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HomeMy WebLinkAboutAGREEMENT FOR AUGUSTA PROBATE COURT LOBBY RENOVATIONS TO SOMMERS CONSTRUCTION SECTION A AGREEMENT THIS AGREEMENT, made this 27 day of June, 2018 by and between Augusta Georgia, a political subdivision of the State of Georgia, hereinafter called "Owner" and Sommers Construction doing business as a corporation hereinafter called "Contractor." WITNESSETH: That for and in consideration of the payments and agreements as hereinafter mentioned the sufficiency which is hereby acknowledged, the parties agree to as follows: 1. The Contractor will commence construction of the Augusta Probate Court Lobby Renovations. All work is to be in accordance with plans prepared by the owner as included in Bid Item # 18-156 and related documents as listed in item 5 below. 2. The Contractor shall provide all labor, material, parts, engineering, licensing and certifications required by any applicable regulation. Furthermore, the Contractor will furnish all drawings, product data, material, supplies, tools, equipment, labor, traffic control and other services necessary for the construction and completion of the project described herein. 3. The Contractor will commence the work required by the Contract Documents within Thirty (30) calendar days after the date of the Notice of Award and will complete the work not later than One Hundred Twenty (120) calendar days after notice to proceed, unless the period of completion is extended otherwise in accordance with the terms of this agreement. 4. The Contractor agrees to perform all the work described in the Contract Documents for the sum of One Hundred Seventy Thousand and no/100 dollars ($170,000.00). 5. The term "Contract Documents" means and includes the following: Advertisement for Bids Request for Bids# 18-156 Bid Bond Notice of Award Agreement Performance/Payment Bonds Certificate of Owner's Attorney Notice to Proceed Change Order(s) General Conditions Plans Supplemental General Conditions Special Conditions Technical Specifications Addendum # to Bid Item 6. The Owner will pay to the Contractor in the manner and at such times as set forth in the General Conditions such amounts as required by the Contract Documents. 7. This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors and assigns. 3 CERTIFICATE OF OWNER'S ATTORNEY I, the undersigned Aet 6. YCO PM 7 t , the authorized and acting legal representative of Augusta, Georgia, do hereby certify as follows: I have examined the attached Contract(s) and Surety Bonds, and the manner of execution thereof, and I am of the opinion that each of the aforesaid agreements has been duly executed by the proper parties thereto acting through their duly authorized representatives; that said representatives have full power and authority to execute said agreements on behalf of the respective parties named thereon; and that the foregoing agreements constitute valid and legally binding obligations upon the parties executing the same in accordance with the terms, conditions and provisions thereof. c Andrew G. MacKenzie General Counsel Augusta, Georgia Law Department DATE: i /($ 9 IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed by their duly authorized officials, this Agreement in Five (5) counterparts, each of which shall be deemed an original on the date first above written. — --------,,,,...,,,,,or, OWNER: AUGUSTA, GEORGIA ATTEST: Ac ti ( . ,' 4020b.t.cu At k 64 1 •4y 00„0+.0,«,6, ?�� ," 0, M, s jt 9/# / 4 BY: 4M /i ,,, A/i 1Len onrit r.j lerl�,,®� QHardie Davis (Mayor) 1. - ' CONTRACTOR:,SnMM 0,T Co,IJfl vc �. I=C" -ATTEST: s'71-` .-_4r:�Rs-0,st. % r:xputt s (;EORGIA BY: (SEAL) =;�o� pt;r;��� �, � J lekttIS . / r NAME: Patrick Sommers NAME: • / a Up 8' 212) (Type or Print) (Type or Print) TITLE: President TITLE: ADDRESS: Sommers Construction LLC 632-C South Old Belair Rd. Grovetown, GA 30803 4 POWER OF ATTORNEY RLI Insurance Company Contractors Bonding and Insurance Company 9025 N.Lindbergh Dr. Peoria,IL 61615 Phone: 800-645-2402 Know All Men by These Presents: That this Power of Attorney is not valid or in effect unless attached to the bond which it authorizes executed,but may be detached by the approving officer if desired. That RLI Insurance Company and/or Contractors Bonding and Insurance Company, each an Illinois corporation, (separately and together,the"Company")do hereby make,constitute and appoint: Grecory E.Nash.Phillip H.Condra.Kelly L,Berry.jointly or severally in the City of Nashville ,State of Tennessee its true and lawful Agent(s)and Attorney(s)in Fact,with full power and authority hereby conferred,to sign,execute,acknowledge and deliver for and on its behalf as Surety, in general,any and all bonds and undertakings in an amount not to exceed Twenty Five Million Dollars ( S25.000.000.00 )for any single obligation. The acknowledgment and execution of such bond by the said Attorney in Fact shall be as binding upon the Company as if such bond had been executed and acknowledged by the regularly elected officers of the Company. RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have each further certified that the following is a true and exact copy of a Resolution adopted by the Board of Directors of each such corporation,and is now in force,to-wit: "All bonds,policies,undertakings,Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President,Secretary,any Assistant Secretary,Treasurer,or any Vice President,or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds,policies or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds,policies,undertakings,Powers of Attorney or other obligations of the corporation. The L signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have caused these presents to be executed by its respective Vice President with its corporate seal affixed this 2nd day of July , 2018 . „u,,,,",r„ RLI Insurance Company o.ANO,p �� �o`a+"AN+cEco•., Contractors Bonding and Insurance Company 4g POR...' `'fir";'"...,,''.1414 ' ::••• - = • _._ .41-• ,4( A' SEAL :,$,- E. , SEAL By:Barton W.Davis V^'�J Vice President V60 State of Illinois ",",,,,,„,,,,,,,•kthiois °'" "',,,,,,,,,,,,,,,,` SS County of Peoria CERTIFICATE On this 2nd day of July , 2018 ,before me, a Notary Public, I, the undersigned officer of RLI Insurance Company and/or personally appeared Barton W. Davis who being by me duly sworn, Contractors Bonding and Insurance Company, do hereby certify acknowledged that he signed the above Power of Attorney as the aforesaid that the attached Power of Attorney is in full force and effect and is officer of the ELI Insurance Company and/or Contractors Bonding and irrevocable; and furthermore,that the Resolution of the Company as Insurance Company and acknowledged said instrument to be the voluntary set forth in the Power of Attorney, is now in force. In testimony act and deed of said corporation. whereof, I have hereunto set my hand and the seal of the RLI Insurance Company and/or Contractors Bonding and Insurance tf qq Company this loth day of July 2618 By: t , . �rl 14 .0 RLI Insurance Company Gretchen L.lohnigk Notary publicContractors Bonding and Insurance Company y i GRETCHEN L JOHNIOK �M 'OFFICIAL SEAL* 444440 • st4r4 OF By: E&owls MyOorm,iWonEOM . Jean tephenson ' Corporate Secretary 1144,4“.....4.......r.`.r. :M A . 4159441020212 A0058817 THE AMERICAN INSTITUTE OF ARCHITECTS Premium Amount Based on Final Contract Amount Bond No. RCB0016566 AIA Document A312 Performance Bond Any singular reference to Contractor,Surety,Owner or other party shall be considered plural where applicable. CONTRACTOR(Name and Address): SURETY(Name and Principal Place of Business): SOMMERS CONSTRUCTION, LLC RLI INSURANCE COMPANY 632-C South Old Belair Rd. 9025 N. Lindbergh Drive Grovetown,GA 30813 Peoria, IL 61615-1499 OWNER(Name and Address): Augusta,Georgia 2760 Peach Orchard Road Augusta,GA 30906 CONSTRUCTION CONTRACT Date: June 27th,2018 Amount: $170,000.00 Description (Name and Location): Augusta Probate Court Lobby Renovations; Bid Item#18-156 BOND Date(Not earlier than Construction Contract Date): July 10th, 2018 Amount: $170,000.00 Modifications to this Bond: [X] None [ ]See Page 3 CONTRACTOR AS PRINCIPAL SURETY COMPANY: (Corporate Seal) COMPANY: •rporate Seal) SOMMERS CONSTRUCTION,LLC RLI INSURANCE„cOMP I�' 4f /� Signature: �-, <- -� Sig nature: Name and Title: Name and Title: P,., 't; ,;k. S ex-A es,•� ees i..-. Phillip H. Condra,Attorney-in-Fact (Any additional signatures appear on page 3) FOR INFORMATION ONLY-Name,Address and Telephone OWNER'S REPRESENTATIVE (Architect, AGENT OR BROKER: or Engineer or other party): Bonds Southeast, Inc. 1030 17th Ave South Nashville,Tennessee 37212 (615)321-9700 AIA DOCUMENT A312 PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED.,AIA® A 312-1984 1 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVE.,N.W.,WASHINGTON D.C.20006 THIRD PRINTING-MARCH 1987 1 The Contractor and the Surety,jointly and severally, 4.4 Waive its rights to perform and complete, bindthemselves,their heirs,executors,administrators, arrange for completion,or obtain a new contractor successors, and assigns to the Owner for the and with reasonable promptness under the performance of the Construction Contract,which is circumstances: incorporated herein by reference. 4.1 After investigation,determine the amount for which 2 If the Contractor performs the Construction Contract, it may be liable to the Owner and, as soon as the Surety and the Contractor shall have no obligation practicable after the amount is determined,tender under this Bond, except to participate in conferences as payment therefor to the Owner;or provided in Subparagraph 3.1. 4.2 Deny liability in whole or in part and notify the Owner 3 If there is no Owner Default,the Surety's obligation under citing reasons therefor. this Bond shall arise after: 5. If the Surety does not proceed as provided in 3.1 The Owner has notified the Contractor and the Paragraph 4 with reasonable promptness,the Surety Surety at its address described in Paragraph 10 shall be deemed to be in default on this Bond fifteen below that the Owner is considering declaring a days after receipt of an additional written notice from contractor default and has requested and attempted to the Owner to the Surety demanding that the Surety arrange a conference with the Contractor and the Surety perform its obligations under this Bond, and the Owner to be held not later than fifteen days after receipt of shall be entitled to enforce any remedy available to the such notice to discuss methods of performing the Owner. If the Surety proceeds as provided in Subparagraph Construction Contract. If the Owner,the Contractor 4.4, and the Owner refuses the payment tendered or the and the Surety agree,the Contractor shall be Surety has denied liability, in whole or in part,without allowed a reasonable time to perform the Construction further notice the Owner shall be entitled to enforce any Contract, but such an agreement shall not waive the Owner's remedy available to the Owner. right, if any,subsequently to declare a Contractor Default;and 6 After the Owner has terminated the Contractor's right to complete the Construction Contract,and 3.2 The Owner has declared a Contractor Default and if the Surety elects to act under Subparagraph formally terminated the Contractor's right to complete 4.1,4.2, or 4.3 above,then the responsibilities of the contract. Such Contractor Default shall not be de- the Surety to the Owner shall not be greater than Glared earlier than twenty days after the Contractor and those of the Contractor under the Construction the Surety have received notice as provided in Sub- Contract, and the responsibilities of the Owner to the paragraph 3.1;and Surety shall not be greater than those of the Owner under the Construction Contract. To the limit of the 3.3 The Owner has agreed to pay the Balance of the amount of this Bond, but subject to commitment by Contract Price to the Surety in accordance with the the Owner of the Balance of the Contract Price to terms of the Construction Contract or to a contractor mitigation of costs and damages on the selected to perform the Construction Contract in accor- Construction Contract,the Surety is obligated without dance with the terms of the contract with the Owner. duplication for: 4 When the Owner has satisfied the conditions of Para- 6.1 The responsibilities of the Contractor for correc- graph 3,the Surety shall promptly and at the Surety's ex- tion of defective work and completion of the Construc- pense take one of the following actions: tion Contract; 4.1 Arrange for the Contractor,with consent of the 6.2 Additional legal,design professional and delay Owner,to perform and complete the Construction costs resulting from the Contractor's Default, and Contract; or resulting from the actions or failure to act of the Surety under Paragraph 4;and 4.2 Undertake to perform and complete the Construc- tion Contract itself,through its agents or through inde- 6.3 Liquidated damages,or if no liquidated damages pendent contractors; or are specified in the Construction Contract, actual dam- ages caused by delayed performance or non-perfor- mance of the Contractor. 4.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a 7. The Surety shall not be liable to the Owner or others for contract for performance and completion of the Con- obligations of the Contractor that are unrelated to the Con- struction Contract,arrange for a contract to be pre- struction Contract, and the Balance of the Contract Price pared for execution by the Owner and the contractor shall not be reduced or set off on account of any such selected with the Owner's concurrence,to be secured unrelated obligations. No right of action shall accrue on with performance and payment bonds executed by a this Bond to any person or entity other than the Owner or qualified surety equivalent to the bonds issued on the its heirs, executors, administrators,or successors. Construction Contract, and pay to the Owner the amount of damages as described in Paragraph 6 in ex- cess of the Balance of the Contract Price incurred by the Owner resulting from the Contractor's default;or AIA DOCUMENT A312 PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED.,AIA® A 312-1984 2 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVE.,N.W.,WASHINGTON D.C.20006 THIRD PRINTING-MARCH 1987 8 The Surety hereby waives notice of any change, includ- 12 DEFINITIONS ing'changes of time,to the Construction Contract or to related subcontracts, purchase orders and other 12.1 Balance of the Contract Price: The total amount obligations. payable by the Owner to the Contractor under the Construction Contract after all proper adjustments 9 Any proceeding, legal or equitable, under this Bond may have been made, including allowance to the Contractor be instituted in any court of competent jurisdiction in the under the Construction Contract after all proper location in which the work or part of the work is located adjustments have been made, including allowance to and shall be instituted within two years after Contractor the Contractor of any amounts received or to be received Default or within two years after the Contractor ceased by the Owner in settlement of Insurance or other claims for working or within two years after the Surety refuses or damages to which the Contractor is entitled, reduced fails to perform its obligations under this Bond,whichever by all valid and proper payments made to or on behalf occurs first. If the provisions of this Paragraph are void or of the Contractor under the Construction Contract. prohibited by law,the minimum period of limitation available to sureties as a defense in the jurisdiction of 12.2 Construction Contract: The agreement between the suit shall be applicable. the Owner and the Contractor identified on the sig- nature page, including all Contract Documents and 10 Notice to the Surety the Owner or the Contractor changes thereto. shall be mailed or delivered to the address shown on the signature page. 12.3 Contractor Default: Failure of the Contractor, which has neither been remedied nor waived,to per- 11 When this Bond has been furnished to comply with form or otherwise to comply with the terms of the a statutory or other legal requirement in the location Construction Contract. where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement 12.4 Owner Default: Failure of the Owner,which shall be deemed deleted herefrom and provisions con- has neither been remedied nor waived,to pay the forming to such statutory or other legal requirement shall Contractor as required by the Construction Contract be deemed incorporated herein. The intent is that this or to perform and complete or comply with the other Bond shall be construed as a statutory bond and not as a terms thereof. common law bond. MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: S[,,h- ' ; ( j / -i ' -t- - Company: (Corporate Seal) (Corporate Seal) Signature: _ 2 Signature: Name and Title: ��+f. "- '). Name and Title: Address: � , �� s `� `" Address: AIA DOCUMENT A312 PERFORMANE BOND AND PAYMENT BOND DECEMBER 1984 3D.,AIA 0 A312-1984 3 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVE.,N.W.,WASHINGTON,D.C. 20006 THIRD PRINTING-MARCH 1987 • THE AMERICAN INSTITUTE OF ARCHITECTS Bond No. RCB0016566 AIA Document A312 Payment Bond Any singular reference to Contractor,Surety,Owner or other party shall be considered plural where applicable. CONTRACTOR(Name and Address): SURETY(Name and Principal Place of Business): SOMMERS CONSTRUCTION, LLC RLI INSURANCE COMPANY 632-C South Old Belair Rd. 9025 N. Lindbergh Drive Grovetown,GA 30813 Peoria, IL 61615-1499 OWNER(Name and Address): Augusta,Georgia 2760 Peach Orchard Road Augusta,GA 30906 CONSTRUCTION CONTRACT Date: June 27th, 2018 Amount: $170,000.00 Description (Name and Location): Augusta Probate Court Lobby Renovations; Bid Item#18-156 BOND Date(Not earlier than Construction Contract Date): July 10th, 2018 Amount: $170,000.00 Modifications to this Bond: X None See Page 6 CONTRACTOR AS PRINCIPAL SURETY COMPANY: (Corporate Seal) COMPANY: ( •orate SOMMERS CONSTRRUUCTION,LLC RLI INSURANCE : Signature: Signature: Name and Title: Name and Title: c;' a, -- r;- r`r,vl e.4- Phillip H.Condra,Attorney-in-Fact (Any additional signatures appear on page 6) FOR INFORMATION ONLY-Name,Address and Telephone OWNER'S REPRESENTATIVE (Architect, AGENT OR BROKER: Engineer or other party): Bonds Southeast, Inc. 1030 17th Ave South Nashville,Tennessee 37212 (615)321-9700 AIA DOCUMENT A312 PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED.,AIA® THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVE.,N.W.,WASHINGTON,D.C.20006 A312-1984 4 THIRD PRINTING-MARCH 1987 1 The Contractor and the Surety,jointly and severally, 5 If a notice required by Paragraph 4 is given by the Owner to bind themselves, their heirs, executors, administrators, the Contractor or to the Surety, that is sufficient compliance. successors, and assigns to the Owner to pay for labor, materials and equipment furnished for use in the perfor- 6. When the Claimant has satisfied the conditions of mance of the Construction Contract,which is incorpo- Paragraph 4, the Surety shall promptly and at the rated herein by reference. Surety's expense take the following actions: 2 With respect to the Owner,this obligation shall be 6.1 Send an answer to the Claimant, with a copy to null and void if the Contractor: the Owner,within 45 days after receipt of the claim, stating the amounts that are undisputed and the basis 2.1 Promptly makes payment, directly, or indirectly, for challenging any amounts that are disputed. for all sums due Claimants,and 6.2 Pay or arrange for payment of any undisputed 2.2 Defends, indemnifies and holds harmless the amounts. Owner from claims,demands, liens or suits by any person or entity whose claim, demand, lien or suit is 7 The Surety's total obligation shall not exceed the for the payment for labor, materials, or equipment amount of this Bond, and the amount of this Bond shall be furnished for use in the performance of the Construction credited for any payments made in good faith by the Surety. Contract, provided the Owner has promptly notified the Contractor and the Surety(at the address 8 Amounts owed by the Owner to the Contractor under described in Paragraph 12)of any claims, demands, the Construction Contract shall be used for the performance Hens, or suits and tendered defense of such claims, of the Construction Contract and to satisfy claims, demands, liens or suits to the Contractor and the Surety, and provided there is no Owner Default. if any, under any Construction Performance Bond. By the Contractor furnishing and the Owner accepting this 3 With respect to Claimants,this obligation shall be null Bond,they agree that all funds earned by the Contractor and void if the Contractor promptly makes payment, in the performance of the Construction Contract are directly or indirectly, for all sums due. dedicated to satisfy obligations of the Contractor and the Surety under this Bond, subject to the Owner's priority ity to use the funds for the completion of the work. 4 The Surety shall have no obligation to Claimants under this Bond until: 9 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to 4.1 Claimants who are employed by or have a direct the Construction Contract. The Owner shall not be liable for contract with the Contractor have given notice to the payment of any costs or expenses of any Claimant under Surety(at the address described in Paragraph 12)and this Bond, and shall nave under this Bond no obligations to sent a copy, or notice thereof, to the Owner, stating make payments to, give notices on behalf of, or otherwise that a claim is being made under this Bond and,with have obligations to Claimants under this Bond substantial accuracy, the amount of the claim. 4.2 Claimants who do not have a direct contract 10 The Surety hereby waives notice of any change, with the Contractor: including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other .1 Have furnished written notice to the Contractor obligations. and sent a copy, or notice thereof,to the Owner, within 90 days after having last 11 No suit or action shall be commenced by a Claimant performed labor or last furnished materials or under this Bond other than in a court of competent jurisdiction equipment included in the claim stating,with in the location in which the work or part of the work is located substantial accuracy, the amount of the claim or after the expiration of one year from the date(1) on which and the name of the party to whom the the Claimant gave the notice required by Subparagraph 4.1 or materials were furnished or supplied or for Clause 4.2.3, or(2) on which the last labor or service whom the labor was done or performed; and was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, .2 Have either received a rejection in whole or whichever of(1)or(2)first occurs. If the provisions of this in part from the Contractor, or not received Paragraph are void or prohibited by law,the minimum period within 30 days of furnishing the above notice of limitation available to sureties as a defense in the any communication from the Contractor jurisdiction of the suit shall be applicable. by which the Contractor has indicated the claim will be paid directly or indirectly; and 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the .3 Not having been paid within the above 30 signature page. Actual receipt of notice by Surety, the days, have sent a written notice to the Surety Owner or the Contractor, however accomplished, shall (at the address described in Paragraph 12)and be sufficient compliance as of the date received at the sent a copy, or notice thereof,to the Owner, address shown on the signature page. stating that a claim is being made under this Bond and enclosing a copy of the previous written notice furnished to the Contractor. AIA DOCUMENT A312 PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED.,AIA® A312-1984 5 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVE.,N.W.,WASHINGTON,D.C. 20006 THIRD PRINTING-MARCH 1987 13 When this Bond has been furnished to comply with a materials or equipment"that part of water, gas, power, light, statutory or other legal requirement in the location where heat,oil, gasoline,telephone service or rental equipment the construction was to be performed, any provision in this used in the Construction Contract, architectural and Bond conflicting with said statutory or legal requirement engineering services required for performance of the work of the shall be deemed deleted herefrom and provisions conforming Contractor and the Contractor's subcontractors,and to such statutory or other legal requirement shall be deemed all other items for which a mechanic's lien may be incorporated herein. The intent is that this Bond shall be asserted in the jurisdiction where the labor, materials construed as a statutory bond and not as a common law bond. or equipment were furnished. 14. Upon request by any person or entity appearing to be a 15.2 Construction Contract: The agreement between potential beneficiary of this Bond,the Contractor shall the Owner and the Contractor identified on the signature page, promptly furnish a copy of this Bond or shall permit a copy including all Contract Documents and changes thereto. to be made. 15.3 Owner Default: Failure of the Owner,which has 15. DEFINITIONS neither been remedied nor waived,to pay the Contractor as required by the Construction Contract or to perform and complete 15.1 Claimant: An individual or entity having a direct or comply with the other terms thereof. contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Contract. The intent of this Bond shall be to include without limitation in the terms"labor, MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Attorney-in-Fact Address: Address: AIA DOCUMENT A312 PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED.AIA® A312-1984 6 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVE.,N.W.,WASHINGTON,D.C. 20006 THIRD PRINTING-MARCH 1987 SECTION GC GENERAL CONDITIONS INDEX TO ARTICLES OF GENERAL CONDITIONS Section Page GC-01 Definitions 12 GC-02 Additional Instructions and Detail Drawings 14 GC-03 Schedules, Reports and Records 14 GC-04 Drawings and Specifications 14 GC-05 Shop Drawings 15 GC-06 Materials, Services and Facilities 15 GC-07 Inspection and Testing 15 GC-08 Substitutions 16 GC-09 Patents 16 GC-10 Surveys, Permits and Regulations 16 GC-11 Protection of Work, Property and Persons 17 GC-12 Supervision by Contractor 17 GC-13 Changes in the Work 18 GC-14 Changes in Contract Price 18 GC-15 Time for Completion 18 GC-16 Correction of Work 18 GC-17 Subsurface Conditions 19 GC-18 Suspension of Work, Termination and Delay 19 GC-19 Payments to Contractor 21 GC-20 Acceptance of Final Payment as Release 21 GC-21 Insurance 21 GC-22 Contract Security 22 GC-23 Assignments 23 GC-24 Indemnification 23 GC-25 Separate Contracts 23 GC-26 Subcontracting 24 GC-27 Project Manager's Authority 24 GC-28 Land and Rights-of-Way 24 GC-29 Guarantee 24 GC-30 Taxes 25 GC-31 Work Adjacent to Railway or Other Property 25 GC-32 Order and Discipline 25 GC-33 Warning Devices and Signs 25 GC-34 Special Restrictions 25 GC-35 As-Built Drawings 25 GC-36 Allowances 25 11 GC-01. DEFINITIONS: Wherever used in the Contract Documents, the following terms shall have the meanings indicated which shall be applicable to both the singular and plural thereof. 1. ADDENDA: Written or graphic instruments issued prior to the execution of the Agreement which modify or interpret the Contract Documents, Drawings and Specifications, by addition, deletion, clarifications or corrections. 2. BID: The offer or proposal of the Bidder submitted on the prescribed form setting forth the prices for the work to be performed. 3. BIDDER: Any person, firm or corporation submitting a bid or proposal for the work. 4. BONDS: Bid, Performance and Payment Bonds and other instruments of security furnished by the Contractor and his Surety in accordance with the Contract Documents. 5. CHANGE ORDER: A written order to the Contractor authorizing an addition, deletion or revision in the work within the general scope of the Contract Documents or authorizing an adjustment in the contract price or contract time. 6. CONTRACT DOCUMENTS: The contract including, but not limited to, Request for Proposals, Advertisement for Bids, Information for Bidders, Proposal, Bid Bond, Notice of award, Agreement, Performance Bond, Payment Bond, Notice to Proceed, Change Order, General Conditions, Supplemental General Conditions, Special Conditions, Technical Specifications, Drawings and Addenda. 7. CONTRACT PRICE: The total monies payable to the Contractor under the terms and conditions of the Contract Documents. 8. CONTRACT TIME: The number of calendar days, or defined completion date stated in the Contract Documents for the completion of the work. 9. LIFE OF THE CONTRACT: The total duration of the Contract from Notice to Proceed to completion of all the work. 10. CONTRACTOR: The person, firm or corporation with whom the Owner has executed the Agreement. 11. DRAWINGS: The part of the Contract Documents which show the characteristics and scope of the work to be performed and which have been prepared or approved by the Project Manager. 12. FIELD ORDER:A written order effecting a change in the work not involving an adjustment in the contract price or an extension of the contract time issued by the Project Manager to the Contractor during construction. 13. NOTICE OF AWARD: The written notice of the acceptance of the Bid from the Owner to the successful Bidder. 14. NOTICE TO PROCEED: Written communication issued by the Owner to the Contractor authorizing him to proceed with the work and establishing the date of commencement of the work. 15. OWNER: For purposes of this Request for Bids, the Owner is Augusta, Georgia. 16. PROJECT: The undertaking to be performed as provided in the Contract Documents. 12 17. PROJECT MANAGER: The authorized representative of the Owner who is assigned to the project or any part thereof. For purposes of this contract, the Project Manager for the Central Services Department or his designated representative shall act as the Project Manager. 18. SHOP DRAWINGS: All drawings, diagrams, illustrations, brochures, schedules, and other data which are prepared by the Contractor,a Subcontractor, Manufacturer,Supplier or Distributor, which illustrate how specific portions of the work shall be fabricated or installed. 19. SPECIFICATIONS: A part of the Contract Documents consisting of written descriptions of a technical nature or materials, equipment, construction systems, standards and workmanship. 20. SUBCONTRACTOR: An individual, firm or corporation having a direct contract with the Contractor or any other Subcontractor for the performance of a part of the work at the site. 21. SUBSTANTIAL COMPLETION: That date as certified by the Project Manager when the construction of the project or a specified part can be utilized for the purposes for which it is intended. 22. SUPPLEMENTAL GENERAL CONDITIONS: Modifications and/or additions to the General Conditions of a specific nature generally aimed at the specific contract of which it is a part. 23. SUPPLIERS: Any person, supplier or organization who supplies materials or equipment for the work, including that fabricated to a special design, but who does not perform labor at the site. 24. WORK: All labor necessary to produce the construction required by the Contract Documents and all materials and equipment incorporated or to be incorporated in the project. 25. WRITTEN NOTICE: Written notice to any party of the Agreement relative to any part of this Agreement. Said Notice is considered delivered and the service thereof completed, when posted by certified or registered mail to the said party at his last given address or delivered in person to said party or his authorized representative on the work. GC-02. ADDITIONAL INSTRUCTIONS AND DETAIL DRAWINGS: 1. The Contractor may be furnished additional instructions or detail drawings, by the Project Manager, as necessary to carry out the work required by the Contract Documents. 2. Any additional drawings and instructions thus supplied will become a part of the Contract Documents. The Contractor shall carry out the work in accordance with the additional detail drawings and instructions. GC-03. SCHEDULES, REPORTS AND RECORDS: 13 1. The Contractor shall submit to the Owner such schedule of quantities and costs, progress schedules, payrolls, reports, estimates, records and other data as the Owner may request concerning the work performed or to be performed. 2. Prior to the first partial payment estimate, the Contractor shall submit schedules showing the order in which he proposes to carry on the work, including dates at which he will start the various parts of the work, estimated date of completion of each part and as applicable: 2.1 the dates at which special detail drawings will be required; and 2.2 respective dates for submission of shop drawings, the beginning of manufacture, the testing and the installation of materials, supplies and equipment. 3. The Contractor shall also submit a schedule of payments that he anticipates he will earn during the course of the work. GC-04. DRAWINGS AND SPECIFICATIONS; 1. The intent of the Contract Documents is to describe the scope of work for which the Contractor shall furnish all design, labor, materials,tools,equipment and transportation necessary for the proper execution.All work is to be in accordance with the Contract Documents and all incidental work necessary to complete the project in an acceptable manner, ready for use, occupancy or operation by the Owner is to be included. 2. In case of conflict between any drawings and specifications, the specifications shall govern. Figure dimensions on drawings shall govern over general drawings. 3. Any discrepancies, inconsistencies, or ambiguities found between the Contract Documents and site conditions shall be immediately reported to the Project Manager, in writing,who shall promptly correct such inconsistencies or ambiguities in writing. Work done by the Contractor after his discovery of such discrepancies, inconsistencies or ambiguities shall be done at the Contractor's risk. 4. All work that may be called for in the specifications and not shown on the drawings, or shown and not called for in the specifications, shall be executed and furnished by the Contractor as if described in both these ways. Should any work or material be required which is not detailed in the specifications or drawings, either directly or indirectly, but which is nevertheless necessary for the proper carrying out of the intent thereof, the Contractor is to understand the same to be implied and required and shall perform all such work and furnish any such material as fully as if they were particularly delineated or described. 5. It is understood and agreed that the Contractor, by careful examination, has satisfied himself as to the nature and location of the work, the conformation of the ground, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the prosecution of the work, the general and local conditions and all other matters which can in any way affect the work under this contract. No verbal agreement or conversation with any officer, agent or employee of the Owner, either before or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained. GC-05. SHOP DRAWINGS: 1. The Contractor shall provide design drawings, shop drawings and product data for all components as may be necessary for the prosecution of the work as required by the Contract Documents. The Project Manager shall promptly review all shop drawings. The Project Manager's approval of any shop drawings shall not release the Contractor from responsibility for deviations from the Contract Documents.The approval of any shop drawing that deviates substantially from the requirement of the Contract Documents shall be evidenced by a Change Order. 14 2. When submitted for the Project Manager's review, shop drawings shall bear the Contractor's certification that he has reviewed, checked and approved the shop drawings and that they are in conformance with the requirements of the Contract Documents. 3. Portions of the work that require shop drawings or sample submission shall not commence until the shop drawings or submissions have been approved by the Project Manager. A copy of each approved shop drawing and each approved sample shall be kept in good order by the Contractor at the site and shall be available to the Project Manager. GC-06. MATERIALS, SERVICES AND FACILITIES: 1. It is understood that, except as otherwise specifically stated in the Contract Documents, the Contractor shall provide and pay for all materials, labor, tools, equipment, transportation, supervision, temporary construction of any nature and all other services and facilities of any nature necessary to execute, complete and deliver the work within the specified time. 2. Materials and equipment shall be stored so as to insure the preservation of their quality and fitness for the work. Stored materials and equipment to be incorporated in the work shall be located so as to facilitate prompt inspection. 3. Manufactured articles, materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned as directed by the manufacturer. 4. Materials, supplies or equipment shall be in accordance with samples submitted by the Contractor and approved by the Project Manager. 5. Materials, supplies or equipment to be incorporated into the work and purchased by the Contractor or the Subcontractor will be subject to a chattel mortgage or under a conditional sale contract or other agreement by which an interest is retained by the seller. GC-07. INSPECTION AND TESTING: 1. All materials and equipment used in the construction of the project shall be subject to adequate inspection and testing in accordance with generally accepted standards. 2. The Contractor shall provide, at his expense, the necessary testing, inspection and certification services required by the Contract Documents, unless otherwise provided. 3. The Owner shall provide all other inspection and testing services required by the Contract Documents. 4. If the Contract Documents, laws, ordinances, rules, regulations or orders of any public authority having jurisdiction require any work to specifically be inspected, tested or approved by someone other that the Contractor, the Contractor will give the Project Manager timely notice of readiness.The Contractor will then furnish the Project Manager the required certificates of inspection, testing or approval. 5. Neither observation by the Project Manager nor inspections, tests or approvals by persons other than the Contractor shall relieve the Contractor from his obligations to perform the work in accordance with the requirements of the Contract Documents. 6. The Project Manager and his representatives will at all times have access to the work. In addition, authorized representatives and agents of any participating Federal or State Agency shall be permitted to inspect all work, materials, payrolls, records of personnel, invoices of materials and other relevant data and records. The Contractor will provide proper facilities for such access and observation of the work and also for any inspection or testing thereof. 15 7. If any work is covered contrary to the written request of the Project Manager, it must, if requested by the Project Manager, be uncovered for his observation and replaced at the Contractor's expense. 8. If any work has been covered which the Project Manager has not specifically requested to observe prior to its being covered or if the Project Manager considers it necessary or advisable that covered work be inspected or tested by others, the Contractor at the Project Manager's request, will uncover, expose or otherwise make available for observation, inspection or testing as the Project Manager may require, that portion of the work in question, furnishing all necessary labor, materials, tools and equipment. If it is found that such work is defective, the Contractor will bear all the expenses of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction. If, however, such work is not found to be defective, the Contractor will 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 an appropriate change order shall be issued. 9. The Contractor shall give the Project Manager 24 hours notice of starting any new work. No work shall be done or materials used without suitable supervision and inspection by the Project Manager. The Contractor shall furnish the Project Manager with necessary samples of material for testing purposes. GC-08. SUBSTITUTIONS: 1. When a material, article or piece of equipment is identified on the drawings or specifications by reference to brand name or catalogue number,the performance or other salient requirements and that other products of equal capacities, quality and function shall be considered. The Contractor may recommend the substitution of a material, article or piece of equipment of equal substance and function for those referred to in the Contract Documents by reference to brand name or catalogue number and if, in the opinion of the Project Manager, such material, article or piece of equipment is of equal substance and function to that specified, the Project Manager may approve its substitution and use by the Contractor.Any cost differential shall be deducted from the contract price and the Contract Documents shall be appropriately modified by change order. The Contractor warrants that if substitutes are approved, no major changes in the function or general design of the project will result. Incidental changes or extra component parts required to accommodate the substitute will be made by the Contractor without a change in the contract price or contract time. GC-09. PATENTS: 1. The Contractor shall pay all applicable royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and save the Owner harmless from loss on account thereof except that the Owner shall be responsible for any such loss when a particular process, design or the product of a manufacturer or manufacturers is specified, but if the Contractor has reason to believe that the design, process or product specified is an infringement of a patent, he shall be responsible for such loss unless he promptly gives such information to the Project Manager. GC-10. SURVEYS, PERMITS AND REGULATIONS: 1. The Owner shall furnish all land surveys and establish all base lines for locating the principal component parts of the work together with a suitable number of benchmarks adjacent to the work as shown in the Contract Documents. From the information provided by the Owner, unless otherwise specified in the Contract Documents,the Contractor shall develop and make all detail surveys needed for construction such as slope stakes, batter boards, stakes for pile locations cations and other working points, lines, elevations and cut sheets. 2. The Contractor shall carefully preserve benchmarks, reference points and stakes and in case of willful or careless destruction, he shall be charged with the resulting expense and shall be responsible for any 16 mistakes that may be caused by their unnecessary loss or disturbance. 3. Permits and licenses necessary for the prosecution of the work shall be secured and paid for by the Contractor.The Contractor shall give all notices and comply with all laws,ordinances, rules and regulations bearing on the conduct of the work as drawn and specified. If the Contractor observes that the Contract Documents are at variance therewith, he shall promptly notify the Project Manager in writing and any necessary changes shall be adjusted as provided in Section GC-13, Changes in the Work. GC-11. PROTECTION OF WORK, PROPERTY AND PERSONS: 1. The Contractor will be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the work. He will take all necessary precautions for the safety of and will provide the necessary protection to prevent damage, injury or loss to all employees on the work and other persons who may be affected thereby,all the work and all materials or equipment to be incorporated therein, whether in storage on or off the site or other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 2. The Contractor will comply with all applicable laws, ordinances, rules, regulations and orders of any public body having jurisdiction. He will erect and maintain, as required by the conditions and progress of the work, all necessary safeguards for safety and protection. He will notify the owners of adjacent properties when prosecution of the work may affect them. The Contractor will remedy all damage, injury or loss to any property caused, directly or indirectly, in whole or in part, by the Contractor, and subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them are liable, except damage or loss attributable to the fault of the Contract Documents or to the acts or omissions of the Owner or the 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 the Contractor. 3. In emergencies affecting the safety of persons or the work or property at the site or adjacent thereto, the Contractor, without special instructions or authorization from the Project Manager or Owner, shall act to prevent threatened damage, injury or loss. He will give the Project Manager prompt written notice of any significant changes in the work or deviations from the Contract Documents caused thereby and a Change Order shall be issued covering the changes and deviations involved. 4. The work under this Contract in every respect shall be at the risk of the Contractor until finished and accepted, except to damage or injury caused directly by the Owner's agents or employees. GC-12. SUPERVISION BY CONTRACTOR: 1. The Contractor will supervise and direct the work. He will be solely responsible for the means, methods, techniques, sequences and procedures of construction. The Contractor will employ and maintain on the work a qualified supervisor or superintendent who shall have been designated in writing by the Contractor as the Contractor's representative at the site. The supervisor shall have full authority to act on the behalf of the Contractor and all communications given to the supervisor shall be as binding as if given to the Contractor. The supervisor shall be present on the site at all times as required to perform adequate supervision and coordination of the work. 2. All contracts shall provide that Augusta, Georgia may, at reasonable times, inspect the part of the plant, place of business, or work site of a contractor or subcontractor or subunith t ereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia GC-13. CHANGES IN THE WORK: 17 1. The Owner may at any time as the need arises, order changes within the scope of the work without invalidating the Agreement. If such changes increase or decrease the amount due under the Contract Documents or in the time required for performance of the work, an equitable adjustment shall be authorized by Change Order. 2. The Project Manager, also, may at any time, by issuing a field order, make changes in the details of the work. The Contractor shall proceed with the performance of any changes in the work so ordered by the Project Manager unless the Contractor believes that such field order entitles him to a change in the contract price or time or both, in which event he shall give the Project Manager written notice thereof within ten (10) days after the receipt of the ordered change pending the receipt of an executed change order or further instruction from the Owner. GC-14. CHANGES IN CONTRACT PRICE: 1. The contract price may be changed only by a change order. The value of any work covered by a change order or of any claim for increase or decrease in the contract price shall be determined by one or more of the following methods in the order of precedence listed below: 1.1 Unit prices previously approved. 1.2 An agreed lump sum. 1.3 The actual cost for labor, direct overhead, materials, supplies, equipment and other services necessary to complete the work. In addition there shall be added an amount to be agreed upon but not to exceed fifteen (15) percent of the actual cost of the work to cover the cost of general overhead and profit. 2. 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. GC-15. TIME FOR COMPLETION: 1. The date of beginning and the time for completion of the work are essential conditions of the Contract Documents and the work embraced shall be commenced on the date specified in the Notice to Proceed. 2. The Contractor will proceed with the work at such rate of progress to insure full completion within the contract time. It is expressly understood and agreed, by and between the Contractor and the Owner, that the contract time for the completion of the work described herein is a reasonable time, taking into consideration the average climatic and economic conditions and other factors prevailing in the locality of the work. GC-16. CORRECTION OF WORK: 1. The Contractor shall promptly remove from the premises all work rejected by the Project Manager for failure to comply with the Contract Documents,whether incorporated in the construction or not and the Contractor shall promptly replace and re-execute the work in accordance with the Contract Documents and without expense to the Owner and shall bear the expense of making good all work of other Contractors destroyed or damaged by such removal or replacement. 2. All removal and replacement work shall be done at the Contractor's expense. If the Contractor does not take action to remove such rejected work within ten(10)days after receipt of written notice, the Owner may remove such work and store the materials at the expense of the Contractor. 3. Any omissions or failure on the part of the Project Manager to disapprove or reject any work or material shall not be construed to be an acceptance of any defective work or material. The Contractor shall remove, at his own expense and shall rebuild and replace same without extra charge and in default thereof the same 18 may be done by the Owner at the Contractor's expense or in case the Project Manager shall not consider the defect of sufficient importance to require the Contractor to rebuild or replace any imperfect work or material, he shall have the power and is hereby authorized to make an equitable deduction from the stipulated price. GC-17. SUBSURFACE CONDITIONS: 1. The Contractor shall promptly and before such conditions are disturbed, except in the event of an emergency, notify the Owner by written notice of: 1.1 Subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents. 1.2 Unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. 2. The Owner shall promptly investigate the conditions and if he finds that such conditions do so materially differ and cause an increase or decrease in the cost of, or in the time required,for performance of the work, an equitable adjustment shall be made and the Contract Documents shall be modified by a Change Order. Any claim of the Contractor for adjustment hereunder shall not be allowed unless he has given the required written notice; provided that the Owner may, if he determines the facts so justify, consider and adjust any such claims asserted before the date of final payment. GC-18. SUSPENSION OF THE WORK, TERMINATION AND DELAY: 1. The Owner may, at any time and without cause, suspend the work or any portion thereof for a period of not more than ninety days or such further time as agreed upon by the Contractor, by written notice to the Contractor. The Project Manager shall fix the date on which work shall be resumed. The Contractor will resume that work on the date so fixed. The Contractor will be allowed an increase in the contract price, an extension of the contract time, or both, directly attributable to any suspension. 2. If the Contractor is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of his creditors or if a trustee or receiver is appointed for the Contractor or for any of his property or if he files a petition to take advantage of any debtor's act to reorganize under the bankruptcy or applicable laws or if he repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment, or if he repeatedly fails to make prompt payments to subcontractors or for labor, materials or equipment or if he disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction of the work or if he disregards the authority of the Project Manager, or if, in the opinion of the Project Manager, the Contractor fails to make satisfactory progress in prosecuting the work, or if he otherwise violates any provision of the Contract Documents, then the Owner may, without prejudice to any other right or remedy and after giving the Contractor and his Surety a minimum of ten (10)days from delivery of a written notice, terminate the services of the Contractor and take possession of the Project and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and finish the work by whatever method he may deem expedient. In such case,the 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 and indirect costs of completing the Project, including compensation for additional professional services, such excess shall be paid to the Contractor. If such costs exceed such unpaid balance, the Contractor will pay the difference to the Owner. Such costs incurred by the Owner will be determined by the Project Manager and incorporated in a Change Order. 3. The Contractor must obtain permission from the Project Manager before any equipment can be removed from the job site. In the event such equipment is removed without the Project Manager's approval, the job will be terminated until such time as the equipment is returned to the project and any time and money lost by the Contractor as a result of moving the equipment shall be absorbed by the Contractor. 19 4. Where the Contractor's services have been so terminate by the Owner, said termination shall not affect any right of the Owner against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the Owner due the Contractor will not release the Contractor from compliance with the Contract Documents. 5. After ten (10)days from delivery of a written notice to the Contractor and the Project Manager, the Owner, may, without cause and without prejudice to any other right or remedy, elect to abandon the Project and terminate the Contract. In such case, the Contractor shall be paid for all work executed and any expense sustained plus reasonable profit. 6. If, through no act or fault of the Contractor, the work is suspended for a period of more than ninety (90) days by the Owner or under an order of court or other public authority of the Project Manager fails to act on any request for payment within thirty(30)days after it is submitted or the Owner fails to pay the Contractor substantially the sum approved by the Project Manager within thirty (30) days of its approval and presentation, then the Contractor may after ten(10)days from delivery of a written notice to the Owner and the Project Manager, terminate the Contract and recover from the Owner payment for all work executed and all expenses sustained. In addition, and in lieu of terminating the Contract, if the Project Manager has failed to act on a request for payment or if the Owner has failed to make any payment as aforesaid, the Contractor may, upon ten (10) days notice to the Owner and the Project Manager, stop the work until he has been paid all amounts then due, in which event and upon resumption of the work, Change Orders shall be issued for adjusting the contract price or extending the contract time or both to compensate for the costs and delays attributable to the stoppage of the work. 7. If the performance of all or any portion of the work is suspended, delayed, or interrupted as a result of a failure of the Owner or the Project Manager to act within the time specified in the Contract Documents, or if no time is specified, within reasonable time, an adjustment in the contract price or an extension of the contract time or both, shall be made by Change Order to compensate the Contractor for the costs and delays necessarily caused by the failure of the Owner or the Project Manager. 8. 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 9. Termination of the Agreement for Default Failure of the Contractor, which has not been remedied or waived, to perform or otherwise comply with a material condition of the Agreement shall constitute default. The Owner may terminate this contract is part or in whole upon written notice to the Contractor pursuant to this term. GC-19. PAYMENTS TO THE CONTRACTOR: 1. Between the first (1st) and the fifth (5th) of each month, the Contractor will submit to the Project Manager a partial payment estimate filled out and signed by the Contractor on an approved form covering the work performed during the period covered by the partial payment estimate and supported by such data as the Project Manager may reasonably require. If payment is requested on the basis of materials and equipment not incorporated in the work but delivered and suitably stored at or near the site, the partial payment estimate shall also be accompanied by such supporting data, satisfactory to the Owner, as will establish the Owner's title to the material and equipment and protect his interest therein, including applicable insurance. The Project Manager will, within ten days after receipt of each partial payment estimate, either indicate in writing his approval of payment and present the partial payment estimate to the Owner, or return the partial payment estimate to the Contractor indicating in writing his reasons for refusing to approve payment. In the latter case, the Contractor may make the necessary corrections and resubmit the partial payment estimate. The Owner will, within ten days of presentation to him of an approved partial payment estimate, pay the Contractor a progress payment on the basis of the approved partial payment estimate. The Owner shall retain ten (10%) percent of the amount of each payment until final completion and 20 acceptance of all work covered by the Contract Documents. The Owner at any time, however, after fifty (50%) percent of the work has been completed, if he finds that satisfactory progress is being made, may reduce the retained percentage to five(5%)percent on the current and remaining estimates. On completion and acceptance of a part of the work on which the price is stated separately in the Contract Documents, payment may be made in full, including retained percentages, less authorized deductions. 2. The request for payment may also include an allowance for the cost of such major materials and equipment which are suitably stored and insured either at or near the site. 3. All work covered by partial payment shall thereupon become the sole property of the Owner, but this provision shall not be construed as relieving the Contractor of the sole responsibility for the care and protection of the work, material and equipment upon which payments have been made or the restoration of any damaged work, or as a waiver of the right of the Owner to require the fulfillment of all terms of the Contract Documents. 4. Upon completion and acceptance of the work, the Project Manager shall issue a certificate attached to the final payment request that the work has been accepted by him under the conditions of the Contract Documents. The entire balance found to be due the Contractor, including the retained percentages shall be paid to the Contractor, except such sums as may be lawfully retained by the Owner for saving the Owner or the Owner's agents harmless from all claims growing out of the lawful demands of Subcontractors, laborers, workmen, mechanics, materialmen and furnishers of machinery and parts thereof, equipment, tools and supplies, incurred in the furtherance of the performance of the work. The Contractor shall, at the Owner's request, furnish satisfactory evidence that all obligations of the nature designated above have been paid, discharged, or waived. If the Contractor fails to do so, the Owner may, after having notified the Contractor, either pay unpaid bills or withhold from the Contractor's unpaid compensation a sum of money deemed reasonably sufficient to pay any and all such lawful claims until satisfactory evidence is furnished that all liabilities have been fully discharged whereupon payment to the Contractor shall be resumed, in accordance with the terms of the Contract Documents, but in no event shall the provisions of this sentence be construed to impose any obligations upon the Owner to either the Contractor, his Surety, or any third party. In paying any unpaid bills of the Contractor, any payment so made by the Owner shall be considered as a payment made under the Contract Documents by the Owner to the Contractor and the Owner shall not be liable to the Contractor for any such payments made in good faith. 5. If the Owner fails to make payment 30 days after approval by the Project Manager, in addition to other remedies available to the Contractor, there may be added to each such payment, interest at a maximum rate of 1% per month commencing on the first day after said payment is due and continuing until the payment is received by the Contractor. 6. Prohibition Against Contingency 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-Owner fee related to this Agreement without the prior written consent of Owner. For breach or violation of this warranty, the Owner 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. 7. Georgia Prompt Pay Act not Applicable. The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act. GC-20. ACCEPTANCE OF FINAL PAYMENT AS RELEASE: 1. The acceptance by the Contractor of final payment shall be and shall operate as a release to the Owner of all claims and all liability to the Contractor other than claims in stated amounts as may be specifically excepted by the Contractor for all things done or furnished in connection with this work and for every act 21 and neglect of the Owner and other relating to or arising out of this work. Any payment, however, final or otherwise, shall not release the Contractor or his Sureties from any obligations under the Contract Documents or the Performance Bond and Payment Bonds. GC-21. INSURANCE: 1. The Contractor shall purchase and maintain during the life of this Contract such insurance as will protect him from claims set forth below which may arise out of or result from the Contractor's execution of the work, whether such execution by himself or by any Subcontractor or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. 1.1 Claims under Workman's Compensation, disability benefit and other similar employee benefit acts, 1.2 Claims for damages because of bodily injury, occupational sickness or disease or death of his employees, 1.3 Claims for damages because of bodily injury, sickness or disease or death of any person other than his employees, 1.4 Claims for damages insured by usual personal injury liability coverage which are sustained (1) by any person as a result of an offense directly or indirectly related to the employment of such person by the Contractor or(2) by any other person; and 1.5 Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom. 2. Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the work. These Certificates shall contain a provision that coverage afforded under the policies will not be cancelled unless at least fifteen (15)days prior written notice has been given to the Owner. 3. The Contractor shall procure and maintain, at his own expense, during the life of the Contract, liability insurance as hereinafter specified. 3.1 Contractor's General Public liability and Property Damage insurance including vehicle coverage issued to the Contractor and protecting him from all claims for personal injury, including death, and all claims for destruction of or damage to property, arising out of or in connection with any operations under the Contract Documents, whether such operations be by himself or by any Subcontractor under him or anyone directly or indirectly employed by the Contractor or by a Subcontractor under him. Insurance shall be written with a limit of liability of not less than$500,000 for all damages arising out of bodily injury, including death, at any time resulting therefrom, sustained by any one person in any one accident; and a limit of liability of not less than $500,000 for any such damages sustained by two or more persons in any one accident. Insurance shall be written with a limit of liability of not less than $500,000 for all property damage sustained by any one person in any one accident; and a limit of liability of not less than $500,000 for any such damage sustained by two or more persons in any one accident. 4. The Contractor shall procure and maintain,at his own expense,during the life of the Contract,in accordance with the provisions of the laws of the state in which the work is performed, Workman's Compensation Insurance, including occupational disease provisions, for all of his employees at the site of the project and in case any work is sublet, the Contractor shall require such Subcontractor similarly to provide Workman's Compensation Insurance, including occupational disease provision for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work under this Contract at the site of the Project is not protected under Workman's Compensation statute, the Contractor shall provide and shall cause each Subcontractor to provide adequate and suitable insurance for the protection of his employees not otherwise protected. 22 5. The Contractor shall secure, if applicable, "All Risk"type Builder's Risk Insurance for work to be performed. Unless specifically authorized by the Owner, the amount of such insurance shall not be less than One Million Dollars ($1,000,000.00). The policy shall cover not less than the losses due to fire, explosion, hail, lightening, vandalism, malicious mischief, wind, collapse, riot, aircraft and smoke during the contract time and until the work is accepted by the Owner. The policy shall name as the insured the Contractor, the Project Manager and the Owner. GC-22. CONTRACT SECURITY: 1. The Contractor shall, within ten (10)days after the receipt of the Notice of Award, furnish the Owner with a Performance Bond and a Payment Bond in penal sums equal to the amount of the contract price, conditioned upon the performance by the Contractor of all undertakings, covenants, terms, conditions and agreements of the Contract Documents and upon the prompt payment by the Contractor to all persons supplying labor and materials in the prosecution of the work provided by the Contract Documents. Such bonds shall be executed by the Contractor and a corporate bonding company licensed to transact business in the state in which the work is to be performed and named on the current list of"Surety Companies Acceptable on Federal Bonds"as published in the Treasury Department Circular Number 570. The expense of these bonds shall be borne by the Contractor. If at any time a Surety on any such bond is declared a bankrupt or loses its right to do business in the state in which the work is to be performed or is removed from the list of Surety Companies accepted on Federal Bonds, Contractor shall within ten (10)days after notice from the Owner to do so, substitute an acceptable bond (or bonds) in such form and sum and signed by such other Surety or Sureties as may be satisfactory to the Owner. The premiums on such bonds shall be paid by the Contractor. No further payments shall be deemed due nor shall be made until the new Surety or Sureties shall have furnished an acceptable bond to the Owner. GC-23. ASSIGNMENTS: 1. Neither the Contractor nor the Owner shall sell, transfer, assign or otherwise dispose of the Contract or any portion thereof, or his right, title or interest therein, or his obligations thereunder, without written consent of the other party. GC-24. INDEMNIFICATION: 1. The Contractor will indemnify and hold harmless the Owner and the Project Manager and their agents and employees from and against all claims, damages, losses and expenses including attorney's fees arising out of or resulting from the performance of the work, provided that any such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including the loss of use resulting therefrom; and is caused in whole or in part by any negligent or willful act or omission of the Contractor and Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 2. In any and all claims against the Owner or the Project Manager or any of their agents or employees, by an employee of the Contractor, Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under Workman's Compensation acts, disability benefit acts or other employee benefits acts. 3. The obligation of the Contractor under this paragraph shall not extend to the liability of the Project Manager, his agents or employees arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, design or specifications. GC-25. SEPARATE CONTRACTS: 23 1. The Owner reserves the right to let other contracts in connection with this Project. The Contractor shall afford other contractors reasonable opportunity for the introduction and storage of their materials and the execution of their work and shall properly connect and coordinate his work with theirs. If the proper execution or results of any part of the Contractor's work depends upon the work of any other Contractor, the Contractor shall inspect and promptly report to the Project Manager any defects in such work that render it unsuitable for such proper execution and results. 2. The Owner may perform additional work related to the Project by himself or he may let other contracts containing provisions similar to these. The Contractor will afford the other Contractors who are parties to such contracts (or the Owner, if he is performing the additional work himself), reasonable opportunity for the introduction and storage of materials and equipment and the execution of the work and shall properly connect and coordinate his work with theirs. 3. If the performance of additional work by other Contractors or the Owner is not noted in the Contract Documents prior to the execution of the Contract, written notice thereof shall be given to the Contractor prior to starting any such additional work. If the Contractor believes that the performance of such additional work by the Owner or others involves him in additional expense or entitles him to an extension of the contract time, he may make a claim therefor as provided in Sections GC-13 and GC-14. GC-26. SUBCONTRACTING: 1. The Contractor may utilize the services of specialty Subcontractors on those parts of the work which, under normal contracting practices, are performed by specialty Subcontractors. 2. The Contractor shall not award work to Subcontractor(s), in excess of fifty (50%) percent of the Contract Price, without prior written approval of the Owner. 3. The Contractor shall be fully responsible to the Owner for the acts and omissions of his Subcontractors, and of persons either directly or indirectly employed by them, as he is for the acts and omissions of person directly employed by him. 4. The Contractor shall cause appropriate provisions to be inserted in all subcontracts relative to the work to bind the Subcontractors to the Contractor by the terms of the Contract Documents insofar as applicable to the work of Subcontractors and to give the Contractor the same power as regards terminating any subcontract that the Owner may exercise over the Contractor under any provision of the Contract Documents. 5. Nothing contained in this Contract shall create any contractual relation between any Subcontractor and the Owner. GC-27. PROJECT MANAGER'S AUTHORITY: 1. The Project Manager shall act as the Owner's representative during the construction period. He shall decide questions which may arise as to quality and acceptability of materials furnished and work performed. He shall interpret the intent of the Contract Documents in a fair and unbiased manner. The Project Manager will make visits to the site and determine if the work is proceeding in accordance with the Contract Documents. 2. The Contractor will be held strictly to the intent of the Contract Documents in regard to the quality of materials, workmanship and execution of the work. Inspections may be made at the factory or fabrication plant or the source of material supply. 3. The Project Manager will not be responsible for the construction means, controls, techniques, sequences, procedures, or construction safety. 24 4. The Project Manager shall promptly make decisions relative to interpretation of the Contract Documents. GC-28. LAND AND RIGHTS-OF-WAY: 1. The Owner shall provide the Contractor information which delineates and describes the land owned and right-of-way acquired. 2. The Contractor shall provide at his own expense and without liability to the Owner any additional land or building and access thereto that the Contractor may desire for temporary construction facilities, or for storage of materials. GC-29. GUARANTEE: 1. The contractor shall provide a warranty on all work, materials and equipment incorporated into this project. The warranty period shall not be less than one (1) year from the date of completion and shall cover parts and labor. GC-30. TAXES: 1. The Contractor will pay all sales, consumer, use and other similar taxes required by the law of the place where the work is performed. GC-31. WORK ADJACENT TO RAILWAY OR OTHER PROPERTY: 1. Whenever the work embraced in this Contract is near the tracks, structures or buildings of the Owner or of other railways, persons, or property, the work shall be so conducted as not to interfere with the movement of trains or other operations of the railway, or, if in any case such interference be necessary, the Contractor shall not proceed until he has first obtained specific authority and directions therefor from the proper designated officer of the Owner and has the approval of the Project Manager. GC-32. ORDER AND DISCIPLINE: 1. The Contractor shall at all times enforce strict discipline and good order among his employees and any employee of the Contractor who shall appear to be incompetent, disorderly or intemperate or in any other way disqualified for or unfaithful to the work entrusted to him, shall be discharged immediately on the request of the Project Manager and he shall not again be employed on the workout with the Project Manager's written consent. GC-33. WARNING DEVICES AND SIGNS: 1. The Contractor shall furnish, erect, paint and maintain appropriate warning devices in and around the construction area. GC-34. SPECIAL RESTRICTIONS: Not Used for this Project GC-35. AS-BUILT DRAWINGS: Not Used for this Project GC-36. ALLOWANCES: - Not Used for this Project 25 SECTION SGC INDEX TO SUPPLEMENTAL GENERAL CONDITIONS SECTION TITLE SGC-01. Contractor's Breakdown of Lump Sum Payment Items SGC-02. Prior Use By Owner SGC-03. Cleaning Up SGC-04. Maintenance of Traffic SGC-05. Maintenance of Access SGC-06. Erosion Control and Restoration of Property SGC-07. Safety and Health Regulations SGC-08. Pre-Construction Conference SGC-09. Settlement of Disputes SGC-10. Open Records Act 26 SECTION SGC SUPPLEMENTAL GENERAL CONDITIONS SGC-01. CONTRACTOR'S BREAKDOWN OF LUMP SUM PAYMENT ITEMS: The Contractor shall, immediately after the contract has been awarded, submit to the Project Manager for his approval, a breakdown showing estimates of all costs apportioned to the major elements of design, equipment, material and labor comprising the total work included under any of the lump sum items shown in the proposal. These estimates as approved will serve as the basis for estimating of payments due on all progress estimates. SGC-02. PRIOR USE BY OWNER: Prior to completion of all the work, the Owner may take over the operation and/or use of the incomplete project or portions thereof. Such prior use of the facilities by the Owner shall not be deemed as final acceptance of any work or relieve the Contractor from any of the requirements of the Contract Documents. SGC-03. CLEAN-UP: The Contractor shall keep the premises free from the accumulation of waste material and rubbish and upon completion of the work, prior to final acceptance of the completed project by the Owner, he shall remove from the premises all rubbish, surplus materials, implements, tools, etc., and leave his work in a clean condition, satisfactory to the Project Manager. Periodic cleaning will be scheduled by a representative of the owner. SGC-04. MAINTENANCE OF TRAFFIC AND OPERATIONS: The Contractor shall provide adequate warning and protection for pedestrian and vehicular traffic from any hazard arising out of the Contractor's operations and will be held responsible for any damage caused by negligence on his part or by the improper placing of or failure to display danger signs and road lanterns.All traffic lanes, sidewalks and driveways will be kept open and clear at all times except as provided below. The Contractor shall not block traffic on any street more than 30 minutes or without written permission from such agency. Before leaving the work each night, it shall be placed in such condition as to cause the least possible hazard therefrom. Should the Contractor fail to comply with the provisions of this paragraph, the Owner may, with his own forces, provide signs, flagmen, barricades and/or passageways or clear the pavement and deduct the cost thereof from sums due to the Contractor. Detours and traffic controls are to be reviewed by Traffic Engineering before implementation. SGC-05. MAINTENANCE OF ACCESS: The Contractor will be required to maintain access to the establishment during all times it is normally open for business. Bridges across open trenches and work areas will be required to provide vehicular and pedestrian access. Bridges with handrail protection will be required for crosswalks at street intersections. It is recognized that it will be necessary to remove bridges and to block cross traffic while equipment is in operation. The Contractor shall, however, plan and pursue his operations so as to minimize the time that direct entrance is blocked. SGC-06. EROSION CONTROL AND RESTORATION OF PROPERTY: The Contractor will be required to schedule his work and perform operations in such a manner that siltation and bank erosion will be minimized during all phases of construction. This work should included protective measures in places before land disturbing activities begin in accordance with Federal, State and Local Ordinances covering soil erosion and siltation prevention. Any areas disturbed during the course of construction shall be restored to a condition equal or better than the original condition. SGC-07. SAFETY AND HEALTH REGULATIONS: The Contractor shall comply with the Department of Labor Safety and Health Regulations for construction promulgated under the Occupational, Health and Safety Act of 1970 (PL31-596) and under Section 107 of the Contract Work Hours and Safety Standards Act(PL91-54). SGC-08. PRE-CONSTRUCTION CONFERENCE: A pre-construction conference may be held at an acceptable time to the Owner and the Contractor prior to the"Notice to Proceed"to coordinate the work and satisfy all requirements of the Contract Documents. 07/27/18 27 of 29 SGC-09. SETTLEMENT OF DISPUTES: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, U.S.A. All claims, disputes and other matters in question between Licensee and Icon Software Corporation arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Contractor, by executing this Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue in said Court SGC-10. OPEN RECORDS ACT: Contractor acknowledges that this Agreement and certain documentation may be subject to the Georgia Open Records Act(O.C.G.A. § 50-18-70, et seq. Contractor shall cooperate fully in responding to such request and shall make all records, not exempt, available for inspection and copying as required by law. SGC-11. LIQUIDATED DAMAGES: The Contractor agrees to pay as liquidated damages to the Owner the sum of$ NONE for each consecutive calendar day after expiration of the Contract Time of Completion Time, except for authorized extensions of time by the Owner. The parties agree that these provisions for liquidated damages are not intended to operate as penalties for breach of Contract. The liquidated damages set forth above are not intended to compensate the Owner for any damages other than inconvenience and loss of use or delay in services. The existence or recovery of such liquidated damages shall not preclude the Owner from recovering other damages in addition to the payments made hereunder which the Owner can document as being attributable to the documented Contractor failures. In addition to other costs that may be recouped, the Owner may include costs of personnel and assets used to coordinate, inspect, and re-inspect items within this Contract as well as attorney fees if applicable. SPECIAL CONDITIONS SC-01. LICENSE: The successful bidder shall have a current Business license during the term of this contract. The license shall be purchased form the Business License and Enforcement Department. SC-02. COORDINATION OF WORK: The Contractor shall coordinate his work with the Landscape Section of the Facilities Management Division of Augusta Public Services Department as required for traffic control and access.All construction shall be in accordance with the contract documents and applicable codes and regulations. SC-03. OPERATION AND STORAGE AREAS: The owner will not be responsible for providing security for any stored materials, on site or off. SC-04. PRESERVATION OF EXISTING VEGETATION: The Contractor will preserve and protect existing vegetation such as trees, shrubs and grass on or adjacent to the site which do not unreasonably interfere with the construction as may be determined by the Project Manager. SC-05. CLEAN-UP: The Contractor shall keep the premises free from the accumulation of waste material and rubbish. Upon completion of the work, prior to final acceptance of the completed project by the Owner, he shall remove from the premises all rubbish and surplus materials to the satisfaction of the Project Manager. SC-06. 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. 07/27/18 28 of 29 SC-07. LOCAL SMALL BUSINESS LANGUAGE: In accordance with Chapter 108 of the Augusta, GA. Code, Contractor expressly agrees 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. The requirements of the Local Small Business Opportunity Program can be found at www.auclustapa.gov. In accordance with Augusta, GA. Code § 1-10- 129(d)(7),for all contracts where a local small business goal has been established,the contractor is required to provide local small business utilization reports. Contractor shall report to Augusta, Georgia the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta,Georgia. Such documents 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. 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 and/or collecting liquidated damages SC-08. 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 ACKNOWLEDGMENT "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 07/27/18 29 of 29