1-RFB 26-06 Henderson Mill Rd Widening Project.pdf

CONTRACT DOCUMENTS

TECHNICAL SPECIFICATIONS FOR THE

HENDERSON MILL ROAD 2 FT.

ROADWAY WIDENING PROJECT

NEWTON COUNTY BOARD OF

COMMISSIONERS

BID # 26-06

SEPTEMBER 2025

Newton County Board of Commissioners

1113 Usher St.

Covington, GA 30014

TABLE OF CONTENTS

Advertisement for Bids

Information for Bidders

Bid

Bid Form

Bid Bond

Construction Services Agreement (Includes Plans and Specifications)

ADVERTISEMENT FOR BIDS

HENDERSON MILL ROAD 2 FT. ROADWAY WIDENING

PROJECT

NEWTON COUNTY BOARD OF COMMISSIONERS

BID #26-06

Sealed BIDS for the HENDERSON MILL ROAD 2 FT. ROADWAY WIDENING PROJECT will be received electronically by the Newton County Board of Commissioners until 2:00 PM, Local Time on October 21, 2025. All proposals must be submitted through Bonfire’s electronic submission portal. The project consists of widening Henderson Mill Road 2 FT. on both sides.

All bids must be accompanied by a Bid Bond in an amount not less than ten percent (10%) of the Base Bid. Performance Bond in the amount of one hundred percent (100%) of the contract amount will be required of the successful bidder. A Payment Bond in the amount of one hundred percent (100%) will also be required of the successful bidder.

Bonds must be written by an acceptable Surety Company licensed to do business in the State of Georgia and listed in the Department of the Treasury, Circular 570, latest edition.

NOTE: Contractor and all subcontractors must be fully insured and be Licensed Contractors in the State of Georgia.

INSURANCE: Contractor shall maintain insurance as specified in the Construction Services Agreement included in the Bidding Documents.

The successful bidder shall secure and pay for all permits, assessments, charges or fees required in connection with the proposed construction.

Newton County reserves the right to reject any or all bids, including without limitation, the right to reject any and all nonconforming, non-responsive, unbalanced or conditional bids and to reject the bid of any bidder whom Owner believes would not be in the best interest of the Project to make an award to that bidder whether because the bid is not responsive, the bidder is unqualified, or of doubtful financial ability or fails to meet any other pertinent standard or criteria established by the Owner.

Newton County in accordance with Title VI of the Civil Rights Act of 1964 and 78 Stat.

252, 42 USC 2000d-42 and Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, part 21, nondiscrimination in federally assisted programs of the Department of Transportation issued pursuant to such Act, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex, or national origin in consideration for an award.

Digital copies of the CONTRACT DOCUMENTS, specifications, and drawings may be obtained at the Newton County Procurement Portal website, www.co.newton.ga.us , at no charge. Please direct any questions regarding the CONTRACT DOCUMENTS or access to the Procurement Portal to Randi Fincher at 678-625-1237 or rfincher@co.newton.ga.us. Answers to all questions shall be provided a minimum of 72 hours prior to the time of the bid.

September, 2025 James Brown, County Manager Newton County Board of Commissioners http://www.co.newton.ga.us/ mailto:rfincher@co.newton.ga.us

INFORMATION FOR BIDDERS

BIDS will be received by the Newton County Board of Commissioners (herein called the "OWNER"), through the County’s Vendor Registry Portal until 2:00 P.M. Local Time on October 21, 2025. The project consists of widening Henderson Mill Road 2 FT. on both sides. Each BID must be submitted electronically in .pdf format through the County’s Procurement Portal.

All BIDS must be made on the required BID form. All blank spaces for BID prices must be filled in, and the BID form must be fully completed and executed when submitted.

The OWNER may waive any informalities or minor defects or reject any and all BIDS. Any BID may be withdrawn prior to the above scheduled time for the opening of BIDS or authorized postponement thereof. Any BID received after the time and date specified shall not be considered. No BIDDER may withdraw a BID within 60 days after the actual date of the opening thereof. Should there be reasons why the contract cannot be awarded within the specified period the time may be extended by mutual agreement between the OWNER and the BIDDER.

Schedule First Advertisement September 21, 2025 Second Advertisement September 28, 2025 Questions Due October 13, 2025, 11:00 am Questions Answered October 16, 2025, 2:00 pm Bids Received October 21, 2025, 2:00 pm

BIDDERS must satisfy themselves of the accuracy of the estimated quantities in the BID Schedule by examination of the site and a review of the drawings and specifications including ADDENDA. After BIDS have been submitted, the BIDDER shall not assert that there was a misunderstanding concerning the quantities of WORK or of the nature of the WORK to be done.

The OWNER shall provide to BIDDERS prior to BIDDING, all information that is pertinent to, and delineates and describes, the land owned and rights-of-way acquired or to be acquired.

The CONTRACT DOCUMENTS contain the provisions required for the construction of the PROJECT. Information obtained from an officer, agent, or employee of the OWNER or any other person shall not affect the risks or obligations assumed by the CONTRACTOR or relieve him from fulfilling any of the conditions of the contract.

Attorneys-in-fact who sign BID BONDS or payment BONDS and performance BONDS must file with each BOND a certified and effective dated copy of their power of attorney.

The party to whom the contract is awarded will be required to execute the Agreement within ten (10) calendar days from the date when NOTICE OF AWARD is delivered to the BIDDER. The NOTICE OF AWARD shall be accompanied by the necessary Agreement form. In case of failure of the BIDDER to execute the Agreement, the OWNER may at his option consider the BIDDER in default.

The OWNER within ten (10) days of receipt of acceptable Agreement signed by the party to whom the Agreement was awarded shall sign the Agreement and return to such party an executed duplicate of the Agreement. Should the OWNER not execute the Agreement within thirty (30) days, the BIDDER may by WRITTEN NOTICE withdraw his signed Agreement. Such notice of withdrawal shall be effective upon receipt of the notice by the OWNER.

The NOTICE TO PROCEED shall be issued within thirty (30) days of the execution of the Agreement by the OWNER. Should there be reasons why the NOTICE TO PROCEED cannot be issued within the sixty (60) day period or within the period mutually agreed upon, the CONTRACTOR may terminate the Agreement without further liability on the part of either party.

The OWNER may make such investigations as he deems necessary to determine the ability of the BIDDER to perform the WORK, and the BIDDER shall furnish to the OWNER all such information and data for this purposed as the OWNER may request.

The OWNER reserves the right to reject any BID if the evidence submitted by, or investigation of, such BIDDER fails to satisfy the OWNER that such BIDDER is properly qualified to carry out the obligations of the Agreement and to complete the WORK contemplated therein.

A conditional or qualified BID will not be accepted.

Award will be made to the lowest responsible BIDDER.

OWNER reserves the right to award project based on base bid only or any combination of alternates, if applicable, at their sole discretion.

All applicable laws, ordinances, and the rules and regulations of all authorities having jurisdiction over construction of the PROJECT shall apply to the contract throughout.

Each BIDDER is responsible for inspecting the site and for reading and being thoroughly familiar with the CONTRACT DOCUMENTS. The failure or omission of any BIDDER to do any of the foregoing shall in no way relieve any BIDDER from any obligation in respect to his BID.

The low BIDDER shall supply the names and addresses of major material SUPPLIERS and SUBCONTRACTORS when requested to do so by the OWNER.

All bidders must have a State of Georgia Utility Contractors License.

Contractor E-Verify Affidavit and Agreement

CONTRACTOR and all SUBCONTRACTORS must execute an affidavit verifying that each has registered and participates in the federal work authorization program to verify information of all new employees in compliance with O.C.G.A. 13-10-

91. The appropriate affidavit is attached to these contract documents, and are incorporated herein by reference and made a part of this contract.

The CONTRACTOR further agrees to provide that SUBCONTRACTOR employed by CONTRACTOR for the performance of this agreement has executed appropriate SUBCONTRACTOR affidavits verifying its registration and participation in the federal work authorization program in compliance with O.C.G.A. 13-10-91, and that all such affidavits are incorporated into and made a part of every contract between the CONTRACTOR and each SUBCONTRACTOR.

All BIDS must be accompanied by a BID Bond in an amount not less than ten percent (10%) of the Base BID. Performance Bond and Payment Bond, each in the amount of one hundred percent (100%) of the contract amount, will be required of the successful BIDDER. Bonds must be written by an acceptable Surety Company licensed to do business in the State of Georgia and listed in the Department of the Treasury, Circular 570, latest edition.

NOTE: Contractor must be fully insured and be a Licensed Contractor in the State of Georgia. Contractor must be prequalified by GDOT in Work Classes 400 – HOT MIX ASPHALTIC CONCRETE CONSTRUCTION and 432 – MILL ASPHALT.

The successful BIDDER shall secure and pay for all permits, assessments, charges or fees required in connection with the proposed construction.

Submission Instructions Please follow these instructions to submit via our Electronic Submission Portal.

Prepare your submission with the following required information:

Item Type of file

# Files Requirement

Bid .pdf 1 Required Bid Form .pdf 1 Required Bid Bond .pdf 1 Required Non-Collusion Affidavit (located in Const. Agreement) .pdf 1 Required E-Verify Contractor Affidavit and Agreement (located in Const. Agreement) .pdf 1 Required Contractor’s current GDOT Certification of Qualification/Work Class .pdf 1 Required Certificate of Insurance (per insurance requirements in Constr. Agreement) .pdf 1 Required

The maximum upload file size is 1 GB. Upload your submission at:

https://co-newton-ga.bonfirehub.com/portal/?tab=login

Your submission must be uploaded prior to the BID Due Date of October 21, 2025, 2:00 PM local time. Bids received after this time will not be accepted. Newton County BOC accepts no responsibility for non-receipt and/or delays in receipt caused by transmission and reception problems, equipment failure, or any other similar cause.

Each item submitted is instantly sealed and will only be visible after the BID due date and time. Uploading large documents may take significant time, depending on the size of the files(s) and your internet connection speed.

Need help? Newton County BOC uses Bonfire’s portal for accepting BIDS digitally. Please contact Bonfire at https://co-newton-ga.bonfirehub.com/portal/support.

Newton County reserves the right to reject any or all bids, including without limitation, the right to reject any and all nonconforming, non-responsive, unbalanced or conditional bids and to reject the bid of any bidder whom Owner believes would not be in the best interest of the Project to make an award to that bidder whether because the bid is not responsive, the bidder is unqualified, or of doubtful financial ability or fails to meet any other pertinent standard or criteria established by the Owner .

https://co-newton-ga.bonfirehub.com/portal/?tab=login

Bid

BID

Proposal of (hereinafter called "BIDDER"), organized and existing under the laws of the State of Doing business as* To the Newton County Board of Commissioners (hereinafter called "OWNER").

In compliance with your Advertisement for Bids, BIDDER hereby proposes to perform all WORK for the HENDERSON MILL ROAD 2 FT. ROADWAY WIDENING PROJECT in strict accordance with the CONTRACT DOCUMENTS, within the time set forth therein, and at the prices stated below.

By submission of this BID, each BIDDER certifies, and in the case of a joint BID each party thereto certifies as to his own organization, that this BID has been arrived at independently, without consultation, communication, or agreement as to any matter relating to this BID with any other BIDDER or with any competitor.

BIDDER hereby agrees to commence WORK under this contract on or before a date to be specified in the NOTICE TO PROCEED and to fully complete the PROJECT within 120 consecutive calendar days thereafter. BIDDER further agrees to pay as liquidated damages, the sum of $ 310.00 for each consecutive calendar day thereafter until the date of substantial completion of the WORK.

BIDDER acknowledges receipt of the following ADDENDUM:

*Insert "a corporation", "a partnership", or "an individual" as applicable.

LINE

ITEM

DOT PAY

ITEM

UNIT ITEM DESCRIPTION QUANTITY UNIT PRICE TOTAL PRICE

5 150-1000 LS TRAFFIC CONTROL 1 $

10 210-0200 LM GRADING PER MILE (LANE MILE) 12.6 $

15 402-3190 TN RECYCLED ASPH CONC 19MM SUPERPAVE, GP 1 OR 2,

INCL BITUM MATL & H LIME @ 440#/SY

3350 $

20 413-0750 GLF BITUM TACK COAT 3000 $

25 432-0215 SY MILL ASPH CONC PVMT, 4 IN DEPTH 14800 $

30 652-2501 LM SOLID TRAFFIC STRIPE, 5 IN, WHITE (HIGH-BUILD) 12.6 $

35 610- LF REMOVE CONCRETE DRIVEWAY (2' WIDTH) 700 $

TOTAL PRICE $

BID SCHEDULE

HENDERSON MILL ROAD: 580 LF EAST OF SR. 36 TO JASPER COUNTY LINE (6.30 MI)

HENDERSON MILL 2 FT. ROADWAY WIDENING PROJECT

I certify that this BID is made without prior understanding, agreement, or connection with any corporation, firm or person submitting a BID for the same, and is in all respects fair and without collusion or fraud. I understand that collusive bidding is a violation of state and federal law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of these BIDDING DOCUMENTS and certify that I am authorized to sign this BID for the company.

This day of 2025.

Company Name (Please Type or Print)

Name:

Street:

City:

Person Authorized to Sign:

Name:

Title:

Telephone Number: ( )

Signature:

State: Zip:

Email:

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, _______________ as Principal, and as Surety, are hereby held and firmly bound unto The Newton County Board of Commissioners as OWNER in the penal sum of 10 Percent of Amount Bid for the payment of which, well and truly to be made, we hereby jointly and severally bind ourselves, successors and assigns.

Signed, this day of , 20 .

The Condition of the above obligation is such that whereas the Principal has submitted to

The Newton County Board of Commissioners a certain BID, attached hereto and hereby made a part hereof to enter into a contract in writing, for the

NOW, THEREFORE,

(a) If said BID shall be rejected, or

(b) If said BID shall be accepted and the Principal shall execute and deliver a contract in the Form of Contract attached hereto (properly completed in accordance with said BID) and shall furnish a BOND for his faithful performance of said contract, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the agreement created by the acceptance of said BID, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated.

The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its BOND shall be in no way impaired or affected by any extension of the time within which the

OWNER may accept such BID; and said SURETY does hereby waive notice of any such extensions.

IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seals, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers, the day and year first set forth above.

(L.S.)

Principal

Surety

By:

IMPORTANT - Surety companies executing BONDS must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the state where the project is located.

CONSTRUCTION SERVICES AGREEMENT

HENDERSON MILL ROAD 2 FT. ROADWAY WIDENING PROJECT

This Construction Services Agreement (the “Agreement”) is made and entered into this

___ day of ____, 20___ (the “Effective Date”), by and between NEWTON COUNTY, GEORGIA, a political subdivision of the State of Georgia, acting by and through its governing authority, the County Board of Commissioners (hereinafter referred to as the “County”), and ____________________________, a _____________________ (hereinafter referred to as the “Contractor”), collectively referred to herein as the "Parties”.

W I T N E S S E T H:

WHEREAS, the County desires to retain a contractor to perform services for the construction of a Project, as defined below; and

WHEREAS, the County solicited bids for construction of the Project pursuant to the

Request for Bids, dated ___________________, 20___, attached hereto as “Exhibit A” and incorporated herein by reference; and

WHEREAS, the Contractor submitted a complete and timely bid, attached hereto as

“Exhibit B” and incorporated herein by reference, and met all bid requirements such that the County awarded the Henderson Mill Road 2 FT. Roadway Widening Project to the Contractor;

and

WHEREAS, the County finds that specialized knowledge, skills, and training are necessary to perform the Work (defined below) contemplated under this Agreement; and

WHEREAS, the Contractor has represented that it is qualified by training and experience to perform the Work; and

WHEREAS, based upon Contractor’s bid the County has selected Contractor as the successful bid, and

WHEREAS, Contractor desires to perform the Work as set forth in this Agreement under the terms and conditions provided in this Agreement; and

WHEREAS, the public interest will be served by this Agreement; and

WHEREAS, Contractor has familiarized itself with the nature and extent of the Contract Documents, the Project, and the Work, and with all local conditions and federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of Work, and Contractor is aware that it must be licensed to do business in the State of Georgia.

NOW THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein and other good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties hereto do mutually agree as follows:

Section 1. Contract Documents

This Agreement along with the following documents, attached hereto (except as expressly noted otherwise below) and incorporated herein by reference, constitute the “Contract Documents”:

A. Request for bids, attached hereto as “Exhibit A”;

B. Bid Documents from Contractor, dated ____________ ____, ______ attached hereto as “Exhibit B”;

C. Scope of Work, attached hereto as “Exhibit C”;

D. Any required Performance Bond and/or Payment Bond, attached hereto collectively as “Exhibits D.1 and D.2”;

E. Noncollusion Affidavit of Prime Bidder, attached hereto as “Exhibit E”;

F. Final Affidavit, attached hereto as “Exhibit F”;

G. Alien Employment affidavits, attached hereto as “Exhibits G.1 and G.2”;

H. Plans, drawings and specifications, attached hereto collectively as “Exhibit H”;

I. Additional Payment/Retainage Requirements, attached hereto as “Exhibit I”;

J. Key Personnel, attached hereto as “Exhibit J”;

K. Contract Administration provisions (if issued), attached hereto as “Exhibit K”;

L. General Conditions (if issued), attached hereto as “Exhibit L”;

M. Notice of Award, attached hereto as “Exhibit M”;

N. Notice To Proceed, attached hereto as “Exhibit N”;

O. Newton County Code of Ethics (codified in the official Code of Newton County);

P. The following, which may be delivered or issued after the Effective Date of the

Agreement and are not attached hereto: All Change Orders (defined in Section 6 below), other written amendments, and other documents amending, modifying, or supplementing the Contract Documents if properly adopted in writing and executed by the Parties.

Section 2. Project Description; Architect; Engineer; Contract Administrator

A. Project. A general description of the Project is as follows: Henderson Mill Road 2 FT. Roadway Widening Project (the “Project”). A third-party Architect or Engineer (as identified below) □ has/ x has not been retained related to this Project.

B. Architect/Engineer (if any).

(i) Architect [if applicable]. The Project has been designed by N/A (hereinafter referred to as the “Architect”). The Architect will have authority to act on behalf of the County only to the extent provided in the Contract Documents, unless otherwise modified in accordance with the provisions of this Agreement.

(ii) Engineer [if applicable]. The Project has been designed by N/A

(hereinafter referred to as the “Engineer”). The Engineer will have authority to act on behalf of the County only to the extent provided in the Contract Documents, unless otherwise modified in accordance with the provisions of this Agreement.

C. Contract Administrator. The Contract Administrator for this Agreement shall be:

Newton County.

Section 3. The Work

A. The Work. The Work to be completed under this Agreement (the “Work”) includes, but shall not be limited to, the work described in the Scope of Work provided in “Exhibit C”, attached hereto and incorporated herein by reference.

The Work includes all material, labor, insurance, tools, equipment, machinery, water, heat, utilities, transportation, facilities, services and any other miscellaneous items and work reasonably inferable from the Contract Documents. The term “reasonably inferable” takes into consideration the understanding of the Parties that some details necessary for proper execution and completion of the Work may not be shown on the drawings or included in the specifications or Scope of Work, but they are a requirement of the Work if they are a usual and customary component of the Work or are otherwise necessary for proper and complete installation and operation of the Work. Contractor shall complete the Work in strict accordance with the Contract Documents. In the event of any discrepancy among the terms of the various Contract Documents, the provision most beneficial to the County, as determined by the County in its sole discretion, shall govern.

B. Notice to Proceed. The County will issue a Notice to Proceed, which Notice to

Proceed shall state the dates for beginning Work (“Commencement Date”) and the Expected Date of Final Completion (defined in Section 4(A) below). Unless otherwise approved, the Contractor shall perform its obligations under this Agreement as expeditiously as is consistent with reasonable skill and care and the orderly progress of the Work.

C. Plans; Drawings and Specifications. The plans, drawings and specifications provided in “Exhibit H”, attached hereto, are hereby acknowledged by the Parties and incorporated herein by reference.

D. Shop Drawings, Product Data, and Samples. Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents, but must be in conformity therewith. The purpose of their submittal is to demonstrate, for those portions of the Work for which submittals are required by the Contract Documents, the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents.

(i) “Shop Drawings” are drawings, diagrams, schedules and other data specifically prepared for the Work by the Contractor or a subcontractor, sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work.

(ii) “Product Data” are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work.

(iii) “Samples” are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged.

The Contractor shall review for compliance with the Contract Documents and shall approve and submit to the Contract Administrator Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the County or of separate contractors. By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Contract Administrator without action.

The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved in writing by the Contract Administrator, provided that submittals that are not required by the Contract Documents may be returned without action.

The Work shall be completed in accordance with approved submittals, provided that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Contract Administrator’s approval of Shop Drawings, Product Data, Samples or similar submittals, unless the Contractor has specifically informed the Contract Administrator in writing of such deviation at the time of submittal and (1) the Contract Administrator has given written approval to the specific deviation as a minor change in the Work, or (2) a written Change Order has been issued and approved to authorize the deviation. The Contract Administrator’s approval of the Shop Drawings, Product Data, Samples or similar submittals shall not relieve the Contractor of responsibility for errors or omissions therein.

The Contractor shall, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, direct the Contract Administrator’s attention to any additional revisions included other than those requested by the Contract Administrator on previous submittals. In the absence of such written notice drawing the Contract Administrator’s attention to such additional revisions, the Contract Administrator’s approval of a resubmission shall not apply to such additional revisions.

The Contractor shall maintain at the Project site(s) one record copy of the Contract Documents in good order and marked currently to record field changes and selections made during construction and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These documents shall be available to the County and Contract Administrator and shall be delivered to the Contract Administrator or County upon completion of the Work.

Section 4. Contract Term; Liquidated Damages; Expedited Completion; Partial

Occupancy or Use

A. Contract Term. The term of this Agreement (“Term”) shall commence on the Effective Date and continue until the earlier of the Expected Date of Final Completion or the proper termination and non-renewal of this Agreement (provided that certain obligations, including but not limited to Warranty obligations, will survive termination/expiration of this Agreement). Contractor warrants and represents that it will perform its Work in a prompt and timely manner, which shall not impose delays on the progress of the Work. The Contractor shall commence Work pursuant to this Agreement within five (5) business days of the Commencement Date provided by the County, and the Parties intend that all Work shall be completed on or before (the “Expected Date of Final Completion”). Every effort will be made by Contractor to shorten this period. If the Term of this Agreement continues beyond the calendar year in which this Agreement is executed, the Parties agree that this Agreement, as required by O.C.G.A. § 36-60-13, shall terminate absolutely and without further obligation on the part of the County on December 31 each calendar year of the, and further, that this Agreement shall automatically renew on January 1 of each subsequent calendar year absent the County’s provision of written notice of non-renewal to Contractor at least five (5) calendar days prior to the end of the then current calendar year.

Title to any supplies, materials, equipment, or other personal property shall remain in Contractor until fully paid for by the County.

B. Time is of the Essence; Liquidated Damages. Contractor specifically acknowledges that TIME IS OF THE ESSENCE of this Agreement and that County will suffer financial loss if the Work is not completed in accordance with the deadlines specified in Section 4(A) above and within the Contract Documents. The County and Contractor also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by the County if the Work is not completed within the specified times. Accordingly, instead of requiring any such proof, the County and Contractor agree that, as liquidated damages for delay (but not as a penalty), the Contractor shall pay to the County _Three hundred ten dollars and 0/100 ($310.00) for each and every calendar day that expires after a deadline provided in the Contract Documents.

C. Expediting Completion. The Contractor is accountable for completing the Work within the time period provided in the Contract Documents. If, in the judgment of the County, the Work is behind schedule and the rate of placement of work is inadequate to regain scheduled progress to ensure timely completion of the entire Work or a separable portion thereof, the Contractor, when so informed by the County, shall immediately take action to increase the rate of work placement by:

(1) An increase in working forces;

(2) An increase in equipment or tools;

(3) An increase in hours of work or number of shifts;

(4) Expediting delivery of materials; and/or

(5) Other action proposed if acceptable to County.

Within five (5) calendar days after such notice from County that the Work is behind schedule, the Contractor shall notify the County in writing of the specific measures taken and/or planned to increase the rate of progress. The Contractor shall include an estimate as to the date of scheduled progress recovery. Should the County deem the plan of action inadequate, the Contractor shall take additional steps to make adjustments as necessary to its plan of action until it meets with the County’s approval and such approval is provided in writing by the County.

D. Partial Occupancy or Use. The County may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement between the County and Contractor, provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the County and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. Immediately prior to such partial occupancy or use, the County, Contractor and Contract Administrator shall jointly inspect the area to be occupied, or portion of the Work to be used, in order to determine and record the condition of the Work. Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents.

Section 5. Contractor’s Compensation; Time and Method of Payment

A. Maximum Contract Price. The total amount paid under this Agreement as compensation for Work performed and reimbursement for costs incurred shall not, in any case, exceed $_____________________ (the “Maximum Contract Price”), except as outlined in Section 6 below. The compensation for Work performed shall be based upon unit prices and Contractor represents that the Maximum Contract Price is sufficient to perform all of the Work set forth in and contemplated by this Agreement.

B. Additional Payment Requirements. Additional payment requirements are included as “Exhibit I”, attached hereto and incorporated herein by reference.

C. Material Deviations. Any material deviations in tests or inspections performed, or times or locations required to complete such tests or inspections, and like deviations from the Work described in this Agreement shall be clearly communicated to the County before charges are incurred and shall be handled through written Change Orders, as described in Section 6 below. Whenever the Contract Administrator considers it necessary or advisable, it shall have authority to require inspection or testing of the Work. However, neither this authority of the Contract Administrator nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Contract Administrator to the Contractor, subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work.

D. Taxes. The County is a governmental tax-exempt entity and shall not be responsible for paying any taxes on any materials or services provided for herein.

At Contractor’s request, County shall provide evidence of its tax-exempt status. To the extent, if any, that the County furnishes tangible personal property to Contractor for incorporation into the Project, Contractor shall be responsible for paying the amount of tax owed for such tangible personal property.

Section 6. Change Orders

A. Change Order Defined. A “Change Order” means a written modification of the Contract Documents, signed by representatives of the County and the Contractor with appropriate authorization.

B. Right to Order Changes. The County reserves the right to order changes in the

Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written Change Orders and executed by the Contractor and the County. Such Change Orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time to avoid delay or other unfavorable impacts as determined by the County in its sole discretion, the County shall have the right to determine reasonable terms, and the Contractor shall proceed with the changed work.

C. Change Order Requirement. Any work added to the scope of this Agreement by a

Change Order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written Change Order duly executed on behalf of the County and the Contractor.

D. Authority to Execute Change Order. The Chairman of the County Board of

Commissioners has authority to execute, without further action of the full Board of Commissioners, any number of Change Orders so long as their total effect does not materially alter the terms of this Agreement or materially increase the Maximum Contract Price, as set forth in Section 5(A) above. Any such Change Orders materially altering the terms of this Agreement, or any Change Order affecting the price where the Maximum Contract Price (as amended) is in excess of $50,000, must be approved by resolution of the Newton County Board of Commissioners.

E. Minor Changes in the Work. The Contract Administrator will have the authority to order minor changes in the Work not involving adjustment in the Maximum Contract Price or extension of the Term and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order signed by the Contract Administrator. The Contractor shall carry out such written orders promptly. If the minor changes subsequently may affect adjustments in the Maximum Contract Price or the Term, the changes shall then be converted to a written Change Order by the requesting Party.

Section 7. Covenants of Contractor

A. Ethics Code; Conflict of Interest. Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the Newton County Code of Ethics or any other similar law or regulation. Contractor certifies that to the best of his/her knowledge no circumstances exist which will cause a conflict of interest in performing the Work. Should Contractor become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Contractor shall immediately notify the County. If the County determines that a conflict of interest exists, the County may require that Contractor take action to remedy the conflict of interest or terminate the Agreement without liability. The County shall have the right to recover any fees paid for services rendered by Contractor when such services were performed while a conflict of interest existed if Contractor had knowledge of the conflict of interest and did not notify the County within five (5) business days of becoming aware of the existence of the conflict of interest.

B. Meetings. The Contractor is required to meet with the County’s personnel, or designated representatives, to resolve technical or contractual problems that may occur during the Term of this Agreement at no additional cost to the County.

Meetings will occur as problems arise and will be coordinated by the County or the Contract Administrator. The Contractor will be given a minimum of three (3) full business days’ notice of meeting date, time, and location. Face-to-face meetings are desired. However, at the Contractor’s option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or failure to make a good faith effort to resolve problems, may result in termination of the contract for cause.

C. Expertise of Contractor. Contractor accepts the relationship of trust and confidence established between it and the County, recognizing that the County’s intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the Work in pursuit of the timely and competent completion of the Work undertaken by Contractor under this Agreement. The Contractor agrees to use its best efforts, skill, judgment, and abilities to perform its obligations and to further the interests of County and the Project in accordance with County’s requirements and procedures, and Contractor shall employ only persons duly qualified in the appropriate area of expertise to perform the Work described in this Agreement.

D. Proper Execution by Contractor. Contractor agrees that it will perform its services in accordance with the usual and customary standards of the Contractor’s profession or business and in compliance with all federal, state, and local laws, regulations, codes, ordinances, or orders applicable to the Project, including, but not limited to, O.C.G.A. § 50-5-63, any applicable records retention requirements, and Georgia’s Open Records Act (O.C.G.A. § 50-18-70, et seq.). Any additional work or costs incurred as a result of error and/or omission by Contractor as a result of not complying with the Contract Documents or not meeting the applicable standard of care or quality, including but not limited to those of repeated procedures and compensation for the Contract Administrator’s services or expenses, will be provided at Contractor’s expense and at no additional cost to the County. This provision shall survive termination of this Agreement.

It is the Contractor’s responsibility to be reasonably aware of all applicable laws, statutes, ordinances, building codes, and rules and regulations. If the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Contract Administrator and the County in writing of any portions of the Contract Documents that are at variance with the applicable laws, statutes, ordinances, building codes, and rules and regulations.

The Contractor’s duties shall not be diminished by any approval by the County or Contract Administrator of Work completed or produced; nor shall any approval by the County or Contract Administrator of Work completed or produced release the Contractor from any liability therefor, it being understood that the County is ultimately relying upon the Contractor’s skill and knowledge in performing the Work required under the Contract Documents.

Organization of the specifications into divisions, sections and articles, and arrangement of drawings shall not control the Contractor in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade.

E. Familiarity with the Work.

(i) Contractor Familiarity with Work. Contractor represents that it has familiarized itself with the nature and extent of the Contract Documents, the Work, work site(s), locality, and all local conditions, laws and regulations that in any manner may affect cost, progress, performance, or furnishing of the Work. Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Contract Documents, site conditions, authorities, tests, reports and studies relative to that portion of the Work, as well as the information furnished by the County, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the Project site(s) affecting it.

Contractor represents and agrees that it has correlated the results of all such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, inconsistencies, or ambiguities in the Contract Documents; however, any errors, inconsistencies, omissions, or ambiguities discovered by the Contractor shall be reported promptly to the Contract Administrator and

County in writing. Contractor represents that it has given the County written notice of all errors, omissions, inconsistencies, or ambiguities that the Contractor has discovered in the Contract Documents so far, and the written resolution thereof by the County is acceptable to the Contractor.

Further, Contractor acknowledges that its obligation to give notice of all such errors, omissions, inconsistencies, or ambiguities shall be continuing during the Term of this Agreement. Any failure on the part of the Contractor to notify the Contract Administrator and County in writing of any errors, omissions, inconsistencies, or ambiguities in the Contract Documents that Contractor discovered or reasonably should have discovered shall result in a waiver and full release by the Contractor of any future arguments or defenses based on such errors, omissions, inconsistencies, or ambiguities against the County. Further, if the Contractor fails to perform its obligations pursuant to this paragraph, the Contractor shall pay such costs and damages to the County as would have been avoided if the Contractor had performed such obligations.

(ii) Inspection of Prior Work. If part of the Contractor’s Work depends for proper execution or results upon construction or operations by a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Contract Administrator apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the County’s or separate contractor’s completed or partially completed construction is fit and proper to receive the Contractor’s Work, except as to defects not then reasonably discoverable, and Contractor shall be responsible for all costs and damages resulting from its failure to report reasonably discoverable defects.

(iii) Contractor Requests for Information. If, with undue frequency (as determined by the County in its sole discretion), the Contractor requests information that is obtainable through reasonable examination and comparison of the Contract Documents, site conditions, and previous correspondence, interpretations or clarifications, the Contractor shall be liable to the County for reasonable charges from the Contract Administrator for the additional services required to review, research and respond to such requests for information.

F. Supervision, Inspection and Construction Procedures. The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Agreement, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety therefor and, except as stated below, shall be fully and solely responsible for the jobsite safety for such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the County and Contract Administrator and shall not proceed with that portion of the Work without further written instructions from the County or Contract Administrator as approved in writing by the County.

The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of this Agreement. The Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (a) employees and other persons who may be affected, (b) the Work and materials and equipment to be incorporated therein, whether in storage on or off the Project site(s), under care, custody or control of the Contractor or Contractor’s subcontractors or sub-subcontractors, and (c) other property at the Project site(s) or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss.

When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the Project site(s) by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the County and Contract Administrator in writing.

G. Tests and Inspections. Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, or ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made promptly at an appropriate time to avoid unreasonable delay in the Work. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the County, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Contract Administrator timely notice of when and where tests and inspections are to be made so that the Contract Administrator may be present for such procedures.