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HomeMy WebLinkAboutCONTRACT BETWEEN AUGUSTA, GEORGIA AND HI-LITE AIRFIELD SERVICES, LLC FOR RUNWAY MARKINGS AND REHABILITATION CONTRACT FOR RFB# 17-208 RUNWAY MARKING AND REHABILITATION BETWEEN AUGUSTA-RICHMOND COUNTY FOR THE AUGUSTA REGIONAL AIRPORT AND HI-LITE AIRFIELD SERVICES, LLC TABLE OF CONTENTS Item Description Page Article 1 Scope of Work 3 Article 2 Engineer 4 Article 3 Contract Sum and Payment 4 Article 4 Contract Time 6 Article 5 Federal Work Authorization 7 Article 6 Corporate Authority 7 Article 7 Contractor's Performance & Warranties 8 Article 8 Authorized Representatives 9 Article 9 Changes 9 Article 10 Temporary Suspension or Delay of Performance of Contract 10 Article 11 Representations & Warranties 10 Article 12 Assignment 10 Article 13 Notices 11 Article 14 Compliance with Applicable Laws and Regulations 12 Article 15 Right to Inspect Premises 12 Article 16 Royalties &Patents 12 Article 17 Prohibited Interests 13 Article 18 Insurance 13 Article 19 Indemnification & Hold Harmless 16 Article 20 Bonds 16 Article 21 Default and Termination 17 Article 22 Airport Security Requirements/Security Identification Display Area(SIDA) Badges 18 Article 23 Hazardous Materials 19 Article 24 Miscellaneous Provisions 19 Article 25 Entire Agreement 22 EXHIBITS Exhibit A Detailed Specifications and FAA Regulations Exhibit B Bid Price Sheet Exhibit C Required Submittals Exhibit D Insurance and Bonding Exhibit E (Plans/Map) RFB# 17-208 RUNWAY 17/35 Page 2 of 113 This Contract for the provision of Runway Rubber Removal and Painting (hereinafter designated as the "Contract")made and entered into as of this day of 2017, by and between the City of Augusta(City) for the Aviation Commission for the Augusta Regional Airport, (hereinafter designated as "Airport") and Hi-Lite Airfield Services, LLC (hereinafter designated as"Contractor") a Texas Limited Liability Company, whose principal office is located at 18249 H-Lite Drive, Adams Center, New York, 13606. WITNESSETH: WHEREAS,the City is the owner and operator of a full service commercial airport known as the Augusta Regional Airport; WHEREAS,the City issued a Request for Bids (RFB) for the removal of rubber from the runways and painting at the Airport; and WHEREAS, Contractor provided a bid in compliance with the City's Request for Bids and federal regulations; and WHEREAS, the Parties desire to enter into a contract for the provision of these services. NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements herein contained, the Airport and Contractor hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 The Airport is required to perform specialized Airport maintenance including the removal of rubber deposits as required by Federal Aviation Administration (FAA) standards, to remove the rubber deposits so that the runways may be un-obscured. 1.2 Contractor shall use very high pressurized hydro blasting equipment to remove the rubber embedded into the concrete. 1.3 Contractor shall adhere to the FAA's specialized criteria for the painting of runway pavements,to include runways and taxiways. These markings require specialized paint and beads per FAA AC NO. 150/5370-10F. The taxiway shoulder painting to be marked out and painted with the appropriate paint specifications. 1.4 Contractor shall rout and seal joints to minimize infiltration of water and debris in the pavement joints. _ 1.5 The Contractor hereby agrees to furnish all of the materials and all of the equipment and labor necessary, and to perform all of the work shown on the plans described in the specifications for the project entitled: RFB# 17-208 RUNWAY 17/35 Page 3 of 113 RUNWAY 17/35 MARKING REHABILITATION and in accordance with the requirements and provisions of the Contract Documents as defined in the Provisions hereto attached which are hereby incorporated and made a part of this Contract. ARTICLE 2 ENGINEER The Work has been designed by Mead & Hunt, Inc., whose corporate headquarters is located at 6501 Watts Road, Madison, WI 53719. The Airport's Director of Engineering, Adrienne Allen Ayers is referred to as the Engineer herein, and who is to assume all duties and responsibilities and have the rights and authority assigned to Engineer in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. ARTICLE 3 CONTRACT SUM AND PAYMENT 3.1. The Contract Sum. The Owner shall pay to the Contractor for completion of the Work in strict accordance with the Contract Documents, and in accordance with the unit bid prices submitted on July 6, 2017 with a contract amount of One Hundred Fifty-eight Thousand twenty-five dollars ($158,025.00). 3.2 Progress Payments. Contractor shall submit Applications for Payment in accordance with Section 90 of the General Provisions but in no case, shall submit Applications for Payment more than once per month. Application for Payment will be processed by Engineer as provided in the General Provisions. Progress payments will be made in an amount equal to the percentage indicated below,but, in each case, less the aggregate of payments previously made and less such amounts as Engineer shall determine, or Owner may withhold, in accordance with Section 90 of the General Provisions. 3.2.1 90% of Work completed as determined by Engineer. 3.2.2 90% of materials and equipment not incorporated in the Work (but delivered, suitably stored and accompanied by documentation satisfactory to Owner as provided in paragraph 90-07 of the General Provisions. 3.3 Within ten (10) days of receiving each Application for Payment, the Engineer shall either indicate in writing a recommendation of payment and present the application to the Owner, or return the Application to the Contractor indicating in writing necessary corrections. In the latter case, the Contractor shall make the corrections and resubmit the application. RFB# 17-208 RUNWAY 17/35 Page 4 of 113 3.4 Final Payment. Upon final completion and acceptance of the Work in accordance with Section 50 of the General Provisions, Owner shall pay the remainder of the Contract Price as recommended by Engineer as provided in said paragraph 90-09. 3.5 Before final payment is due the Contractor shall submit evidence satisfactory to the Engineer that all payrolls, material bills, and other indebtedness connected with the work have been paid, except that in case of disputed indebtedness or liens the Contractor may submit in lieu of evidence of payment a surety bond satisfactory to the Owner guaranteeing payment of all such disputed amounts when adjudicated in cases where such payment has not already been guaranteed by surety bond. 3.6 The making and acceptance of the final payment shall constitute a waiver of all claims by the Owner other than those arising from unsettled liens, from faulty work appearing within 12 months after final payment, from requirements of the specifications, or from manufacturers' guarantees. It shall also constitute a waiver of all claims by the Contractor except those previously made and still unsettled. 3.7 If after the Work has been substantially completed, full completion thereof is materially delayed through no fault of the Contractor, and the Engineer, so certifies, the Owner shall upon certificate of the Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 3.8 Contract Price. As full payment for the faithful performance of this Contract, the Airport shall pay the Contractor the Contract Price, which is an amount not to exceed One Hundred Fifty-eight Thousand twenty-five dollars ($158,025.00), unless changed by written Change Order in accordance with the terms of this Contract. Any increase of the Contract Price shall be by Change Order adopted and approved by the Aviation Commission and the Contractor in accordance with the terms of this Contract. Contractor's bid fours is attached hereto as Exhibit B. 3.9 Invoices. Original invoice(s) shall be submitted as follows: Risa Bingham Augusta Regional Airport 1501 Aviation Way Augusta, GA 30906 Ph: (706) 798-3236 FAX: (706) 798-1551 RFB# 17-208 RUNWAY 17/35 Page 5 of 113 ARTICLE 4 CONTRACT TIME 4.1 The Contractor shall commence the Work under this Contract within ten(10)calendar days from the date of receiving the Notice to Proceed,as evidenced by official receipt of certified mail or acknowledgment of personal delivery, and shall fully complete the Work within seven (7) calendar days from receiving such Notice to Proceed. The Contract Time may be extended only by Change Order approved and executed by the Aviation Commission and the Contractor in accordance with the terms of this Contract. 4.2 Time of Completion -- Liquidated Damages 4.2.1 It is hereby understood and mutually agreed, by and between the Contractor and the Owner,that the date of beginning, rate of progress and the time for completion of the work to be done hereunder are ESSENTIAL CONDITIONS of this Contract. Contractor agrees that said work shall be prosecuted regularly, diligently, and uninterruptedly at such rate of progress as will insure full completion thereof within the time specified. It is expressly understood and agreed by and between the Contractor and the Owner, that the time for the completion of the work described herein is a reasonable time for the completion of the same, taking into consideration the average climatic range and construction conditions prevailing in this locality. 4.2.2 It is further agreed that time is of the essence of each and every portion of this Contract and the specifications wherein a definite portion and certain length of time is fixed for the performance of any act whatsoever; and where under the Contract an additional time is allowed for the completion of any work,the new time limit fixed by extension shall be the essence of the Contract. 4.2.3 Liquidated Damages. The Contractor acknowledges that time is of the essence with respect to the Work governed by the Contract. The Contractor acknowledges and recognizes that if it fails to complete the Work within the Contract Time as may be extended in accordance with the terms of this Contract, the Owner will sustain substantial losses as a result of such failure. The Contractor further acknowledges that the County will suffer damages that are difficult, if not impossible, to accurately estimate. The Contractor shall be assessed liquidated damages in the amount of Five Hundred dollars ($500.00) for each calendar day (with the exception of weekends and holidays) that completion of the Work is delayed past the Contract time of seven (7) calendar days. The Contractor agrees that the foregoing rate is a reasonable pre-estimate of the probable damages that the Owner will suffer if completion is delayed,and said daily rate is intended to compensate the Owner for its damages and is not intended to penalize the Contractor for its delay. The Owner may deduct such liquidated damages from any unpaid amounts then or thereafter due the Contractor under the Contract. Any liquidated damages not deducted from any unpaid amounts due the Contractor are payable to the Owner at its demand, together with interest from the date of the demand at a rate equal to seven percent (7%)per annum. RFB# 17-208 RUNWAY 17/35 Page 6 of 113 ARTICLE 5 FEDERAL WORK AUTHORIZATION 5.1 Pursuant to O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02, the City cannot enter a contract for the physical performance of services unless the Contractor and its Subcontractors register and participate in the Federal Work Authorization Program to verify specific information on all new employees. 5.2 Contractor certifies that it has complied and will continue to comply with O.C.G.A. §13- 10-91 and Georgia Department of Labor Rule 300-10-1-.02. 5.3 Contractor agrees to sign an affidavit evidencing its compliance with O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02. The signed affidavit is attached to this Contract as Exhibit C. 5.4 Contractor agrees that in the event that it employs or contracts with any Subcontractor(s) in connection with this Contract, Contractor will secure from each Subcontractor an affidavit that indicates the employee-number category applicable to that Subcontractor and certifies the Subcontractor's current and continuing compliance with O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02. Any signed Subcontractor affidavit(s) obtained in connection with this Contract and shall be attached hereto as Exhibit C. ARTICLE 6 CORPORATE AUTHORITY Contractor has executed the Certificate of Corporate Authority attached hereto as Exhibit C. The officials of the Contractor executing this Contract are duly and properly in office and are fully authorized and empowered to execute the same for and on behalf of the Contractor. Contractor has all requisite power and authority to enter into and perform its obligations under this Contract. The execution and delivery by the Contractor of this Contract and the compliance by the Contractor with all of the provisions of this Contract (i) is within the purposes, powers, and authority of the Contractor; (ii) has been done in full compliance with applicable law and has been approved by the governing body of the Contractor and is legal and will not conflict with or constitute on the part of the Contractor a violation of or a breach of or a default under any indenture, mortgage, security deed,pledge,note, lease, loan, or installment sale agreement,contract, or other agreement or instrument to which the Contractor is a party or by which the Contractor is otherwise subject or bound, or any license, judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation of any court or governmental agency or body having jurisdiction over the Contractor; and (iii) has been duly authorized by all necessary action on the part of the Contractor. This Contract is the valid, legal, binding and enforceable obligation of the Contractor. RFB# 17-208 RUNWAY 17/35 Page 7 of 113 ARTICLE 7 CONTRACTOR'S PERFORMANCE AND WARRANTIES 7.1 Contractor shall, at its own expense, furnish all necessary equipment, management, supervision,labor,technical support and other accessories and services for the performance of the services as described in these Contract Documents. Such services shall be performed in strict accordance with the General Conditions, Special Conditions, and current versions of FAA Advisory Circular 150/5370-10F. 7.2 All performance shall be subject to inspection and approval by the Aviation Director or his designee as provided in said Performance Work Statement. If the Contractor's performance is, or becomes unsatisfactory, as determined by the Aviation Director, an appropriate reduction in payment due will be made from Contractor's invoice and Contractor will be directed to correct the unsatisfactory performance. The correction of unsatisfactory performance shall be at no additional cost to the Airport. 7.3 Contractor alone shall be responsible for the safety, efficiency, and adequacy of his plants, appliances, and methods, and for any damage that may result from their failure or their improper maintenance, or operation. The Contractor shall observe, comply with, and be subject to all terms, conditions, requirements and limitations of the Contract and Specifications, local ordinances, and state and federal laws; and shall do, carry on, and complete the entire Work. 7.4 The Contractor shall guarantee all Work to have been accomplished in conformance with the Contract. Neither the final certificate of payment nor any provision of the Contract, nor partial or entire occupancy or use of the Work by the Airport, shall constitute an acceptance of any part of the Work not done in accordance with the Contract, or relieve the Contractor of liability for incomplete or faulty materials or workmanship. The Contractor shall promptly remedy any omission or defect in the Work and pay for any damage to other improvements or facilities resulting from such omission or defect which shall appear within a period of one year from the date of final acceptance, unless a longer period is elsewhere specified. In the event that the Contractor should fail to make repairs,adjustments,or other remedy that may be made necessary by such defects,the Airport may do so and charge the Contractor the cost thereby incurred. The Performance Bond shall remain in full force and effect through the guarantee period. 7.5 The Contractor warrants to the Airport that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract. Work not conforming to these requirements, including substitutions not properly approved and authorized, is considered defective. The Airport, in its sole discretion, may exclude from the Contractor's warranty, remedies for damage or defect, which the Airport determines, were caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. RFB# 17-208 RUNWAY 17/35 Page 8 of 113 If required by the Airport, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. All warranties and guaranties shall extend for the greatest of one year commencing on the dates of Completion of the Work or such longer period of time as is required by the Contract. If any defect or deviation should exist, develop,be discovered or appear within such one year period,the Contractor, at it sole cost and expense and immediately upon demand, shall fully and completely repair, correct,and eliminate such defect. The foregoing warranties and guarantees are cumulative of and in addition to, and not restrictive of or in lieu of, any and all other warranties and guarantees provided for or required by law. No one or more of the warranties contained herein shall be deemed to alter or limit any other. 7.6 The obligation of this Section shall survive acceptance of the Work and termination of the Contract. All manufacturer warranties and guarantees shall be delivered to the Airport prior to Substantial Completion and such delivery shall be a condition precedent to the issuance of the Certificate of Substantial Completion. Before Final Payment, the Contractor shall assign and transfer to the Airport all guarantees warranties and agreements from all contractors, subcontractors, vendors, suppliers, or manufacturers regarding their performance quality of workmanship or quality of materials supplied in connection with the Work. The Contractor represents and warrants that all such guarantees, warranties and agreements will be freely assignable to the Airport, and that upon Final Completion of the Work, all such guarantees, warranties and agreements shall be in place and enforceable by the Airport in accordance with their terms. ARTICLE 8 AUTHORIZED REPRESENTATIVES 8.1 AIRPORT'S REPRESENTATIVE AIRPORT'S REPRESENTATIVE: shall be Tim Weegar, Director Airport Operations Department or his designee. 8.2 CONTRACTOR'S REPRESENTATIVE(S) Contractor must designate in writing a person(s) acceptable to Airport to serve as its representative ("Contractor's Representative") in all dealings with Airport. Contractor's Representative may be changed upon prior written notice delivered to Airport's Representative. Contractor's representative shall be TBD. ARTICLE 9 CHANGES The Airport may, during the Contract period, make changes to the Scope of Work, which may result in changes to the general scope of the Contract and its provisions. Written agreements, changes, or amendments to this Contract shall not be binding upon the Airport unless signed by the Aviation Commission. RFB# 17-208 RUNWAY 17/35 Page 9 of 113 ARTICLE 10 TEMPORARY SUSPENSION OR DELAY OF PERFORMANCE OF CONTRACT To the extent that it does not alter the scope of this Contract, the Airport may unilaterally order a temporary stopping of the work, or delaying of the work to be performed by Contractor under this Contract. ARTICLE 11 REPRESENTATIONS AND WARRANTIES Contractor's Representations and Warranties Regarding Capacity to Contract and Perform Work/Services. In order to induce the Airport to enter into this Contract, Contractor hereby represents and warrants to the Airport as of the date above written that: 11.1. Contractor is duly organized and validly existing in good standing under the laws of the state of Georgia in which it is organized, is qualified to do business in all jurisdictions in which it is operating, and has the power and authority to execute and deliver and to perform its obligations under this Contract and the documents to which it is signatory; and 11.2 The execution, delivery and performance by Contractor and its undersigned representative(s) of this Contract and other documents to which Contractor is a signatory do not require the approval or consent of any other person, entity or government agency and do not result in any breach of any agreement to which Contractor is a party or by which it is bound; and 11.3 The execution, delivery and performance by Contractor of this Contract and other documents to which it is a signatory have been duly authorized by all necessary action,and constitute legal, valid and binding obligations of Contractor, enforceable against Contractor in accordance with its terms; 11.4 No action, suit or proceeding to which Contractor is a party is pending or threatened that may restrain or question this Contract, or any other document to which it is a signatory, or the enjoyment of rights or benefits contemplated herein; and 11.5 Contractor has not been debarred by any city, state or federal agency. ARTICLE 12 ASSIGNMENT Without the prior written consent of Airport, Contractor may not assign,transfer or convey any of its interests under this Contract, nor delegate any of its obligations or duties under this Contract except as provided herein. 12.1 Consent of Airport Required. Any assignment of this Contract or rights under this Contract, in whole or part, without the prior written consent of Airport will be void, except that, upon ten (10) calendar days' prior written notice to Airport, Contractor may assign RFB# 17-208 RUNWAY 17/35 Page 10 of 113 monies due or to become due under this Contract. Any assignment of monies will be subject to proper setoffs in favor of Airport and to any deductions provided for in this Contract. 12.2 No Relief of Responsibilities. No assignment will be approved which would relieve Contractor of its responsibilities under this Contract. 12.3 Parties Bound. This Contract will be binding upon and inure to the benefit of Airport and Contractor and their respective successors and assigns. ARTICLE 13 NOTICES 13.1 Delivery. All notices given by either party to the other under this Contract must be in writing and may be delivered by: (i) regular mail, postage prepaid; (ii) certified or registered mail; (iii) facsimile; or(iv) hand-delivery, to the parties at the addresses and facsimile numbers set forth in the Clause titled "Addresses". 13.2 Receipt. Notices sent by mail will be deemed to be received upon deposit in the mail, properly addressed. Notices sent by certified or registered mail will be deemed to be received upon the date of the acknowledgment. Notices sent by facsimile will be deemed to be received upon successful transmission to the proper facsimile number. Notices delivered by hand-delivery will be deemed to be received upon acceptance by the respective party or its agent. 13.3 Change of Address or Facsimile Number. Either party may, at any time, change its respective address or facsimile number by sending written notice to the other party of the change. 13.4 Addresses. To Airport: For all notices to Airport the address will be: Executive Director Augusta Regional Airport 1501 Aviation Way Augusta, Georgia 30906 With a copy to: Augusta General Counsel Augusta Richmond County Department of Law 535 Telfair St. Building 3000 Augusta, GA 30901 Attn: General Counsel RFB# 17-208 RUNWAY 17/35 Page 11 of 113 Phone: (706) 842-5550 Fax: (706) 842-5556 To CONTRACTOR: For all notices to CONTRACTOR the address will be: Hi-Lite Airfield Services, LLC 18249 Hi-Lite Drive Adams Center,New York, 13606 Phone: (315) 583-6111 Fax: (315) 583-5807 ARTICLE 14 COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS Contractor covenants and agrees that it, its agents and employees will comply with all Georgia, City, state, and federal laws,rules,regulations, Airport Rules and Regulations and City ordinances applicable to the work to be performed under this Contract, and that it shall obtain all necessary permits, pay all license fees and taxes to comply therewith. Further, Contractor agrees that it, its agents, and employees will abide by all rules, regulations, and policies of Airport during the term of this Contract, including any renewal periods. In the event that any governmental authority imposes new or materially increased taxes upon the Contractor's operations, the parties agree to negotiate changes in billing reflecting such increased tax costs. All references to Federal codes, provisions, regulations, and rules are incorporated by reference as if fully set forth herein. ARTICLE 15 RIGHT TO INSPECT PREMISES The Airport may, at reasonable times, inspect the part of the plant, place of business, or work site of Contractor or any of its subcontractor or subunit thereof which is pertinent to the performance of any Contract awarded or to be awarded. ARTICLE 16 ROYALTIES AND PATENTS The Contractor shall hold and save the Airport, City and its elected and appointed officials, officers, agents, servants, and employees, harmless from liability of any nature or kind, including cost and expenses for, or on account of, any patented or unpatented invention, process, article, or appliance manufactured or used in the performance of the Contract, including its use by the Airport, unless otherwise specifically stipulated in the Contract. RFB# 17-208 RUNWAY 17/35 Page 12 of 113 ARTICLE 17 PROHIBITED INTERESTS No official of the City who is authorized in such capacity and on behalf of the City to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any architectural,engineering, inspection,construction, or material supply contract, or any subcontract in connection with the construction of the Project, shall become directly or indirectly interested personally in this Contract or in any part hereof. No officer, employee, architect, attorney, engineer, or inspector of or for the City who is authorized in such capacity and on behalf of the City to exercise any legislative, executive, supervisory, or other similar functions in connection with the construction of the Project, shall become directly or indirectly interested personally in this Contract or in any part thereof, any material supply contract, subcontract, insurance contract, or any other contract pertaining to the Project. ARTICLE 18 INSURANCE During the term of this Contract, Contractor shall provide, pay for, and maintain with companies reasonably satisfactory to the City and the Aviation Commission, the types of insurance as set forth in the Augusta-Richmond County Code, and Georgia law as the same may be amended from time to time,and as described herein. All insurance shall be issued by insurance companies eligible to do business in the State of Georgia and with an Insurer rated "A" or better by AM Best. All policies shall include hold harmless provisions. In the event of a conflict between the provisions of the Augusta-Richmond County Code and this Contract, the more stringent requirement shall govern. In no event, shall Contractor maintain any insurance less than the requirements set forth in the Augusta-Richmond County Code, as amended. 18.1 All liability policies of Contractor and its subcontractors shall provide coverage that includes, or has the same substantive effect as the following: 18.2 The Contractor shall procure and maintain continuously in effect throughout the term of its activities upon the Airport at Contractor's sole expense, insurance of the types and in at least such minimum amounts as set forth in this Section. 18.3 The Contractor's insurance policies as required by this Contract shall apply separately to the City as if separate policies had been issued to Contractor and City. The Contractor's Comprehensive General Liability policy shall protect the City,its officers,elected officials, employees, agents and the Aviation Commission and its employees against any and all liability created by reason of Contractor's conduct. 18.4 The Contractor's insurance shall not be subject to cancellation or material alteration until at least thirty (30) days written notice has been provided to the City's Risk Manager. (a) Contractor shall furnish to the Risk Manager Certificates of Insurance evidencing that all of the herein stated requirements have been met. The amount or amounts of all required policies shall not be deemed a limitation of the Contractor's Contract to indemnify and hold harmless the City, its officers, elected officials, employees, agents and the Aviation Commission and its employees; and in the event Contractor or the City shall become RFB# 17-208 RUNWAY 17/35 Page 13 of 113 liable in an amount in excess of the amount or amounts of such policies, then the Contractor shall save the City, its officers, elected officials, employees, agents and the Aviation Commission and its employees harmless from the whole thereof, except in the event of the sole gross negligence of the City. 18.5 The Contractor is required to maintain minimum insurance to protect the Contractor and Augusta, GA from the normal insurable liabilities that may be incurred by Contractor. In the event, such insurance as required shall lapse, the City and the Aviation Commission reserve the right to obtain such insurance at the Contractor's sole expense. 18.6 The insurance policies for coverage listed in this Section shall contain a provision that written notice of cancellation or any material change in policy by the insurer shall be delivered to the City no less than thirty (30) days prior to cancellation or change. 18.7 Contractor shall carry the following types and minimum amounts of insurance coverage at the Airport: (a) Worker's Compensation Insurance - With employer's liability coverage of at least $1,000,000 each accident, $1,000,000 each employee and a $1,000,000 disease policy limit. The foregoing insurance shall be endorsed to state that that the workers' compensation carrier waives its right of subrogation against the Augusta Richmond County Board of Commissioners, their officers, agents, elected and appointed officials, representatives, volunteers, and employees and the Aviation Commission. (b) Comprehensive General Liability Insurance—In the amount of Five Million ($5,000,000) against claims for bodily injury, death or property damage occurring on, in about the Contractor's premises and the Airport, in an amount recommended by the Risk Manager and acceptable to the City. Said coverage shall include products and completed operations. The foregoing insurance shall be endorsed to state that it will be primary to the Aviation Commission's insurance and that the carrier waives its right of subrogation against Augusta-Richmond County, the Aviation Commission, and their officers,agents,elected and appointed officials,representatives,volunteers, and employees. Augusta-Richmond County Commission, the Aviation Commission,and their officers,agents,elected and appointed officials shall be added as additional insureds on said policies, including products and completed operations. Said policy shall contain Severability of Interest Clause and shall include Contractual Liability coverage at least as broad as that given in the most current CG 00 01 ISO form. (c) Automobile Insurance. For any vehicles authorized in writing by the Executive Director to operate on the Aircraft Operating Area (AOA) of the Airport, Automobile Insurance in the minimum amount of Five Million Dollars($5,000,000.00)combined single limit coverage. If the Contractor's RFB# 17-208 RUNWAY 17/35 Page 14 of 113 Comprehensive General Liability coverage includes vehicular operations on the Airport, separate automobile insurance shall not be required. The foregoing insurance shall be endorsed to state that it will be primary to the Aviation Commission's insurance and that the carrier waives its right of subrogation against Augusta-Richmond County,the Aviation Commission, and their officers, agents, elected and appointed officials, representatives, volunteers, and employees. Augusta-Richmond County Commission, the Aviation Commission, and their officers, agents, elected and appointed officials shall be added as additional insureds on said policies. Said policy shall contain Severability of Interest Clause and shall include contractual liability coverage at least as broad as that given in the most current CA 00 01 ISO form. (d) All such evidence of insurance shall be in the form of certificates of insurance satisfactory to the City and its Risk Manager, accompanied by a certified true copy of an endorsement to each policy containing the above language. The insurance coverage and limits required shall be evidenced by properly executed certificates of insurance. These certificates shall be signed by the authorized representative of the insurance company shown on the certificate. The required policies of insurance shall be in compliance with the laws of the State of Georgia. 18.8 If at any time the Aviation Director requests a written statement from the insurance company as to any impairments to the aggregate limit, Contractor shall promptly authorize and have delivered such statement to the Aviation Commission. Contractor authorizes the Aviation Commission and/or the City's Risk Manager to confirm with Contractor's insurance agents, brokers, and insurance companies all information furnished. 18.9 The acceptance of delivery to the City and the Aviation Commission of any certificate of insurance evidencing the insurance coverage and limits required under this Contract does not constitute approval or acceptance by the City or the Aviation Commission that the insurance requirements in this Contract have been met. No operations shall commence at the Airport unless and until the required certificates of insurance are in effect and approved by the City. 18.10 The Contractor and the City understand and agree that the minimum limits of the insurance herein required may, from time to time, become inadequate, and Contractor agrees that it will increase such minimum limits upon receipt of written notice defining the basis of the increase. The Contractor shall furnish the City, within sixty (60) days of the effective date thereof, a certificate of insurance evidencing that such insurance is in force. 18.11 If at any time the Airport Director requests a written statement from the insurance companies as to any impairments to the Aggregate Limit, prompt authorization and delivery of all requested information will be given to the Aviation Commission. Renewal Certificates of Insurance must be provided to the City and Aviation Commission as soon as practical but in every instance prior to expiration of current coverage. RFB# 17-208 RUNWAY 17/35 Page 15 of 113 18.12 The amounts and types of insurance shall conform to the following minimum requirements with the use of Insurance Service Office policies, forms, and endorsements or broader, where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be reasonably acceptable to the City and Aviation Commission. 18.13 An insurance binder letter or a Certificate of Insurance must be sent to: City of Augusta Risk Manager 530 Greene Street Room 217 Augusta, Ga. 30901 (706) 821-2502 (Fax) ARTICLE 19 INDEMNIFICATION AND HOLD HARMLESS Contractor shall indemnify and hold harmless the Augusta Aviation Commission, Augusta- Richmond County Board of Commissioners and their members, officers, elected officials, agents, servants, employees and successors in office, as set forth in the Augusta-Richmond County Code, and particularly Article 1, Chapter 3, Division 1, Section 1-3-8.5, Indemnity and Insurance, as the same may be amended from time to time, and described herein, from any and all claims including reasonable attorney's fees and expenses of litigation incurred by the Augusta-Richmond County Board of Commissioners and the Augusta Aviation Commission, in connection therewith related to or arising out of any damage or injury to property or persons, occurring or allegedly occurring in, on or about Airport property which are in any way related to or arising out of any failure of Contractor to perform its obligations hereunder. Contractor further agrees that the foregoing contract to indemnify and hold harmless applies to any claims for damage or injury to any individuals employed or retained by Contractor in connection with any changes, additions, alterations, modifications and/or improvements made to the premises, and hereby releases the Augusta-Richmond County Board of Commissioners and the Augusta Aviation Commission,from liability in connection with any such claims. In the event of a conflict between the provisions of the Augusta-Richmond County Code and this Contract, the broader requirement shall govern. ARTICLE 20 BONDS 20.1 The Contractor shall provide payment and performance bonds. The amount of the premiums for such bonds shall be included in the Price. The bonds shall each be in an amount not less than 100% of the preconstruction cost at the time of the execution of this Contract. Each bond shall: (a) Be in a form approved by the City; (b) Incorporate by reference the terms of this Contract for Southeast Development Area Access Project; RFB# 17-208 RUNWAY 17/35 Page 16 of 113 (c) Be executed by a company certified by the Secretary of the United States Department of Treasury pursuant to the Act of July 30, 1947 (61 Stat. 646, as amended; 6 U.S.C. 6-13) and listed in the most current U.S. Treasury Circular 570 document "Surety Companies Acceptable on Federal Bonds," as published in the Federal Register, and having a current A.M. Best rating of"A" (Superior) with a Financial Size Category of XII or better. (d) Be executed by a company licensed and authorized to do business in the state of Georgia; (e) Be accompanied by a power of attorney certifying that the persons executing the bond have the authority to do so. 20.2 The Contractor shall deliver any required bonds and powers of attorney to the City prior to commencement of the Work. 20.3 The bonding company that issues the bonds must be registered with The Surety Association of America (SAA). 20.4 The bonds shall remain in effect for a period of not less than two (2) years following the date of delivery or the time required to resolve any items of incomplete work and payment of any disputed amounts whichever time period is longer,or any statutory period applicable to City. 20.5 No surety will be accepted who is now in default or delinquent on any bonds or who is interested in any litigation against City. 20.6 Each surety shall designate an agent resident in the State of Georgia to whom any requisite notices may be delivered and on whom services of process may be had in matters arising out of such surety provider. ARTICLE 21 DEFAULT AND TERMINATION Termination by Airport. This Contract shall be subject to termination by the Airport at any time in the opinion of the Airport the Contractor fails to carry out the Contract provisions of any one or more of the following events: 21.1 The default by Contractor in the performance of any of the terms, covenants or conditions of the Contract, and/or the failure of Consultant to remedy, or undertake to remedy with sufficient forces and to the Airport's reasonable satisfaction. The Airport shall provide the Contractor with notice of any conditions which violate or endanger the performance of the Contract. If after such notice the Contractor fails to remedy such conditions within five (5) days to the satisfaction of the Airport, the Airport may exercise its option in writing to terminate the Contract without further notice to the Contractor and order the Contractor to stop providing services immediately and vacate the premises; and to cancel ordered products with no expense to the Airport. RFB# 17-208 RUNWAY 17/35 Page 17 of 113 21.2 Contractor files a voluntary petition in bankruptcy, including a reorganization plan, makes a general or other assignment for the benefit of creditors, is adjudicated as bankrupt or if a receiver is appointed for the benefit of creditors, is adjudicated as bankrupt or if a receiver is appointed for the property or affairs of Contractor and such receivership is not vacated within thirty (30) days after the appointment of such receiver. 21.3 Contractor's failure to provide services according to the specifications contained herein. 21.4 Contractor's failure to keep, perform, or observe any other term or condition of this Contract. 21.5 Contractor's performance of the Contract is unreasonably delayed. 21.6 The Airport reserves the right to terminate this Contract if the services provided under this Contract do not meet or exceed existing industry standards. The Airport reserves the right to make the final determination as to the quality of services. ARTICLE 22 AIRPORT SECURITY REQUIREMENTS/ SECURITY IDENTIFICATION DISPLAY AREA (SIDA) BADGES Contractor's employees may be required to operate in Airport secure areas. Contractor shall be required to obtain the Airport's Security Identification Display Area (SIDA) badges for any employee working in the secured area. Contractor shall comply, at its own expense, with the Transportation Security Authority (TSA) and the Airport's security requirements for the Airport including, but not limited to employee training and badging. Contractor shall cooperate with the TSA and the Airport on all security matters and shall promptly comply with any project security arrangements established by the Airport. Compliance with such security requirements shall not relieve Contractor of its responsibility for maintaining proper security for the above-noted items, nor shall it be construed as limiting in any manner Contractor's obligation with respect to all applicable federal, state and local laws and regulations and its duty to undertake reasonable action to establish and maintain secure conditions at and around the Premises and throughout the Airport. All employees shall be properly badged and comply with all Airport safety and security rules. 22.1 To qualify for the badge, individual must be fingerprinted and have a background investigation completed. In addition, the Airport will conduct a background inquiry and require finger printing of all individuals who will be working on the secured side of the Airport screening point. This may also include collection of appropriate criminal history information, contractual and business associations and practices, employment histories, reputation in the business community and credit reports for the Contractor, as well as, its employees. 22.2 Contractor consents to such an inquiry and agrees to make available to the Airport such books and records the Airport deems necessary to conduct the review. 22.3 Contractor shall pay all costs associated with providing SIDA badges. RFB# 17-208 RUNWAY 17/35 Page 18 of 113 ARTICLE 23 HAZARDOUS MATERIALS Contractor shall not cause or permit any Hazardous Material to be brought,kept or used in or about the Airport by Contractor, its agents, employees, subcontractors, or invitees. Without limiting the foregoing, if the presence of any Hazardous Material in the Airport caused or permitted by Contractor results in any contamination of the Airport, Contractor shall promptly take all actions at its sole expense as are necessary to return the Airport to the conditions existing prior to the introduction of such Hazardous Material to the Airport; provided that Airport's approval of such actions, and the corrective actions to be used by Contractor in connection therewith, shall first be obtained. The term "Hazardous Material" means any hazardous or toxic substance, material, or waste, which is or becomes regulated by any local governmental authority or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is(i) defined as a"hazardous waste", "extremely hazardous waste", or"restricted hazardous waste" or similar term under any laws now or hereafter enacted by the United States or the State of Georgia or any political subdivision thereof,or(ii)designated a"hazardous substance" pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1317, or (iii) defined as a "hazardous waste"pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C.§ 6901 et seq., or (iv) defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. ARTICLE 24 MISCELLANEOUS PROVISIONS 24.1 NO PARTNERSHIP OR JOINT VENTURE; INDEPENDENT CONTRACTOR. Nothing contained in this Contract will be deemed to create a partnership or joint venture between City and Contractor or cause City to be responsible for the debts or obligations of Contractor or any other party. Contractor must not represent to anyone that its relationship to City is other than as City's Contractor. Contractor must act as an independent agent and not as the agent of City in performing this Contract, maintaining complete control over its employees and all of its lower-tier suppliers and subcontractors. Nothing contained in this Contract or any lower tier purchase order or subcontract awarded by Contractor will create any contractual relationship between any lower-tier supplier or subcontractor and City. No act or direction of the City shall be deemed to be the exercise of supervision or control of the Contractor's performance hereunder. Contractor is acting, in performance of this Contract, as an independent Contractor. Personnel supplied by the Contractor or its agents or subcontractors hereunder are not the City's or the Airport's employees or agents and Contractor assumes full responsibility for their acts. Contractor shall be solely responsible for the payment of compensation to Contractor's employees. The City shall not be responsible for payment of Worker's Compensation, disability benefits, and unemployment insurance or for withholding and paying employment taxes for any Contractor employee, or Contractor's subcontractors or agent's employees, but such responsibility shall be solely that of Contractor. This clause of the contract does not prevent Airport from requiring Contractor to have its employees follow normal rules and guidelines for work performance, redirecting the efforts of the RFB# 17-208 RUNWAY 17/35 Page 19 of 113 employees to meet the needs of the facilities, performing safety or from requiring Contractor to perform the requirements of this Contract satisfactorily, according to the terms set forth herein. 24.2 PATENT INDEMNITY. Except as otherwise provided, the Contractor agrees to indemnify the City and its Board of Commissioners,officers,agents and employees against liability, including costs and expenses for infringement upon any letters or patent of the United States arising out of the performance of this Contract or out of the use or disposal by or for the account of the City of supplies furnished or construction work performed hereunder. 24.3 COMMERCIAL ACTIVITY: Neither Contractor nor its employees may establish any commercial activity or issue concessions or permits of any kind to third parties for establishing activities at the Airport. 24.4 CONTINGENT FEES. Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Contract; and that Contractor has not paid or agreed to pay any company, association, corporation, firm or person, other than a bona fide employee working for Contractor, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Contract. For the breach or violation of this warranty and upon a finding after notice and hearing, City may terminate the Contract and, at its discretion, may deduct from the Contract Sum, or otherwise recover the full amount of any such fee, commission, percentage, gift or consideration. 24.5 WAIVER. The failure of Airport to seek redress for any violation of or to insist upon the strict performance of, any term of this Contract will not prevent a subsequent violation of this Contract from being actionable by Airport. The provision in this Contract of any particular remedy will not preclude Airport from any other remedy. 24.6 FORCE MAJEURE. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation,except the payment of money, is prevented or delayed by any cause, existing or future,which is beyond the reasonable control of the affected party, or by a strike, lockout or other labor difficulty, the settlement of which shall be within the sole discretion of the party involved. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Contract. In the event either party is prevented or delayed in the performance of this obligation by reason of such Force Majeure,there shall be an equitable adjustment of the schedule. Contractor will not be liable for failure to perform or for delay in performance as a result of Force Majeure, including the following: (a) Any cause beyond its reasonable control; (b) Any act of God; (c) Inclement weather; (d) Earthquake; RFB# 17-208 RUNWAY 17/35 Page 20 of 113 (e) Fire; (f) Explosion; (g) Flood; (h) Strike or other labor dispute; (i) Any shortage or disruption of or inability to obtain labor, material, manufacturing facilities, power, fuel or transportation from unusual sources, or any other transportation facility; (j) Delay or failure to act of any governmental or military authority; (k) Any war, hostility or invasion; (1) Any embargo, sabotage, civil disturbance, riot or insurrection; (m) Any legal proceedings; or (n) Failure to act by Contractor's suppliers due to any cause which Contractor is not responsible, in whole or in part. 24. 7 PERMITS. Contractor shall obtain and maintain at all times all necessary licenses, permits and certifications to perform the work described in the Contract. Contractor shall furnish copies of all licenses, permits, and certifications to the Airport. 24.8 WORK PERMITS REQUIRED. Contractor agrees and acknowledges that its employees and agent's employees,as well as any subcontractors or subcontractors'personnel,working on the Contract must be United States citizens, or must be lawfully admitted for residence and be permitted to work in the United States under the Immigration and Naturalization Act, 8 U.S.C. 1101, et seq. 24.9 COUNTERPARTS. This Contract may be executed in several counterparts,each of which shall be deemed an original, and all such counterparts together shall constitute one and the same Contract. 24.10 CAPTIONS. The section captions contained in this Contract are for convenience only and do not in any way limit or amplify any term or provision hereof The use of the terms "hereof," "hereunder" and "herein" shall refer to this Contract as a whole, inclusive of the Exhibits, except when noted otherwise. The use of the masculine or neuter genders herein shall include the masculine, feminine and neuter genders and the singular form shall include the plural when the context so requires. 24.11 ARTICLE FURTHER ACTS. Airport and Contractor each agrees to perform any additional acts, execute, and deliver any additional documents as may reasonably be necessary in order to carry out the provisions and effectuate the intent of this Contract. 24.12 USE OF AUGUSTA, GEORGIA LANDFILL. All contracts for contractors performing demolition and/or construction projects for Augusta, Georgia shall contain a provision requiring that all debris, trash and rubble from the project be transported to and disposed of at the Augusta, Georgia Solid Waste Landfill in accordance with local and state regulations. The contractor shall provide evidence of proper disposal through manifests, which shall include the types of material disposed of,the name and location of the disposal facility, date of disposal and all related fees. RFB# 17-208 RUNWAY 17/35 Page 21 of 113 24.13 PROHIBITION AGAINST CONTINGENT FEES.The Contractor by execution of this Contract warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for it,to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation,individual, or firm, other than a bona fide employee working solely for it,any fees,commission,percentage,gift,or other consideration contingent upon or resulting from the award or making of this Contract. 24.14 CONFLICT IN DOCUMENTS AND PRESENT DOCUMENTS. The Contractor shall in no case claim a waiver of any specification requirements on the basis of previous approval of material or workmanship on other jobs of like nature or on the basis of what might be considered "standard" for material or workmanship in any particular location. The Contract for this Project shall govern the Work. If any portion of the Contract shall be in conflict with any other portion, the various documents comprising the Contract shall govern in the following order of precedence: Contract, Change Orders or modifications issued after execution of the Contract; the General Requirements of the Contract; the Specifications;the Drawings;as between schedules and information given on the drawings, the schedules shall govern; as between figures given on Drawings and the scaled measurements, the figures shall govern; as between large-scale Drawings and small-scale Drawings, the larger scale shall govern; and detailed drawings shall govern over general drawings; the Bid Document Package. 24.15 GOVERNING LAW. This Contract will be construed under Georgia law, including the Georgia Uniform Commercial Code; all remedies available under that code are applicable to this Contract. Contractor and Airport fix jurisdiction and venue for any action brought with respect to this Contract in Augusta-Richmond City, Georgia. Contractor specifically consents to venue in Richmond County and waives any right to contest the venue in the Superior Court of Richmond County, Georgia or the Southern District Court of Georgia. Should any provision of this Contract require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared same, it being agreed that the agents of all parties have participated in the preparation hereof and all parties have had an adequate opportunity to consult with legal counsel. ARTICLE 25 ENTIRE AGREEMENT This Contract constitutes the sole Contract between the Airport and the Contractor. No representations oral or written not incorporated herein shall be binding on the parties. No Change Order, Field Order, amendment or modification of this Contract shall be enforceable unless approved by official action as provided in this Contract. Attached hereto and incorporated herein as part of this Contract are Addendums, Insurance, Statement of Non-Discrimination, Non- Collusion Affidavit of Prime Bidder Non-Collusion Affidavit of Sub-Contractor(s), Conflict of Interest and Contractor Affidavit and Agreement, Bidder's Form/Acknowledgement of Addenda, RFB# 17-208 RUNWAY 17/35 Page 22 of 113 Georgia Security and Immigration Contractor Affidavit, Georgia Security and Immigration Subcontractor Affidavit, Buy America Certification, and Certification Of Non-segregated Facilities. BALANCE OF PAGE LEFT BLANK INTENTIONALLY RFB# 17-208 RUNWAY 17/35 Page 23 of 113 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their appropriate officials, as of the date first written above. r 7 r,.- „ ' ' '(//i,e-- -- Georgia R. Sas , Chairman Augusta Regional Airport Aviation Commission ATTEST; Apr / - 4 dr CONTRACTOR HI-LITE AIRFIELD SERVICES,LLC _, 1"'l if - ... .. Chief r inanci.'Officer heodore Mi,iewicz A r3 111 RFB# 17-208 RUNWAY 17/35 Page 24 of 113 AUGUSTA-RICHMONDjor EORGIA /6 V; ' A By: Hardie Davis, Jr. Date e ,4/ , .''It i ATTEST: A v "r , 9 / d 7 -.,,. - 174; I Da e I f I. � ��@®6®� iii4f ay ., C �l � ' I (BALANCE OF PAGE LEFT INTENTIONALLY BLANK M