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HomeMy WebLinkAboutCONTRACT TO MIDWEST MAINTENANCE OF AUGUSTA TO RESTORE THE INTEGRITY OF THE EXTERIOR BUILDING ENVELOPE AT THE AUGUSTA ANIMAL SERVICES BUILDING • EXHIBIT II Augusta Animal Services Building Exterior Envelope Restoration Bid Item # 18- 188 INDEX TO CONTRACT Section Title Page NA Notice of Award 2 A Agreement 2-3 PB Performance Bond 4-5 LMPB Labor & Material Payment Bond 6-7 COA Certificate of Owner's Attorney 8 NP Notice to Proceed 9 GC General Conditions 10-24 SGC Supplemental General Conditions 25-27 SC Special Conditions 27-29 1 SECTION A AGREEMENT THIS AGREEMENT, made this 7th day of August , 2018 by and between Augusta Georgia, a political subdivision of the State of Georgia, hereinafter called "Owner" and Midwest Maintenance 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 Animal Services Exterior Building Envelope Restoration. All work is to be in accordance with plans prepared by the owner as included in Bid Item # 18-188 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 fifty (150) 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 Two hundred forty-four thousand three hundred eighty-two dollars($ 244,382.00). 5. The term "Contract Documents" means and includes the following: Advertisement for Bids Request for Bids#18-188 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#1 to Bid Item 18-188 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. 2 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. OWNER: AUGUSTA,GEORGIA ATTEST: /D r 4 a $ AV/EraSff !: ‘0 r , bt $ I, F`` No Ig 4,;;!:','',,„'k,' .:'` 'k aM ® 0 li 0 514 4, AI BY: '�IAME:A e/sii,. øbL2 R Au& Hardie Davis (Mayor) Lena B•ane , . �1,f:"f.�` 0 lit1(11 4 CONTRACTOR: Midwest Maintenance, Inc. ATTEST: 04111 (Ai ,.I, / II BY\4\ \.ki•..-\t. , (SEAL) NAME: William J. Meyer NAME: Angela M. Giguere (Type or Print) (Type or Print) TITLE: President TITLE: Secretary/Treasurer ADDRESS: 101 Fox Drive Piqua, OH 45356 3 • Performance Ohio Farmers Insurance Co. Bond Westfield Group SM One Park Circle, P 0 Box 5001 Westfield Center, Ohio 44251-5001 Bond No. 9853321 KNOW ALL MEN BY THESE PRESENTS: That Midwest Maintenance,Inc., 101 Fox Drive,Piqua,Ohio 45356 (Insert name and address,or legal title,of contractor) as Principal, hereinafter called Contractor, and OHIO FARMERS INSURANCE COMPANY, an Ohio Corporation, with principal office at Westfield Center, Ohio, as Surety, hereinafter called Surety, are held and firmly bound unto Augusta,Georgia,2760 Peach Orchard Road Augusta,GA 30906 (Insert name and address,or legal title,of owner) as Obligee, hereinafter called Owner in the amount of Two Hundred Forty-four Thousand,Three Hundred Eighty-two&00/100 Dollars ($ 244,382.00 for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns,jointly and severally, firmly by these presents. WHEREAS, Contractor has by written agreement dated August 7,2018 entered into a Contract with Owner for Augusta Animal Services Exterior Building Envelope Restoration in accordance with drawings and specifications prepared by (Insert full name and title) which Contract is by reference made a part hereof, and is hereinafter referred to as the Contract. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Contractor shall promptly and faithfully perform said Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect. Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Owner having performed Owner's obligation thereunder,the Surety may promptly remedy the default,or shall promptly (1) Complete the Contract in accordance with its terms and conditions,or (2) Obtain a bid or bids for submission to Owner for completing the Contract in accordance with its terms and conditions,and upon determination by Owner and Surety of the lowest responsible bidder,arrange for a contract between such bidder and Owner and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph)sufficient funds to pay the cost of completion less the balance of the contract price;but not exceeding, including other costs and damages for which the Surety may be liable hereunder,the amount set forth in the first paragraph hereof. The term"balance of the contract price", as used in this paragraph,shall mean the total amount payable by Owner to Contractor under the Contract and any amendments thereto, less the amount properly paid by Owner to Contractor. Any suit under this bond must be instituted before the expiration of two(2)years from the date on which Contractor ceases work on the Contract. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Owner named herein or the heirs,executors, administrators or successors of Owner. Signed this 7th day of August , 2018 Midwest Maintenance,Inc. William J. Meye , President OHIO FARMERS—INSURANCE COMPANY By: Nicole Attorney-in-Fact BD 50470F (01-2000) • THIS BOND ONLY COVERS CLAIMS OF SUBCONTRACTORS, SUPPLIERS, AND LABORERS FOR TOE THE EXTENT THE O h I o Farmers Insurance C o. PRINCIPAL HAS BEEN PAID FOR THE LABOR,SERVICES OR MATERIALS PROVIDED BY SUCH PERSONS. Westfield Group sM One Park Circle, P 0 Box 5001 Westfield Center, Ohio 44251-5001 Labor and Material Payment Bond Bond No. 9853321 NOTE:THIS BOND IS ISSUED SIMULTANEOUSLY WITH ANOTHER BOND IN FAVOR OF THE OWNER CONDITIONED FOR THE FULL AND FAITHFUL PERFORMANCE OF THE CONTRACT. KNOW ALL MEN BY THESE PRESENTS: That Midwest Maintenance.Inc.. 101 Fox Drive.Piqua,Ohio 45356 (Here insert the name and address,or legal title,of the contractor) as Principal, hereinafter called Principal, and OHIO FARMERS INSURANCE COMPANY, an Ohio Corporation with Principal Office at Westfield Center, Ohio, as Surety, hereinafter called Surety, are held and firmly bound unto Augusta,Georgia, 2760 Peach Orchard Road Augusta,GA 30906 (Here insert the name and address,or legal title,of the owner) as Obligee, hereinafter called Owner, for the use and benefit of claimants as herein below defined, in the amount of Two Hundred Forty-Four Thousand,Three Hundred Eighty-two&00/100 Dollars ($244,382.00 ), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns,jointly and severally, firmly by these presents. WHEREAS, Principal has by written agreement dated August 7,2018 entered into a Contract with Owner for Augusta Animal Services Exterior Building Envelope Restoration in accordance with drawings and specifications prepared by (Here insert full name and title) which Contract is by reference made a part hereof, and is hereafter referred to as the Contract. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if the Principal shall promptly make payment to all claimants as hereinafter defined, for all labor and material used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise it shall remain in full force and effect, subject, however, to the following conditions: 1. A claimant is defined as one having a direct contract with the Principal or with a subcontractor of the Principal for labor, material,or both,used or reasonably required for use in the performance of the Contract, labor and material being construed to include that part of water, gas, power, light, heat, oil gasoline,telephone service or rental of equipment directly applicable to the Contract. 2. The above named Principal and Surety hereby jointly and severally agree with the Owner that every claimant as herein defined, who has not been paid in full before the expiration of a period of ninety(90)days after the date on which the last of such claimant's work or labor was done or performed,or materials were furnished by such claimant,may sue on this bond for the use of such claimant in the name of the Owner, prosecute the suit to final judgment for such sum or sums as may be justly due claimant,and have execution thereon;provided,however,that the Owner shall not be liable for the payment of any costs or expenses of any such suit. 3. No suit or action shall be commenced hereunder by any claimant, (a) Unless claimant shall have given written notice to the Surety above named,within ninety(90)days after such claimant did or performed the last of the work of labor,or furnished the last of the materials for which said claim is made,stating with substantial accuracy the amount claimed and the name of the party to whom the materials were furnished, or for whom the work or labor was done or performed. Such notice shall be served by mailing the same by registered mail,postage prepaid,in an envelope addressed to the Surety,at Westfield Center,Ohio 44251. (b) After the expiration of one(1)year following the date on which Claimant ceased work on said Contract. (c) Other than in a state court of competent jurisdiction in and for the county or other political subdivision of the state in which the project,or any part thereof,is situated,or in the United States District Court for the district in which the project,or any part thereof,is situated,and not elsewhere. 4. The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith hereunder, inclusive of the payment by Surety of mechanics liens which may be filed of record against said improvements,whether or not claim for the amount of such lien be presented under and against this bond. Signed this 7th day of August , 2018 OHIO FARMERS INSURANCE COMPANY Midw st Mai t nance,Inc. (Seal) By y,�J � �� Principal A Q Ceat..J By ! �/`�r�", Nicole A.Laber Attorney-in-Fact W i 1 u r J M A y P President BD 5048 (2-2004) Financial Statement Ohio Farmers Insurance Co. December 31,2017 Westfield Center,Ohio 44251-5001 OHIO FARMERS INSURANCE COMPANY ? 12/31/17 _ ...._...., On thousands) Assets Cash,cash equivalents, and short term investments 35162 Bonds 465 546 s Stock __. _._.._..___..__. ...._...._........ .._ _...; 165,581 Subsidiaries 2 093 0581 Real estate 66,639i Premiums receivable 122,7931 Other assets _.. ... 159,1161 Total assets F 3 107 8951 Liabilities Reserve for unearned premiums " 172 7821 Reserve for unpaid losses and loss expenses _ 334 323 i Reserve for.taxes and other liabilities 266,276: Total liabilities 773 381 Sur•lus ____ Sur•lusto •olicyholders ___ ' 2,334,514 Total sur•lus 2,334,514_ Total liabilities and surplus 3 107 8951 State of Ohio ss: County of Medina The undersigned,being duly sworn, says: That he is National Surety Leader- Surety Operations of Ohio Farmers Insurance Company,Westfield Center,Ohio;that said Company is a corporation duly organized, existing and engaged in business as a Surety Company by virtue of the Laws of the State of Ohio and authorized to do business in the State of Georgia . and has duly complied with all the requirements of the laws of said State applicable to said Company and is duly qualified to act as Surety under such laws;that said Company has also complied with and is duly qualified to act as Surety under the Act of Congress approved July 1947,6 U.S.C. sec. 6-13; and that to the best of his knowledge and belief the above statement is a full, true, and correct statement of the financial condition of the said Company on the 31st day of December,2017. ,,..,,,,...,,,,,,,,s‘ Attest: 3gan44.00\.:0 ,AAA:..,1 \ i 1;-: "'"4. 1 Frank A.Carrino Dennis P.Baus ha,,,, ,,,.�, Group Legal Leader,Secretary National Surety Leader , tq Senior Executive�utti4:9411/01; Sworn to before me this 14th day of February A.D.2018. C��7�r+.�s Q���� imp My Commission Does Not Expire David A.Kotnik r Q ,° Sec. 147.03 Ohio Revised Code Attorney at Law BD5402 B Notary Public—State of Ohio •' THIS PbWER OF ATTORNEY SUPERCEDES ANY PREVIOUS POWER BEARING THIS SAME POWER#AND ISSUED PRIOR TO 02115117,FOR ANY PERSON OR PERSONS NAMED BELOW. POWER NO. 3413992 02 General Westfield Insurance Co. Power of Attorney Westfield National Insurance Co. Ohio Farmers Insurance Co. CERTIFIED COPY Westfield Center, Ohio Know All Men by These Presents, That WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, corporations, hereinafter referred to individually as a "Company" and collectively as "Companies," duly organized and existing under the laws of the State of Ohio,and having Its principal office in Westfield Center, Medina County,Ohio,do by these presents make,constitute and appoint BRENDA G.TAYLOR,MICHELLE A.DEMMITT,JENNIFER L SALM,AMANDA L MORRIS,KATHERINE J.SCARBERRY, NICOLE A.LASER, NICHOLAS J.BERTKE,LISA DAWSON-KNIGHT,TYLER BERTKE, DEBRA BRUMMETT,JENNIFER L. EDDY,DAVID G. EVELEIGH,JOINTLY OR SEVERALLY of DAYTON and State of OH its true and lawful Attorney(s)-in-Fact,with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings, or other instruments or contracts of , suretyship LIMITATION: THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE GUARANTEE,OR BANK DEPOSITORY BONDS. and to bind any of the Companies thereby as fully and to the same extent as if such bonds were signed by the President,sealed with the corporate seal of the applicable Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney(s)-in-Fact may do in the premises. Said appointment is made under and by authority of the following resolution adopted by the Board of Directors of each of the WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY: "Be It Resolved,that the President,any Senior Executive,any Secretary or any Fidelity&Surety Operations Executive or other Executive shall be and Is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: The Attorney-in-Fact. may be given full power and authority for and in the name of and on behalf of the Company,to execute,acknowledge and deliver, any and all bonds, recognizances, contracts, agreements of indemnity and'other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney-In-Fact shall be as binding upon the Company as if signed by the President and sealed and attested by the Corporate Secretary." "Be it Further Resolved,that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile,and any power of attorney or certificate bearing facsimile signatures or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached." (Each adopted at a meeting held on February 8,2000). in Witness Whereof,WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY have caused these presents to be signed by their National Surety Leader and Senior Executive and their corporate seals to be hereto affixed this 15th day of FEBRUARY A.D.,2017 . _ - Corporate "...ox. .""����..,..."' ""'"�����""',, WESTFIELD INSURANCE COMPANY Seals CY •••414t C>.. `�NS' "� ;' WESTFIELD NATIONAL INSURANCE COMPANY Affixed �O"'� +,}o 9oa' S-.1' 1 '�~�` ' OHIO FARMERS INSURANCE COMPANY �" J�.l7a.�t.* 'F:al; SEAL :m' ie• _ '.. .". }� .,.. •o %s, .1848.:41, . ? K.,..„ „. ............... .. State of Ohio Dennis P. Baus, National Surety Leader and County of Medina ss.: Senior Executive • On this 15th day of FEBRUARY A.D.,2017 ,before me personally came Dennis P. Baus to me known,who, being by me duly sworn, did depose and say, that he resides in Wooster, Ohio;that he is National Surety Leader and Senior Executive of WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY,the companies described in and which executed the above instrument;that he knows the seals of said Companies;that the seals affixed to said instrument are such corporate seals;that they were so affixed by order of the Boards of Directors of said Companies;and that he signed his name thereto by like order. Notarial Seal *x11474'46' Affixed A"111/x/ Fepeadevezeofe. f▪ -�r' . .. r, • _ David A. Kotnik,Attorney at Law, Notary Public State of Ohio s o . .r,gla ' o My Commission Does Not Expire(Sec.147.03 Ohio Revised Code) County of Medina ss.: y : 'v..Tf OF el I,Frank A.Carrino,Secretary of WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies,which Is still in full force and effect;and furthermore,the resolutions of the Boards of Directors,set out in the Power of Attorney are In full force and effect. in Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Westfield Center, Ohio, this 7th day of August A 2018 „"„"........N, • Itee- „.- „ma r O. .._ • �1t 4Euq y =F-• .sEAi_” im-' es: ---,—t.:2,,,A 4 v :, .o -:•1848;;e Frank A. Carrino, Secretary olM BPOAC2(combined)(06-02) CERTIFICATE OF OWNER'S ATTORNEY I, the undersigned AIVhItU3 a . )iltht) l2ii! , 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. 71/ AAPAndrew G. MacKenzie General Counsel Augusta, Georgia Law Department DATE: U7ii7(f 8 SECTION NP NOTICE TO PROCEED TO: Midwest Maintenance DATE: August 7, 2018 4013 Enterprise Court Augusta, GA 30907 PROJECT: Animal Services Exterior Building Envelope Restoration You are hereby notified to commence work in accordance with the Agreement dated August 7, 2018. This Notice accompanies the accepted Shop Drawings. You are to complete the work not later than 90 days following the issuance of this Notice to Proceed. BY: Richard M.Acree, Jr.,AIA, Project Manager Central Services Department ACCEPTANCE OF NOTICE Receipt of the above NOTICE TO PROCEED is herebyacknowledged on this dayof P 9 , • BY: TITLE: 9 SECTION GC GENERAL CONDITIONS INDEX TO ARTICLES OF GENERAL CONDITIONS Section Page GC-01 Definitions 10 GC-02 Additional Instructions and Detail Drawings 12 GC-03 Schedules, Reports and Records 12 GC-04 Drawings and Specifications 12 GC-05 Shop Drawings 13 GC-06 Materials, Services and Facilities 13 GC-07 Inspection and Testing 14 GC-08 Substitutions 15 GC-09 Patents 15 GC-10 Surveys, Permits and Regulations 15 GC-11 Protection of Work, Property and Persons 15 GC-12 Supervision by Contractor 16 GC-13 Changes in the Work 16 GC-14 Changes in Contract Price 16 GC-15 Time for Completion 17 GC-16 Correction of Work 17 GC-17 Subsurface Conditions 17 GC-18 Suspension of Work, Termination and Delay 18 GC-19 Payments to Contractor 19 GC-20 Acceptance of Final Payment as Release 20 GC-21 Insurance 20 GC-22 Contract Security 21 GC-23 Assignments 22 GC-24 Indemnification 22 GC-25 Separate Contracts 22 GC-26 Subcontracting 23 GC-27 Project Manager's Authority 23 GC-28 Land and Rights-of-Way 23 GC-29 Guarantee 23 GC-30 Taxes 23 GC-31 Work Adjacent to Railway or Other Property 24 GC-32 Order and Discipline 24 GC-33 Warning Devices and Signs 24 GC-34 Special Restrictions 24 GC-35 As-Built Drawings 24 GC-36 Allowances 24 10 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. 11 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: 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 12 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 anysuch material as fullyas if theywere particularlydelineated 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. 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. 13 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. 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. 14 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 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 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. 15 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 subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia GC-13. CHANGES IN THE WORK: 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. 16 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 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. 17 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. 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 18 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 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 19 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 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, 20 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. 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 21 • 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: 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. 22 • 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. 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. 23 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 24 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 25 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). 26 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. 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. 27 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. SC-07. LOCAL SMALL BUSINESS LANGUAGE: In accordance with Chapter 10B 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.auqustaqa.qov. 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 28 � e 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 29