Work to be added, deleted or revised.
Upon receipt, CONTRACTOR shall promptly submit a written proposal for the changed work
prepared in accordance within this Agreement. If the proposal request calls only for the deletion
of Work, the AUGUSTA may order the partial suspension of any Work related to the proposed
deletion, in which case CONTRACTOR must cease performance as directed; CONTRACTOR
shall not be entitled to claim lost profits on deleted work. All changed Work shall be executed
under the applicable conditions of the Contract Documents.
2. Additional Work performed by CONTRACTOR without authorization of a Change
Order will not entitle CONTRACTOR to an increase in the Contract Price or an extension of the
Contract Time, except in the case of an emergency as provided as provided for within this
Agreement. The effect of this paragraph shall remain paramount and shall prevail irrespective of
any conflicting provisions contained in these Contract Documents.
3. Upon agreement as to changes in the Work to be performed, Work performed in an
emergency as provided for within this Agreement, and any other claim of CONTRACTOR for a
change in the Contract Time or the Contract Price, PROJECT MANAGER will prepare a written
Change Order to be signed by PROJECT MANAGER and CONTRACTOR and submitted to
AUGUSTA for approval.
4. In the absence of an agreement as provided for within this Agreement,AUGUSTA may,
at its sole discretion, issue a Work Change Directive to CONTRACTOR. Pricing of the Work
Change Directive will be in accordance within the terms of this Agreement. The Work Change
Directive will specify a price, and if applicable a time extension, determined to be reasonable by
AUGUSTA. If CONTRACTOR fails to sign such Work Change Directive, CONTRACTOR may
submit a claim in accordance within the terms of this Agreement, but CONTRACTOR shall
nevertheless be obligated to fully perform the work as directed by the Work Change Directive.
5. CONTRACTOR shall proceed diligently with performance of the Work as directed by
AUGUSTA,regardless of pending claim actions,unless otherwise agreed to in writing.
6. If notice of any change affecting the general scope of the Work or the provisions of the
Contract Documents (including, but not limited to, Contract Price or Contract Time) is required
by the provisions of any Bond to be given to a surety, the giving of any such notice will be
CONTRACTOR's responsibility, and the amount of each applicable Bond will be adjusted
accordingly.
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ARTICLE 10- CHANGES IN THE CONTRACT PRICE
1. The Contract Price constitutes the total compensation (subject to written authorized
adjustments) payable to CONTRACTOR for performing the Work. All duties, responsibilities
and obligations assigned to or undertaken by CONTRACTOR shall be at CONTRACTOR's
expense without change in the Contract Price.
2. The Contract Price may only be changed by a Change Order or by a Written
Amendment. Any claim for an increase or decrease in the Contract Price shall be based on written
notice delivered by the party making the claim to the other party and to PROJECT MANAGER
promptly (but in no event later than thirty days) after the occurrence of the event giving rise to
the claim and stating the general nature of the claim. Notice of the amount of the claim with
supporting data shall be delivered within sixty days after such occurrence (unless PROJECT
MANAGER allows an additional period of time to ascertain more accurate data in support of the
claim) and shall be accompanied by claimant's written statement that the amount claimed covers
all known amounts (direct,indirect and consequential) to which the claimant is entitled as a result
of the occurrence of said event. All claims for adjustment in the Contract Price shall be
determined by PROJECT MANAGER
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ARTICLE 11- CHANGE OF CONTRACT TIME
1. The Contract Time may only be changed by a Change Order. Any request for an
extension in the Contract Time shall be made in writing and delivered to PROJECT MANAGER
and AUGUSTA within seven (7) calendar days of the occurrence first happening and resulting in
the claim. Written supporting data will be submitted to PROJECT MANAGER and AUGUSTA
within fifteen (15) calendar days after such occurrence unless the AUGUSTA allows additional
time. All claims submitted by CONTRACTOR for adjustments to the Contract Time must set
forth in detail the reasons for and causes of the delay and clearly indicate why the subject delay
was beyond CONTRACTOR's control or fault.
2. If CONTRACTOR is delayed at any time in the performance, progress,commencement,
or completion of the Work by any act or neglect of AUGUSTA or PROJECT MANAGER, or by an
employee of either, or by any separate CONTRACTOR employed by AUGUSTA, or by changes
ordered in the Work, or by labor disputes, fire, unavoidable casualties, utility conflicts which
could not have been identified or foreseen by CONTRACTOR using reasonable diligence, or any
causes beyond CONTRACTOR's control or fault, then the Contract Time shall be extended by
Change Order for such reasonable time as AUGUSTA may determine. CONTRACTOR shall be
entitled to an extension of time for such causes only for the number of days of delay which
AUGUSTA may determine to be due solely to such causes and only to the extent such
occurrences actually delay the completion of the Work and then only if CONTRACTOR shall
have strictly complied with all the requirements of the Contract Documents. Provided,however,
notwithstanding anything in the Contract Documents to the contrary, no interruption,
interference, inefficiency, suspension or delay in the performance, progress, commencement or
completion of the Work for any cause whatsoever, including those for which AUGUSTA or
PROJECT MANAGER may be responsible in whole or in part, shall relieve CONTRACTOR of its
duty to perform or give rise to any right to damages or additional compensation from
AUGUSTA. CONTRACTOR's sole and exclusive remedy against AUGUSTA for interruption,
interference, inefficiency, suspension or delay of any aspect of the Work shall be the right to seek
an extension to the Contract Time in accordance with the procedures set forth herein.
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ARTICLE 12- WARRANTY AND GUARANTEE; CORRECTION,
REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK
12.1 Warranty and Guarantee:
1. CONTRACTOR warrants and guarantees to AUGUSTA that all materials and
equipment will be new unless otherwise specified and that all work will be of good quality,
performed in a workmanlike manner, free from faults or defects, and in accordance with the
requirements of the Contract Documents andany inspections, tests, or approvals referred to in
this Article. All unsatisfactory Work, all faulty Work and all Work not conforming to the
requirements of the Contract Documents or such inspections, tests, approvals, or all applicable
building,construction and safety requirements shall be considered defective. Notice of all defects
shall be given to CONTRACTOR by PROJECT MANAGER. All defective work,whether or not in
place,may be rejected,corrected,or accepted as provided in this Article.
2. CONTRACTOR shall warrant and guarantee to AUGUSTA that all materials and
equipment will be new unless otherwise specified and that all work will be of good quality,
performed in a workmanlike manner, free from faults or defects, and in accordance with the
requirements of the Contract Documents and any inspections, tests, or approvals referred to in
this Article. All unsatisfactory Work, all faulty Work and all Work not conforming to the
requirements of the Contract Documents or such inspections, tests, approvals, or all applicable
building,construction and safety requirements shall be considered defective.
3. CONTRACTOR shall warrant and guarantee to AUGUSTA that all Work will be
covered by a Warranty for a period of One (1) Calendar year, unless otherwise specified by
requisite permit(s). Said Warranty runs directly from the CONTRACTOR to each individual
property owner.
12.2 Access to Work:
1. For the duration of the Work, PROJECT MANAGER and its representatives, other
designated representatives of AUGUSTA, and authorized representatives of any regulatory
agency shall at all times be given access to the Work. CONTRACTOR shall provide proper
facilities for such access and observation of the Work and also for any inspection or testing by
others.
12.3 Uncovering Work:
1. If any Work required to be inspected, tested or approved is covered prior thereto
without the prior written approval of PROJECT MANAGER, or if any Work is covered contrary
to the request of PROJECT MANAGER,the Work shall,if requested by PROJECT MANAGER,be
uncovered for observation, inspection, testing or approval and replaced at CONTRACTOR's
expense.
2. If PROJECT MANAGER considers it necessary or advisable that covered Work be
observed by PROJECT MANAGER or inspected or tested by others, CONTRACTOR,at PROJECT
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MANAGER'S request, shall uncover, expose or otherwise make available for observation,
inspection or testing as PROJECT MANAGER may require, that portion of the Work in question,
furnishing all necessary labor, material and equipment. If it is found that such Work is defective,
CONTRACTOR shall bear all direct and consequential costs of such uncovering, exposure,
observation,inspection and testing and of satisfactory reconstruction(including but not limited to
fees and charges of PROJECT MANAGERS, architects, attorneys and other PROJECT
MANAGERs), and AUGUSTA shall be entitled to an appropriate decrease in the Contract Price
and, if the parties are unable to agree as to the amount thereof, AUGUSTA may make a claim
therefor as provided for within this Agreement. If, however, such Work is not found to be
defective,CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the
Contract Time, or both, directly attributable to such uncovering, exposure, observation,
inspection, testing and reconstruction, and, if the parties are unable to agree as to the amount or
extent thereof, CONTRACTOR may make a claim therefore as provided for within this
Agreement
12.4 AUGUSTA May Stop the Work:
1. When Work is defective or when CONTRACTOR fails to supply sufficient skilled
workmen or suitable materials or equipment or make prompt payments to Subcontractors for
labor, materials, or equipment or if CONTRACTOR violates any provisions of these Contract
Documents, AUGUSTA may order CONTRACTOR to stop the Work until the cause for such
order has been eliminated. However, this right of AUGUSTA to stop the Work shall not give rise
to any duty on the part of AUGUSTA to exercise this right for the benefit of CONTRACTOR or
any other party. CONTRACTOR shall have no right to claim an increase in the Contract Price or
Contract Time or other damages for a stop work order under this paragraph.
12.5 Correction or Removal of Defective Work:
1. When directed by PROJECT MANAGER, CONTRACTOR shall promptly, without cost
to AUGUSTA and as specified by PROJECT MANAGER, either correct the defective Work
whether fabricated, installed, or completed, or remove it from the site and replace it with non-
defective Work. If CONTRACTOR does not correct such defective Work or remove and replace
such defective Work within a reasonable time, as specified in a written notice from PROJECT
MANAGER, AUGUSTA may have the deficiency corrected. All direct and indirect costs of such
correction shall be paid by CONTRACTOR or deducted from payment to CONTRACTOR.
CONTRACTOR will also bear the expense of correcting or removing and replacing all Work of
others destroyed or damaged by the correction,removal,or replacement of the defective Work.
12.6 One Year Correction Period:
1. If, after approval of final payment and prior to the expiration of one year after the date
of substantial completion or such longer period of time as may be prescribed by law;by the terms
of any applicable special guarantee required by the Contract Documents; and/or as specified by
requisite permit(s), any Work or materials are found to be defective, incomplete, or otherwise not
in accordance with the Contract Documents, CONTRACTOR shall promptly, without cost to
AUGUSTA and in accordance with AUGUSTA's written instructions, either correct such
defective Work or if it has been rejected by AUGUSTA,remove it from the Site and replace it with
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CREATION DATE:AUGUST 2016
non-defective Work. If CONTRACTOR does not promptly comply with the terms of such
instructions, AUGUSTA may have the defective Work corrected, removed, or replaced. All
direct, indirect and consequential costs of such removal and replacement (including but not
limited to fees and charges of engineers, architects, attorneys and other PROJECT MANAGERs)
will be paid by CONTRACTOR.
12.7 Neglected Work by CONTRACTOR
1. If CONTRACTOR neglects to execute the Work in accordance with the Contract
Documents, including any requirements of the progress schedule, PROJECT MANAGER may
direct CONTRACTOR to submit a recovery plan and take specific corrective actions including,
but not limited to, employing additional workmen and/or equipment, and working extended
hours and additional days,all at no cost to AUGUSTA in order to put the Work back on schedule.
If CONTRACTOR fails to correct the deficiency or take appropriate corrective action, AUGUSTA
may terminate the contract or CONTRACTOR's right to proceed with that portion of Work and
have the Work done by others. The cost of completion under such procedure shall be charged
against CONTRACTOR. A Change Order shall be issued incorporating the necessary revisions in
the Contract Documents, including an appropriate reduction in the Contract Price. If the
payments due CONTRACTOR are not sufficient to cover such amount,CONTRACTOR shall pay
the difference to AUGUSTA.
2. Should CONTRACTOR work overtime, weekends or holidays to regain the schedule,
all costs to AUGUSTA of associated inspection, construction management and resident engineers
shall be identified to CONTRACTOR and the Contract Price reduced by a like amount via
Change Order.
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ARTICLE 13- SUSPENSION OF WORK AND TERMINATION
13.1 AUGUSTA May Suspend Work:
1. AUGUSTA may, at any time and without cause, suspend the Work or any portion
thereof for a period of not more than ninety days by notice in writing to CONTRACTOR and
PROJECT MANAGER which will fix the date on which Work will be resumed. CONTRACTOR
shall resume the Work on the date so fixed. CONTRACTOR shall be allowed an adjustment in the
Contract Price or an extension of the Contract Time, or both, directly attributable to any
suspension if CONTRACTOR makes an approved claim therefore as provided for within this
Agreement.
13.2 Termination For Cause:
1. Upon the occurrence of any one or more of the following events:
1.1. if CONTRACTOR commences a voluntary case under any chapter of the
Bankruptcy Code (Title 11, United States Code), as now or hereafter in effect, or if
CONTRACTOR takes any equivalent or similar action by filing a petition or otherwise under any
other federal or state law in effect at such time relating to the bankruptcy or insolvency;
1.2. if a petition is filed against CONTRACTOR under any chapter of the
Bankruptcy Code as now or hereafter in effect at the time of filing, or if a petition is filed seeking
any such equivalent or similar relief against CONTRACTOR under any other federal or state law
in effect at the time relating to bankruptcy or insolvency;
1.3. if CONTRACTOR makes a general assignment for the benefit of creditors;
1.4. if a trustee, receiver, custodian or agent of CONTRACTOR is appointed under
applicable law or under contract, whose appointment or authority to take charge of property of
CONTRACTOR is for the purpose of enforcing a Lien against such property or for the purpose of
general administration of such property for the benefit of CONTRACTOR's creditors;
1.5. if CONTRACTOR admits in writing an inability to pay its debts generally, as
they become due;
1.6. if CONTRACTOR fails to perform the Work in accordance with the Contract
Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable
materials or equipment or failure to adhere to the progress schedule established within this
Agreement as revised from time to time);
1.7. if CONTRACTOR disregards Laws or Regulations of any public body having
jurisdiction;
1.8. if CONTRACTOR disregards the authority of PROJECT MANAGER;or
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1.9. if CONTRACTOR otherwise violates in any substantial way any provisions of
the Contract Documents,
AUGUSTA may, after giving CONTRACTOR (and the surety, if there be one) seven days'
written notice and to the extent permitted by Laws and Regulations, terminate the services of
CONTRACTOR,exclude CONTRACTOR from the site and take possession of the Work and of all
CONTRACTOR's tools, appliances,construction equipment and machinery at the site and use the
same to the full extent they could be used by CONTRACTOR (without liability to
CONTRACTOR for trespass or conversion), incorporate in the Work all materials and equipment
stored at the site or for which AUGUSTA has paid CONTRACTOR but which are stored
elsewhere, and finish the Work as AUGUSTA may deem expedient. In such case CONTRACTOR
shall not be entitled to receive any further payment until the Work is finished. If the unpaid
balance of the Contract Price exceeds the direct, indirect and consequential costs of completing
the Work (including but not limited to fees and charges of PROJECT MANAGERs, architects,
attorneys and other PROJECT MANAGERs and court and arbitration costs) such excess will be
paid to CONTRACTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pay the
difference to AUGUSTA. Such costs incurred by AUGUSTA will be approved as to
reasonableness by PROJECT MANAGER and incorporated in a Change Order, but when
exercising any rights or remedies under this paragraph, AUGUSTA shall not be required to
obtain the lowest price for the Work performed.
2. In the event AUGUSTA terminates the contract for cause and it is subsequently
judicially determined that there was no cause for termination, the termination for convenience
provision will be the means for disposition of the balance of the contract obligations.
13.3 Termination for Convenience
Upon seven working days' written notice to CONTRACTOR and PROJECT MANAGER,
AUGUSTA may, without cause and without prejudice to any other right or remedy of
AUGUSTA, elect to terminate the Contract. In such case, CONTRACTOR shall be paid (without
duplication of any items):
1. For completed and acceptable Work executed in accordance with the Contract
Documents prior to the effective date of termination, including fair and reasonable sums for
overhead and profit on such Work;
2. For expenses sustained prior to the effective date of termination in performing services
and furnishing labor, materials or equipment as required by the Contract Documents in
connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on
such expenses; -
3. For all claims, costs, losses and damages incurred in settlement of terminated contracts
with Subcontractors,suppliers and others;and
4. For reasonable expenses directly attributable to termination.
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5. CONTRACTOR shall not be paid on account of loss of anticipated profits or
revenue or other economic loss arising out of or resulting from such termination.
6. Where CONTRACTOR's services have been so terminated by AUGUSTA, the
termination will not affect any rights or remedies of AUGUSTA against CONTRACTOR then
existing or which may thereafter accrue. Any retention or payment of moneys due
CONTRACTOR by AUGUSTA will not release CONTRACTOR from liability.
13.4 CONTRACTOR May Stop Work or Terminate:
If through no act or fault of CONTRACTOR, the Work is suspended for a period of more
than ninety calendar days by AUGUSTA or under an order of court or other public authority, or
PROJECT MANAGER fails to act on any Application for Payment within thirty days after it is
submitted or AUGUSTA fails for thirty-one days to pay CONTRACTOR any sum finally
determined to be due, then CONTRACTOR may upon seven working days' written notice to
AUGUSTA and PROJECT MANAGER and provided AUGUSTA or PROJECT MANAGER did
not remedy such suspension or failure within that time, terminate the Agreement and recover
from AUGUSTA payment on the same terms as provided for within this Agreement. In lieu of
terminating the Agreement and without prejudice to any other right or remedy, if PROJECT
MANAGER has failed to act on an Application for Payment within thirty days after it is
submitted or AUGUSTA has failed for thirty-one calendar days after it is submitted to pay
CONTRACTOR any sum finally determined to be due, CONTRACTOR may upon seven days'
written notice to AUGUSTA and PROJECT MANAGER stop the Work until receipt of payment of
all such amounts due CONTRACTOR, including interest thereon. The provisions of this
paragraph are not intended to preclude CONTRACTOR from making claim as provided for
within this Agreement for an increase in Contract Price or Contract Time or otherwise for
expenses or damage directly attributable to CONTRACTOR's stopping Work as permitted by this
paragraph. The provisions of this paragraph shall not relieve CONTRACTOR of the obligations
as provided for within this Agreement to carry on the Work in accordance with the progress
schedule and without delay during disputes and disagreements with AUGUSTA.
13.5 SPECIFIED EXCUSES FOR DELAY OR NON-PERFORMANCE
CONTRACTOR is not responsible for delay in performance caused by hurricanes, tornadoes,
floods, and other severe and unexpected acts of nature. In any such event, the contract price and
schedule shall be equitably adjusted.
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ARTICLE 14- PAYMENTS TO CONTRACTOR AND COMPLETION
-PAYMENTS SHALL BE MADE IN ACCORDANCE WITH APPROVED PAY APPLICATION(S).
CONTRACTOR shall provide pricing and details of said work as requested by PROJECT
MANAGER.
AUGUSTA shall compensate the CONTRACTOR for services, which have been authorized by
AUGUSTA under the terms of this Agreement.
The CONTRACTOR may submit to AUGUSTA an application for payment, in a form acceptable
to AUGUSTA and accompanied by all support documentation requested by AUGUSTA, for
payment for the services, which were completed during the billing period. AUGUSTA shall
review for approval said invoices. AUGUSTA shall have the right to reject payment of any
invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as
determined solely by AUGUSTA, are unreasonably in excess of the actual work completed.
AUGUSTA shall pay each such invoice or portion thereof as approved, provided that the
approval or payment of any such invoice shall not considered to be evidence of performance by
the CONTRACTOR to the point indicted by such invoice, or of receipt of acceptance by
AUGUSTA of the service covered by such invoice. AUGUSTA shall pay any undisputed items
contained in such invoices.
Each invoice shall be accompanied by a letter progress report describing the total work
accomplished for each phase and any problems,which have been encountered,which may inhibit
execution of the work. The CONTRACTOR shall also submit an accurate updated schedule, and
an itemized description of the percentage of total work completed for each phase during the
billing period.
When AUGUSTA authorizes the CONTRACTOR to proceed with the work authorized in a Task
Order, it agrees to pay the CONTRACTOR for work completed, on the basis of Task Order Bid
Schedule.
GEORGIA PROMPT PAY ACT:
This Agreement is intended by the Parties to, and does, supersede any and all provisions of the
Georgia Prompt Pay Act, O.C.G.A. Section 13-11-1, et seq. In the event any provision of this
Agreement is inconsistent with any provision of the Prompt Pay Act, the provision of this
Agreement shall control.
Defective pricing
To the extent that the pricing provided by CONTRACTOR is erroneous and defective, the parties
may,by agreement,correct pricing errors to reflect the intent of the parties.
Interest
Notwithstanding any provision of the law to the contrary, the parties agree that no interest shall
be due CONTRACTOR on any sum held as retainage pursuant to the Contract Documents and
CONTRACTOR specifically waives any claim to same.
39 OF 50 CREATION DATE:AUGUST 2016
ARTICLE 15- DISPUTE RESOLUTION
1. All disputes arising under this Contract or its interpretation whether involving law or
fact or both, or extra work, and all claims for alleged breach of contract shall within ten (10)
working days of the commencement of the dispute be presented by CONTRACTOR to
AUGUSTA for decision. All papers pertaining to claims shall be filed in quadruplicate. Such
notice need not detail the amount of the claim but shall state the facts surrounding the claim in
sufficient detail to identify the claim, together with its character and scope. In the meantime,
CONTRACTOR shall proceed with the Work as directed. Any claim not presented within the
time limit specified in this paragraph shall be deemed to have been waived, except that if the
claim is of a continuing character and notice of the claim is not given within ten(10)working days
of its commencement, the claim will be considered only for a period commencing ten (10)
working days prior to the receipt by AUGUSTA of notice thereof. Each decision by AUGUSTA
will be in writing and will be mailed to CONTRACTOR by registered or certified mail, return
receipt requested,directed to his last known address.
2. All claims, disputes and other matters in question between AUGUSTA and
CONTRACTOR arising out of, or relating to, the Contract Documents or the breach thereof shall
be decided under Georgia Law in the Superior Court of Richmond County, Georgia.
CONTRACTOR by execution of the Contract consents to jurisdiction and venue in the Superior
Court of Richmond County,Georgia,and waives any right to contest same.
3. RESPONSIBILITY FOR CLAIMS AND LIABILITY
The CONTRACTOR shall be responsible for any and all damages to properties or persons caused
by its employees, subcontractors, or agents, and shall hold harmless AUGUSTA, its officers,
agents and employees from all suits, claims, actions or damages of any nature whatsoever to the
extent found to be resulting from the CONTRACTOR, its subcontracts, or agent in the negligent
performance or non-performance of work under this Agreement. These indemnities shall not be
limited by reason of the listing of any insurance coverage.
40 OF 50 CREATION DATE:AUGUST 2016
ARTICLE 15- MISCELLANEOUS
15.1. Giving Notice:
Whenever any provision of the Contract Documents requires the giving of written notice,
it will be deemed to have been validly given if delivered in person to the individual or to a
member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or
sent by registered or certified mail, postage prepaid, to the last business address known to the
giver of the notice.
All notices shall be in writing and delivered in person or transmitted by certified mail,
postage prepaid. Notices shall be addressed as follows:
AUGUSTA: CONTRACTOR:
ADMINISTRATOR L6i+ (oRS17q1fiioo
AUGUSTA,GEORGIA (p11 lfi*Pr
535 Telfair Street ('t.tl k 30t()
Suite 910
Augusta,GA 30911
Copy to:
DIRECTOR
AUGUSTA UTILITIES DEPARTMENT
360 Bay Street,Suite 180
Augusta,GA 30901
15.2 Computation of Time:
1. When any period of time is referred to in the Contract Documents by days, it will
be computed to exclude the first and include the last day of such period. If the last day of any
such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the
applicable jurisdiction,such day will be omitted from the computation.
2. A calendar day of twenty-four hours measured from midnight to the next
midnight shall constitute a day.
15.3 PROFESSIONAL STANDARDS
The standard of care for all services performed or furnished by CONTRACTOR under this
Agreement will be the level of care and that is ordinarily used by members of CONTRACTOR'S
profession practicing under similar conditions.
15.4 PERSONNEL
The CONTRACTOR represents that it has secured or will secure,at its own expense,all personnel
necessary to complete this Agreement; none of whom shall be employees of, or have any
contractual relationship with, AUGUSTA. All of the services required hereunder will be
41 OF 50 CREATION DATE:AUGUST 2016
performed by the CONTRACTOR under its supervision, and all personnel engaged in the work
shall be qualified and shall be authorized or permitted under law to perform such services.
All key professional personnel, including subcontractors, engaged in performing services for the
CONTRACTOR under this agreement are indicated in a personnel listing attached hereto as
Attachment C - Listing of Key Personnel and incorporate herein by reference. No changes or
substitution shall be permitted in the CONTRACTOR's Key Personnel without the prior written
approval of AUGUSTA or his designee.
15.5 RESPONSIBILITY FOR CLAIMS AND LIABILITY
1. The CONTRACTOR shall be responsible for any and all damages to properties or
persons caused by its employees, subcontractors, or agents, and shall hold harmless AUGUSTA,
its officers, agents and employees from all suits, claims, actions or damages of any nature
whatsoever to the extent found to be resulting from the CONTRACTOR,its subcontracts,or agent
in the negligent performance or non-performance of work under this Agreement. These
indemnities shall not be limited by reason of the listing of any insurance coverage.
2. Should AUGUSTA or CONTRACTOR suffer injury or damage to person or
property because of any error, omission or act of the other party or of any of the other party's
employees or agents or others for whose acts the other party is legally liable, claim should be
made in writing to the other party within a reasonable time of the first observance of such injury
or damage. The provisions as provided for within this Agreement shall not be construed as a
substitute for or a waiver of the provisions of any applicable statute of limitations or repose.
15.6. INDEPENDENT CONTRACTOR
The CONTRACTOR shall perform the services under this Agreement as an independent
contractor and nothing contained herein shall be construed to be inconsistent with this
relationship or status. Nothing in this Agreement shall be interpreted or construed to constitute
the CONTRACTOR or any of its agents or employees to be the agent,employee, or representative
of AUGUSTA.
15.7 OPEN RECORDS
CONTRACTOR acknowledge that all records relating to this Agreement and the services to be
provided under the contract may be a public record subject to Georgia's Open Records Act
(O.C.G.A. § 50-18-70,et seq.). CONTRACTOR shall cooperate fully in responding to such request
and making all records,not exempt,available for inspection and copying as provided by law.
15.7 RECORDS RETENTION
CONTRACTOR shall keep adequate records and supporting documentation applicable to this
Work and Contract. Said records and documentation shall be retained by CONTRACTOR for a
minimum of five (5) years from the date of final completion or termination of this Contract.
AUGUSTA shall have the right to audit,inspect,and copy all such records and documentation as
often as AUGUSTA deems necessary during the period of the Contract and for a period of five (5)
42 OF 50 CREATION DATE:AUGUST 2016
years thereafter provided,however,such activity shall be conducted only during normal business
hours. AUGUSTA, during this period of time, shall also have the right to obtain a copy of and
otherwise inspect any audit made at the direction of CONTRACTOR as concerns the aforesaid
records and supporting documentation.
15.8 COVENANT AGAINST CONTINGENT FEES
The CONTRACTOR warrants that no person or selling agency has been employed or retained to
solicit or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established
commercial or selling agencies maintained by CONTRACTOR for the purpose of securing
business and that the CONTRACTOR has not received any non- AUGUSTA fee related to this
Agreement without the prior written consent of AUGUSTA. For breach or violation of this
warranty, AUGUSTA shall have the right to annul this Agreement without liability or at its
discretion to deduct from the Agreement Price of consideration the full amount of such
commission,percentage,brokerage or contingent fee.
15.9 EQUAL EMPLOYMENT OPPORTUNITY
During the performance of this Agreement, the CONTRACTOR agrees as follows: (1) the
CONTRACTOR will not discriminate against any employee or applicant for employment because
of race, creed, color, sex or national origin; (2) the CONTRACTOR will, in all solicitations or
advertisements for employees placed by qualified applicants, receive consideration for
employment without regard to race, creed, color, sex or national origin; (3) the CONTRACTOR
will cause the foregoing provisions to be inserted in all subcontracts for any work covered by the
Agreement so that such provision will be binding upon each subcontractor, provided that the
foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies
of raw materials.
15.10 DRUG FREE WORK PLACE
CONTRACTOR shall be responsible for insuring that its employees shall not be involved in any
manner with the unlawful manufacture, distribution, dispensation, possession, sale or use of a
controlled substance in the workplace. For purposes of the policy, "workplace" is defined as
AUGUSTA owned or leased property, vehicles, and project or client site. Any violation of the
prohibitions may result in discipline and/or immediate discharge.
CONTRACTOR shall notify the appropriate federal agencies of an employee who has a criminal
drug statute conviction for workplace violation.
CONTRACTOR may require drug or alcohol testing of employees when contractually or legally
obligated, or when good business practices would dictate.
15.11 ANTI-KICKBACK CLAUSE
Salaries of architects, drafters,engineer's,and technicians performing work under this Agreement
shall be paid unconditionally and not less often than once a month without deduction or rebate
on any account except only such payroll deductions as are mandatory by law. The
43 OF 50 CREATION DATE:AUGUST 2016
CONTRACTOR hereby promises to comply with all applicable "Anti-kickback" laws, and shall
insert appropriate provisions in all subcontracts covering work under this Agreement.
15.12 AUDITS AND INSPECTORS
At any time during normal business hours and as often as AUGUSTA may deem necessary, the
CONTRACTOR shall make available to AUGUSTA and/or audit representatives of AUGUSTA
for examination all of its records with respect to all matters covered by this Agreement. It shall
also permit AUGUSTA and/or representatives of the audit,examine and make copies,excerpts or
transcripts from such records of personnel, conditions of employment and other data relating to
all matters covered by this Agreement.
The CONTRACTOR shall maintain all books, documents, papers, accounting records and other
evidence pertaining to costs incurred on the Project and used in support of its proposal and shall
make such material available at all reasonable times during the period of the Agreement, and for
three years from the date of final payment under the Agreement, for inspection by AUGUSTA or
any reviewing agencies,and copies thereof shall be furnished upon request at cost plus 10%. The
CONTRACTOR agrees that the provisions of this Article shall be included in any Agreements it
may make with any subcontractor,assignee,or transferee.
15.13 ASSIGNABILITY
The CONTRACTOR shall not assign or transfer whether by an assignment or novation, any of its
rights, obligations, benefits, liabilities or other interest under this Agreement without the written
consent of AUGUSTA.
15.14 PROHIBITED INTERESTS
1. Conflict of Interest: The CONTRACTOR agrees that it presently has no interest and
shall acquire no interest, direct or indirect, that would conflict in any manner or degree
with the performance of its services hereunder. The CONTRACTOR further agrees that,
in the performance of the Agreement,no person having such interest shall be employed.
2. Interest of Public Officials: No member, officer, or employee of AUGUSTA during
his tenure or for one year thereafter, shall have any interest, direct or indirect, in this
Agreement or the proceeds thereof.
3. Employment of AUGUSTA's Personnel: The CONTRACTOR shall not employ any
person or persons in the employ of AUGUSTA for any work required by the terms of the
Agreement, without the written permission of AUGUSTA except as may otherwise be
provided for herein.
15.15 VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of AUGUSTA, either
before, during, or after the execution of this Agreement, shall affect or modify any of the terms or
obligations herein contained, nor shall such verbal agreement or conversation entitle the
44 OF 50 CREATION DATE:AUGUST 2016
CONTRACTOR to any additional payment whatsoever under the terms for this Agreement. All
changes to this Agreement shall be in writing and appended hereto as prescribed within this
Agreement
15.16 LOCAL SMALL BUSINESS:
In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Contractors agree to collect and
maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local
Small Business Opportunity Program and to make such records available to Augusta, Georgia
upon request.The requirements of the Local Small Business Opportunity Program can be found at
www.augustaga.gov. In accordance with AUGUSTA, GA. CODE, Contractors shall report to
Augusta, Georgia the total dollars paid to each subcontractor, vendor, or other business on each
contract, and shall provide such payment affidavits, regarding payment to subcontractors, if any, as
required by Augusta, Georgia. Such utilization reports shall be in the format specified by the
Director of Minority and Small Business Opportunities, and shall be submitted at such times as
required by Augusta, Georgia. Required forms can be found at www.augustaga.gov. If you need
assistance completing a form or filing information, please contact the Local Small Business
Opportunity Program Office at (706)821-2406. Failure to provide such reports within the time
period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the
remedies set forth, including but not limited to, withholding payment from the contractor.
15.17 E-VERIFY:
All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical
performance of services shall be required to execute an Affidavit verifying its compliance with
O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is
contracting with Augusta, Georgia has registered with and is participating in a federal work
authorization program. All contractors and subcontractors must provide their E-Verify number
and must be in compliance with the electronic verification of work authorized programs operated
by the United States Department of Homeland Security or any equivalent federal work
authorization program operated by the United States Department of Homeland Security to verify
information of newly hired employees, pursuant to the Immigration Reform and Control Act of
1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines
established in O.C.G.A. § 13-10-91 and shall continue to use the federal authorization program
throughout the contract term. All contractors shall further agree that, should it employ or
contract with any subcontractor(s) in connection with the physical performance of services
pursuant to its contract with Augusta, Georgia the contractor will secure from such
subcontractor(s) each subcontractor's E-Verify number as evidence of verification of compliance
with O.C.G.A. § 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a
substantially similar form. All contractors shall further agree to maintain records of such
compliance and provide a copy of each such verification to Augusta, Georgia at the time the
subcontractor(s) is retained to perform such physical services
EXTENT OF THE AGREEMENT
This Agreement represents the entire agreement between AUGUSTA and CONTRACTOR and
supersedes all prior negotiations,representations and agreements,either written or oral.
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ACKNOWLEDGEMENTS
"Contractor acknowledges that this contract and any changes to it by amendment, modification,
change order or other similar document may have required or may require the legislative
authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law,
Contractor is deemed to possess knowledge concerning Augusta, Georgia's ability to assume
contractual obligations and the consequences of Contractor's provision of goods or services to
Augusta, Georgia under an unauthorized contract, amendment, modification, change order or
other similar document, including the possibility that the Contractor may be precluded from
recovering payment for'such unauthorized goods or services.Accordingly, Contractor agrees that
if it provides goods or services to Augusta, Georgia under a contract that has not received proper
legislative authorization or if the Contractor provides goods or services to Augusta, Georgia in
excess of the any contractually authorized goods or services, as required by Augusta, Georgia's
Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or
services provided by Contractor. Contractor assumes all risk of non-payment for the provision of
any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or
to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia,
however characterized, including, without limitation, all remedies at law or equity." This
acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods
and services, except revenue producing contracts
[SIGNATURES ON FOLLOWING PAGE]
46 OF 50 CREATION DATE:AUGUST 2016
IN WITNESS WHEREOF,said parties have hereunto set their seals the day and year written
below:
CITY: CONTRACTOR:
AUGUSTA,GEORGIA (AUG ( j4 CI V cV 00
BYL���.�!L
PRINTED NAME: PRINTED NAME £n 5H'i&Oran
67-,17((e. S ITS: MAYOR
AS ITS: t S 1 CIO)1-"
ATTEST CLERK: ATTEST:
mA,1-t ( ''
PI1INTEDN : , 0. ', 0'.4,,V„fPRINTED NAME 'Vi( /rias)
AITS: *r i Clerk f Commission AS ITS: c-cm6rX
DATE: "' b~ ` DATE: 1O I j2l
I IP
14444
C 4py To: � m �
D ECTOR _
___,)
AU USA UTILITIES DEPARTMENT
360 Bay Street,Suite 180
Augusta,GA 30901
47 OF 50 CREATION DATE:AUGUST 2016
ATTACHMENT A SCOPE OF SERVICES
-TASK ORDER PROGRAM
PROJECT DESCRIPTION:
Projects shall consist of,but are not limited to the installation,maintenance and/or repair of
potable water and sanitary sewer lines,including all appurtenances related thereto. Said projects
may be further defined as:
I.) Emergency Projects:
Projects which require attention within two (2) hours of notification, examples include
shut downs or water main breaks, etc.
Contractors will be contacted in a rotating basis to preform emergency work as needed.
The selected contractors will be required to respond to the work request within a two (2)
hour period.
When time permits, a bid schedule will be provided Contractor in advance of the work.
In these instances, Contractor will be required to provide a completed bid schedule to the
Augusta Utilities Department for approval prior to beginning work.
II.)Pre-planned Urgent Projects:
Projects will generally within the following categories: (i) general maintenance; ii
routine repairs; and/or (iii) new construction. maintenance; (
)
Contractors will bid on any designated TASK ORDER PROGRAM project as proposed by
the Augusta Utilities Department(AUD).
AUD shall provide all required plans, specifications, bid sheets, details, etc. and project
management for each project.
AUD will then enter into a detailed contractual agreement with Contractor to provide the
construction services necessary to complete specific projects as awarded under the TASK
ORDER PROGRAM. Contractor will be required to complete each awarded project as
defined in referenced project plans, specifications, and bid documents.
48 OF 50 CREATION DATE:AUGUST 2016
ATTACHMENT B - COMPENSATION
AUGUSTA shall compensate the CONTRACTOR for services, which have been authorized by
AUGUSTA under the terms of this Agreement.
The CONTRACTOR may submit to AUGUSTA an application for payment, in a form acceptable
to AUGUSTA and accompanied by all support documentation requested by AUGUSTA, for
payment for the services, which were completed during the billing period. AUGUSTA shall
review for approval said invoices. AUGUSTA shall have the right to reject payment of any
invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as
determined solely by AUGUSTA, are unreasonably in excess of the actual phase of completion of
each phase. AUGUSTA shall pay each such invoice or portion thereof as approved,provided that
the approval or payment of any such invoice shall not considered to be evidence of performance
by the CONTRACTOR to the point indicted by such invoice, or of receipt of acceptance by
AUGUSTA of the service covered by such invoice. AUGUSTA shall pay any undisputed items
contained in such invoices.
AUGUSTA shall make no payments for stored material.
Each invoice shall be accompanied by a letter progress report describing the total work
accomplished for each phase and any problems,which have been encountered,which may inhibit
execution of the work. The CONTRACTOR shall also submit an accurate updated schedule, and
an itemized description of the percentage of total work completed for each phase during the
billing period.
When AUGUSTA authorizes the CONTRACTOR to proceed with the work authorized in a Task
Order, it agrees to pay the CONTRACTOR for work completed, on the basis of the standard
billing rates shown in Attachment B to the Contract of those principals and employees engaged
directly on the work.
To the extent that the pricing provided by CONTRACTOR is erroneous and defective, the parties
may,by agreement,correct pricing errors to reflect the intent of the parties.
The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act.
49 OF 50
CREATION DATE:AUGUST 2016
ATTACHMENT C - LISTING OF KEY PERSONNEL
CONTRACTOR shall provide qualified personnel to perform its work. The list of key personnel
below, including a designated Program Manager will not change or be reassigned without the
written approval of AUGUSTA. Those personnel committed for this work are as follows:
Name Title/Position Contact Information
Gies ifi coYlox Pve iCILY1t 10e- 63 -5•32C7
50 OF 50 CREATION DATE:AUGUST 2016