5-SCCPSS-A105-Sample-Contract-w-Form-10-16-26.pdf

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Document A105

– 2017

Standard Short Form of Agreement Between Owner and Contractor

AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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AGREEMENT made as of the day of in the year

(In words, indicate day, month and year.)

BETWEEN the Owner:

(Name, legal status, address and other information)

The Board of Public Education for the City of Savannah and the County of Chatham a/k/a The Savannah-Chatham County Public School System (“SCCPSS”)

The public school district responsible for public education in the City of Savannah and

Chatham County, referred to herein as (“Owner,” “SCCPSS,” or the “District”)

208 Bull Street

Savannah, GA 31401 and the Contractor:

Insert Name

Insert Street Address

Insert City, State, Zip for the following Project:

(Name, location and detailed description)

Insert Project Name & Number

The Architect:

Insert Name

The Owner and Contractor agree as follows.

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

3 CONTRACT SUM

4 PAYMENTS

5 INSURANCE

6 GENERAL PROVISIONS

7 OWNER

8 CONTRACTOR

9 ARCHITECT

10 CHANGES IN THE WORK

11 TIME

12 PAYMENTS AND COMPLETION

13 PROTECTION OF PERSONS AND PROPERTY

14 CORRECTION OF WORK

15 MISCELLANEOUS PROVISIONS

16 TERMINATION OF THE CONTRACT

17 CLAIMS NOTICE PROVISIONS FOR CLAIMS BY CONTRACTOR AGAINST OWNER

18 DISPUTE RESOLUTION

19 OTHER TERMS AND CONDITIONS

ARTICLE 1 THE CONTRACT DOCUMENTS

The Contractor shall complete the Work described in the Contract Documents for the Project. The Contract Documents consist of

.1 this Agreement signed by the Owner and Contractor;

.2 the drawings and specifications enumerated as follows:

Drawings:

Number Title Date

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

Specifications:

Section Title Pages

.3 addenda prepared by the Architect as follows:

Number Date Pages

.4 written orders for changes in the Work, pursuant to Article 10, issued after execution of this Agreement; and

.5 other documents, if any, identified as follows:

ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 2.1 The Contract Time is the number of calendar days available to the Contractor to substantially complete the Work.

§ 2.2 Date of Commencement:

Unless otherwise set forth below, the date of commencement shall be the date the Owner issues a Notice to Proceed to the

Contractor for the Project.

(Insert the date of commencement if other than the date of this Agreement.)

Start date is __________

§ 2.3 Substantial Completion:

Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial

Completion, as defined in Section 12.5, of the entire Work:

(Check the appropriate box and complete the necessary information.)

[ ] Not later than ( ) calendar days from the date of commencement.

[ _ ] By the following date: ________

ARTICLE 3 CONTRACT SUM

§ 3.1 The Contract Sum shall include all items and services necessary for the proper execution and completion of the Work.

Subject to additions and deductions in accordance with Article 10 plus the additional cost of any Work provided on a Unit

Price basis set forth in Section 3.5 below, the Contract Sum shall be:

[Insert Amount]

§ 3.2 For purposes of payment, the Contract Sum includes the following values related to portions of the Work:

(Itemize the Contract Sum among the major portions of the Work or insert a reference to a separate schedule of values that will be incorporated by reference into this Agreement.)

Portion of the Work Value

§ 3.3 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and hereby accepted by the Owner:

(Identify the accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

date when that amount expires.)

no alternates

§ 3.4 Allowances, if any, included in the Contract Sum are as follows:

(Identify each allowance.)

Item Price

§ 3.5 Unit prices for work not included in the base Contract Sum, if any, are set forth below. Contractor shall keep documentation of the amount of any and all unit price work, so that it may be audited by the Owner. If an audit of unit price work, initiated at Owner’s discretion, reveals that Contractor improperly charged the Owner for any Unit Price work (or that the amount paid by Owner for Unit Price work is otherwise inaccurate), Owner and Contractor agree to adjust the amount paid to Contractor, up or down, to ensure the proper amount is paid for Unit Price Work. The party obligated to pay any additional amounts owed for Unit Price work following an audit (whether Owner or Contractor) shall pay the other party the appropriate corrective amount within 40 days following the conclusion of the audit, with no additional interest. Should either party refuse or fail to correct the amount owed to the other party following an audit of corrective work, the party refusing or failing to make payment shall be charged simple interest at a rate of 7% per annum, until the balance of the corrective work is paid in full.

(Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit ($0.00)

ARTICLE 4 PAYMENTS

§ 4.1 Based on Contractor’s Applications for Payment certified by the Architect, the Owner shall pay the Contractor, in accordance with Article 12, as follows:

(Insert below timing for payments and provisions for withholding retainage, if any.)

Upon determining that an Application for Payment is properly payable to Contractor, the District shall pay Contractor by check, electronic funds transfer, or credit card within forty (40) days. To the extent Contractor owes the District money in connection with this Agreement or another contract, then the District may also pay invoices submitted by Contractor pursuant to this Agreement by offset or recoupment. If the District pays all or part of an invoice by offset or recoupment, it will provide Contractor with a statement showing how it credited amounts owed by Contractor to the District against that invoice and will provide Contractor with a statement showing Contractor’s remaining debt, if any, to the District within thirty (30) days of applying the credit.

§ 4.2 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate below, or in the absence thereof, at the legal rate prevailing at the place of the Project.

(Insert rate of interest agreed upon, if any.)

% __ Percent

ARTICLE 5 INSURANCE

§ 5.1 The Contractor shall maintain the following types and limits of insurance until the expiration of the period for correction of Work as set forth in Section 14.2, subject to the terms and conditions set forth in this Section 5.1:

§ 5.1.1 Commercial General Liability insurance for the Project, written on an occurrence form, with policy limits of not less than

One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) general aggregate, and Two Million

Dollars ($2,000,000) aggregate for products-completed operations hazard.

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 5.1.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor, with policy limits of not less than $1,00,000 ($1,000,000) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance, and use of those motor vehicles along with any other statutorily required automobile coverage.

§ 5.1.3 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile

Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella insurance policies result in the same or greater coverage as those required under Section 5.1.1 and 5.1.2, and 5.17, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require exhaustion of the underlying limits only through the actual payment by the underlying insurers.

§ 5.1.4 Workers’ Compensation at statutory limits.

§ 5.1.5 Employers’ Liability with policy limits not less than ($ ) each accident, ($ ) each employee, and ($ ) policy limit.

§ 5.1.6 The Contractor shall provide builder’s risk insurance to cover the total value of the entire Project on a replacement cost basis.

§ 5.1.7 Other Insurance Provided by the Contractor

(List below any other insurance coverage to be provided by the Contractor and any applicable limits.)

Coverage Limits

Umbrella Insurance $2,000,000 per claim/$10,000,000 Aggregate

§ 5.2 [Reserved]

§ 5.3 The Contractor shall obtain an endorsement to its Commercial General Liability insurance policy to provide coverage for the Contractor’s obligations under Section 8.12. The Contractor shall also provide to Owner a certificate of insurance that provides for the following entities and individuals to be listed as additional named insureds on all required insurance policies for the Project, except for Contractor’s workers’ compensation and professional liability policies: “Board of Public Education for the City of Savannah and the County of Chatham, the body corporate responsible for public education in the City of

Savannah and the County of Chatham commonly known as the Savannah Chatham County Public School System (“SCCPSS”) and all of its elected school board members, administrators, officers, employees, agents, attorneys, or any of their respective heirs, successors, and assigns.”

§ 5.4 Prior to commencement of the Work, each party shall provide certificates of insurance showing their respective coverages.

ARTICLE 6 GENERAL PROVISIONS

§ 6.1 The Contract

The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by 1) a written Change

Order both a) approved by the Owner following the procedure for approval of Change Orders set forth in Board Policy and b) executed by a District employee with authority to sign a Change Order under Board Policy after approval for the Change

Order has been obtained, or 2) by another written amendment approved by the Owner’s Superintendent, if the total estimated value of the Amendment changes the value of this Agreement (up or down) by $50,000 or less, or by both the Superintendent and Owner’s governing body, the elected School Board, if the total estimated value of the Amendment (up or down) is more than $50,000.

§ 6.2 The Work

The term “Work” means the construction and services required by the Contract Documents, and includes all other labor, materials, equipment, and services provided, or to be provided, by the Contractor to fulfill the Contractor’s obligations.

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 6.3 Intent

The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all.

§ 6.4 Ownership and Use of Architect’s Drawings, Specifications and Other Documents

Documents prepared by the Architect are instruments of the Architect’s service for use solely with respect to this Project.

Depending on the terms of the contract between Owner and Architect, the Documents prepared by the Architect shall be either property of the Owner or property of the Architect licensed to Owner for use on the Project. The Contractor, subcontractors, sub-subcontractors, and suppliers are authorized to use and reproduce the instruments of service solely and exclusively for execution of the Work. The instruments of service may not be used for other Projects or for additions to this Project outside the scope of the Work without the specific written consent of the Architect and Owner.

§ 6.5 Physical and Electronic Notice

The following notices under this Agreement shall be transmitted through a physical writing delivered either by Certified U.S.

Mail, return receipt requested, or private commercial carrier such as Federal Express, UPS, or DHL, with a copy by email. to the physical and email addresses set forth below: 1) notices by one party alleging the breach of this Agreement by another party, 2) notices by one party seeking to terminate this Agreement before it expires in the ordinary course of business after Final

Completion and any applicable warranty period, and 3) notices changing the physical or email address for notices under this

Agreement. Where multiple addresses for the Owner are listed below, separate notices should be sent to both addresses for the

Owner.

All other written communications from Contractor to Owner relating to or arising out this or the performance of the Work for the Project or this Agreement, including but not limited to Change Order request communications, should be made through the program management information solution (“PMIS”) used by Owner for this Project, currently e-Builder. Owner will make its

PMIS available to the Contractor for District projects at no cost to the Contractor. Contractor shall not use the SCCPSS PMIS license to perform work for projects for other owners and Contractor must obtain a separate license to use the same PMIS software for projects not owned by the SCCPSS. The SCCPSS reserves the right to change PMIS systems at any time, and

Contractor agrees to migrate its information for this project to any new PMIS selected by the SCCPSS at no added cost to the

SCCPSS.

It is not the intent of this Agreement to require Contractor to use the Owner’s PMIS system for its own internal communications regarding the performance of the Work for the Project or require Owner’s staff or other agents to use the PMIS system for all of its internal communications regarding the Project.

Physical and email addresses for notices to Owner and Contractor under this Agreement shall be as follows:

Notices to the Owner:

The Savannah Chatham-County Public School

System

ATTN: [INSERT NAME]

[STREET ADDRESS]

[CITY STATE ZIP]

Phone: [Insert Phone]

Email: [Insert Email]

The Savannah Chatham-County Public School

System

ATTN: [INSERT NAME]

[Street Address]

[City, State, Zip]

Notices to Contractor:

[Insert Name]

ATTN: [Contact]

[Street Address]

[City, State, Zip]

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

ARTICLE 7 OWNER

§ 7.1 Information and Services Required of the Owner

§ 7.1.1 If requested by the Contractor, the Owner shall furnish all necessary surveys and a legal description of the site.

§ 7.1.2 Except for permits and fees under Section 8.7.1 that are the responsibility of the Contractor, the Owner shall obtain and pay for other necessary approvals, easements, assessments, and charges.

§ 7.1.3 [Reserved]

§ 7.2 Owner’s Right to Stop the Work

If the Contractor fails to correct Work which is not in accordance with the Contract Documents, the Owner may direct the

Contractor in writing to stop the Work until the correction is made.

§ 7.3 Owner’s Right to Carry Out the Work

If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies, correct such deficiencies at

Contractor’s expense. In such case, the Architect may withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the cost of correction.

§ 7.4 Owner’s Right to Perform Construction and to Award Separate Contracts

§ 7.4.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project.

§ 7.4.2 The Contractor shall coordinate and cooperate with the Owner’s own forces and separate contractors employed by the

Owner.

§ 7.5. Approval of the District’s Governing Body, the Elected School Board, or its Designee: Contractor agrees that no contract or claimed modification to a contract is enforceable against the District without the approval of the District’s governing body, the elected School Board, or the elected School Board’s designee by a formal policy of the elected School Board, such as the

Superintendent’s authority to approve certain Change Orders pursuant to Board Policy without additional School Board approval.

The signature of the President of the elected School Board, the Superintendent, the Chief Financial Officer, the Owner’s

Representative, or any other person purporting to act on behalf of the District is only binding on the District if that person’s execution of this Agreement or a subsequent written modification of this Agreement has been authorized by the School Board and/or Board Policy. If it is subsequently determined that this Agreement or any claimed written modification to this Agreement was signed without proper authority from the District’s governing body, the elected School Board, (either by standing Board

Policy or special direction of the Board) then the Contractor agrees that this Agreement or any claimed written modification of this Agreement shall be void and not constitute a binding contract or written modification on the District. Contractor agrees that it may have to repay any and all sums it may receive from the District pursuant to any alleged contract or alleged written modification of a contract that was not property authorized by the District’s School Board or its designee under Board Policy.

ARTICLE 8 CONTRACTOR

§ 8.1 Review of Contract Documents and Field Conditions by Contractor

§ 8.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the

Contract Documents.

§ 8.1.2 The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner. Before commencing activities, the Contractor shall (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to the Contractor with the Contract Documents; and (3) promptly report errors, inconsistencies, or omissions discovered to the Architect.

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 8.2 Contractor’s Construction Schedule

The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect’s approval a Contractor’s construction schedule for the Work that accurately depicts a feasible critical path for reaching Substantial

Completion and Final Completion by the dates set forth in Article 2 above. The Contractor’s construction schedule shall be submitted in the “P-6” format in a ".XER” file so that the Owner, Architect, and their other Consultants, may analyze the schedule to make sure it is feasible and properly sequenced. Schedules shall be periodically revised to accurately account for changes in the critical path for any reason, including approved Change Order work or Contractor delay. Failure to initially provide or maintain an accurate schedule will be a basis for declaring the Contractor in default, which, if not cured withing fourteen days (14) upon receipt of notice by the District, may result in the termination of the Contractor for cause.

§ 8.3 Supervision and Construction Procedures

§ 8.3.1 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.

§ 8.3.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner, through the

Architect, the names of subcontractors or suppliers for each portion of the Work. The Contractor shall not contract with any subcontractor or supplier to whom the Owner or Architect have made a timely and reasonable objection.

§ 8.4 Labor and Materials

§ 8.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work.

§ 8.4.2 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Contract Work. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

§ 8.5 Warranty

The Contractor warrants to the Owner and Architect that: (1) materials and equipment furnished under the Contract will be new and of good quality unless otherwise required or permitted by the Contract Documents; (2) the Work will be free from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements of the Contract

Documents. Any material or equipment warranties required by the Contract Documents shall be issued in the name of the

Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 12.5. These warranties are in addition to the Contractor’s duty to correct work for one (1) year following Substantial Completion as set forth in Section

14.2.

§ 8.6 Taxes

The Contractor shall pay sales, consumer, use, and similar taxes that are legally required when the Contract is executed.

Contractor should be advised that Owner may be exempt from some taxes. Before paying any taxes that may be passed on to

Owner, Contractor shall consult with the Owner’s Representative to confirm whether the District might receive any exemptions or other discounts related to the tax that may need to be paid.

§ 8.7 Permits, Fees and Notices

§ 8.7.1 The Contractor shall obtain and pay for the building permit and other permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work. Contractor should be advised that Owner may be exempt from some fees, licenses, or inspections, required by other government agencies of third parties. Before paying any fees, licenses, or inspections, that may be passed on to Owner, Contractor shall consult with the Owner’s Representative to confirm whether the District might receive any exemptions or other discounts related to the tax that may need to be paid.

§ 8.7.2 The Contractor shall comply with and give notices required by agencies having jurisdiction over the Work. If the

Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume full responsibility for such Work and shall bear the attributable

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

costs. The Contractor shall promptly notify the Architect in writing of any known inconsistencies in the Contract Documents with such governmental laws, rules, and regulations.

§ 8.8 Submittals

The Contractor shall promptly review, approve in writing, and submit to the Architect shop drawings, product data, samples, and similar submittals required by the Contract Documents. Shop drawings, product data, samples, and similar submittals are not Contract Documents. Any submittals or requests for substitution that would result in a change in the Contract Sum or extend the date for reaching Substantial Completion or Final Completion must be submitted as a Change Order and approved pursuant to the District’s policy on Change Orders. If Contractor is dissatisfied with any decision (approving or rejecting) any submittal or request for substitution by the Architect or Owner and contends that Owner should owe Contractor more money or that the time for reaching Substantial Completion or Final Completion should be extended as a result of the decision on the submittal or request for substitution, then Contractor shall make any such claim using the formal claims procedures in this

Agreement within fourteen (14) days or any claim related to the submittal or substitution request will be waived and cannot be revived by the subsequent filing of a new submittal, request for substitution, or Change Order for the same Work that was addressed in a previous submittal, request for substitution, or Change Order.

§ 8.9 Use of Site

The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, the Contract Documents, and the Owner. Where work is performed on school sites that are actively being used by students and staff, Contractor shall coordinate with Owner to ensure appropriate safeguards are in place to protect students and staff from entry to the areas where

Work is being performed and will require Contractor’s staff to comply with any sign-in or other registration requirements to help promote student safety.

§ 8.10 Cutting and Patching

The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly.

§ 8.11 Cleaning Up

The Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work.

At the completion of the Work, the Contractor shall remove its tools, construction equipment, machinery, and surplus material; and shall properly dispose of waste materials.

§ 8.12 Indemnification

The Contractor, as well as its successors and assigns, shall indemnify, hold harmless, insure, and defend, Owner and all of its elected school board members, administrators, officers, employees, agents, attorneys, successors, heirs, and assigns, (collectively the “Indemnitees”) from and against any liability or claims for any damages, losses, or expenses for personal injury (including death) or property damage, including attorney’s fees and expenses of litigation, to the extent caused by or resulting from the negligence, gross negligence, recklessness, or intentionally wrongful conduct of

Contractor or other persons employed or utilized by the Contractor in the performance of this

Agreement. This obligation shall require the Contractor to indemnify Owner in advance of litigation for reasonable attorney’s fees and expenses of litigation, pending a ruling on liability on the merits by a court of competent jurisdiction. It is not the intent of this provision to require Contractor to indemnify, hold harmless, insure, and defend any Indemnitee from and against any liability or claims damages, losses, or expenses for personal injury (including death) or property damage, including attorney’s fees and expenses of litigation, caused solely by or resulting solely from the negligence, gross negligence, recklessness, or intentionally wrongful conduct of that Indemnitees.

The parties do not intend for this indemnity provision to limit either party’s remedies against the other for breach of contract, and this provision does not intend for this indemnification provision to

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

require the Contractor to indemnify the District for claims for attorney’s fees and expenses of litigation asserted by the District against the Contractor for the Contractor’s alleged breach or default under the terms of this Contract, unless the Contractor is determined by a court of competent jurisdiction to be liable to the District and the District’s recovery of attorney’s fees and litigation expenses is otherwise permitted by applicable law.

§8.13 Indemnification for Suits or Claims for Intellectual Property Infringement.

The Contractor shall indemnify and hold the Owner harmless from any suits or claims of infringement of any patent rights, trademarks or copyrights arising out of any patented, trademarked, or copyrighted materials, methods, or systems used by the

Contractor.

§8.14 Compliance with Laws.

Contractor agrees to comply with all applicable State and Federal laws and regulations, including, but not limited to, all state laws and regulations governing contracts with public school districts. In this regard, Contractor certifies its compliance with Federal and State immigration laws. Contractor warrants that it has registered with and uses the federal work authorization program commonly known as “E-Verify.” Contractor further agrees that it will execute any affidavits required by O.C.G.A. §13-10-91 and/or O.C.G.A. § 50-36-1. Contractor further warrants that it will not enter into any contract with a subconsultant or subcontractor that does not participate in a federal work authorization program. Contractor will require all subconsultants or subcontractors to provide Contractor with O.C.G.A. § 13-10-91 affidavits similar to the ones provided by Contractor to Owner as required by O.C.G.A. § 13-10-91 (b) (3) & (4).

§ 8.15. Limited Waiver of Sovereign Immunity Ex Contractu.

Contractor acknowledges and agrees that under Article I, Section II, Paragraph IX of the Georgia Constitution of 1983, sovereign immunity extends to a county-wide school district such as Owner. As set forth in Article I, Section II, Paragraph IX of the 1983

Georgia Constitution, sovereign immunity is waived “as to any action ex contractu for the breach of any written contract.”

Contractor specifically acknowledges the constitutional and contractual requirements that written changes, modifications, and waivers to this Contract must be specifically executed by the Owner as set forth in the Contract Documents. Accordingly, Contractor specifically acknowledges the constitutional prohibitions against claims against Owner based solely upon oral statement, course of conduct, customs of the trade, quasi-contract, quantum meruit, or O.C.G.A § 13-4-4 (mutual departure from contract terms).

§ 8.16. Contractor Personnel:

Contractor's staff is expected to present a professional appearance. All personnel of the Contractor will be neat, well groomed, properly uniformed in industry standard uniforms and are expected to conduct themselves at all times in a responsible and courteous manner while performing any work under this Agreement and/or whenever they are on District property. The following code of conduct will be adhered to by the Contractor, his agent(s) and/or his employees. If Contractor fails to ensure that its employees or other agents comply with these requirements, then Contractor may be terminated for cause under this Agreement:

A. All employees of the Contractor shall wear a recognizable uniform or professional business attire. All of Contractor’s employees and agents performing work must carry a government-issued photo ID. Contractor’s employees and agents will present

ID to District Staff upon request. This provision will be strictly enforced.

B. The use of tobacco, or tobacco products, alcohol, marijuana, or other illegal drugs on Board property is prohibited by State law.

C. The Contractor will not be permitted to utilize Day Labor or Temporary Workers to provide any services at any District facility.

This includes any employees or agents that are hired prior to contract award. Failure to comply with this requirement could result in immediate termination of contract with the Contractor liable for any breach, including liquidated damages for delay damages and/or forfeiture of Performance Bond.

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

D. The Contractor or employees or agents of the Contractor are not permitted to play loud music, to make unnecessary noises, or to use vulgar or inappropriate language that causes offense to others.

E. The employment of unauthorized or illegal aliens by the Contractor is considered a violation of Section 247A (e) of the

Immigration and Naturalization Act. If the Contractor knowingly employs unauthorized aliens, such a violation shall also be cause for termination of this Agreement.

F. Possession of firearms will not be tolerated on Board property. No person who has a firearm in their vehicle will be permitted to park on District property. Any employee of the Contractor found in violation of this policy will be immediately asked to leave, and will not be allowed to return to perform further work without the consent of the District.

G. The Contractor certifies that he/she will not engage or allow its employees to engage in the unlawful manufacture, sale distribution, dispensation, possession, or use of a controlled substance or drug during the performance of the contract and that a drug-free workplace will be provided for the Contractor’s employees or agents during the performance of the contract. The

Contractor also certifies that he will secure from any subcontractor who works on the contract, written certification of the same drug free workplace requirements. False certification or violation by failing to carry out requirements of O.C.G.A. § 50-24-3 may cause suspension, termination of contract, or debarment of such contractor.

Please Note: If any employee or agent of the Contractor or Sub-contractor is found to have brought a firearm, alcohol, marijuana, or other illegal drug on District property, the Contractor or Sub-contractor shall prohibit them from continuing to perform any work on District property. If the Contractor or Sub-contractor fails to do so, then the District may terminate this Agreement for cause as set forth below.

§ 8.17. COVID-19 and other Health/Safety Precautions. The District expects the Contractor, its subcontractors, and their employees to comply with all of the District’s COVID-19 Safety Procedures and Policies (and any other health/safety procedures related to any other disease), including, but not limited to mask requirements, temperature taking and symptom tests, and social distancing practices, as may be implemented by the District from time to time, with the exclusion of those policies related to how

District employees report COVID-19 (or other medical) concerns to the Risk Management and Human Resources departments.

Copies of the District’s current COVID-19 (or other health/ safety) Procedures and Policies are attached and may be revised in the future as COVID-19 and other health/safety conditions changes.

§ 8.18. Contractor’s Waiver of Consequential Damages

Notwithstanding anything to the contrary contained elsewhere in this Agreement or any other document incorporated by reference into this Agreement, in no event shall Contractor be entitled to any payment for lost profits or consequential damages in connection with the performance of this

Agreement or any alleged breach or termination of this Agreement and hereby waives any such claims for lost profits or consequential damages.

ARTICLE 9 ARCHITECT

§ 9.1 The Architect will provide administration of the Contract as described in the Contract Documents.

§ 9.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the Work.

§ 9.3 The Architect will not have control over or charge of, and will not be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s responsibility. The Architect will not be responsible for the Contractor’s failure to carry out the Work in accordance with the Contract Documents.

§ 9.4 Based on the Architect’s observations and evaluations of the Contractor’s Applications for Payment, the Architect will review and certify the amounts due the Contractor.

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 9.5 The Architect has authority to reject Work that does not conform to the Contract Documents.

§ 9.6 The Architect will promptly review and approve or take appropriate action upon Contractor’s submittals, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract

Documents. The foregoing notwithstanding, Architect cannot change the Contract Sum or the Contract Time through any submittal or request for substitution process. Any such change must be approved by a Change Order approved by the Owner through Board Policy.

§ 9.7 On written request from either the Owner or Contractor, the Architect will promptly interpret and decide matters concerning performance under, and requirements of, the Contract Documents.

§ 9.8 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from the

Contract Documents, and will be in writing or in the form of drawings. When making such interpretations and decisions, the

Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith.

§ 9.9 The Architect’s duties, responsibilities, and limits of authority as described in the Contract Documents shall not be changed without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld.

ARTICLE 10 CHANGES IN THE WORK

§ 10.1 Change Order Defined & Approval Pursuant to Board Policy

A “Change Order” shall be defined as a document issued on or after the Effective Date of the Contract, signed by the Contractor and properly authorized by the Owner and ordinarily certified by the Architect, which may authorize a change or changes to the

Work, including but not limited to a change to the Contract Sum, the Contract Time, or the Contract Documents. Change

Orders may be initially requested by the Owner, the Contractor, or the Architect, but, in any case, must be approved by Owner pursuant to Board Policy.

All Change Orders must be approved pursuant to Board Policy FGG. Under current policy FGG, all change orders must be reviewed by the project Architect/Engineer, appropriate District and Program Management staff as designated by the

Superintendent before being recommended for further approval. The Superintendent is delegated authority to approve and sign

Change Orders which will change the overall amount of a contract (up or down) by $50,000 or less, but cannot approve and sign

Change Orders for changes in excess of $50,000. All Change Orders which will change the overall amount of a contract (up or down) by more than $50,000 must be documented as a Board Resolution. Upon approval by the Board, a Change Order may be signed by the Board President, the Superintendent, or the Chief Financial Officer. A summary of all approved Change Orders will be provided to the Board of Education quarterly as an information item.

§ 10.2 Changes Forbidden without Consent of Owner.

Neither the Architect nor the Contractor shall make any change whatsoever in the work without an approved Change Order.

Except in the case of an emergency affecting the safety of persons or property or the Work or of adjoining property, in the absence of an approved Change Order, the Contractor shall have no claim for payment, repayment, reimbursement, remittance, remuneration, compensation, profit, cost, overhead, expense, loss, expenditure, allowance, charge, demand, hire, wages, salary, tax, cash, assessment, price, money, bill, statement, dues, recovery, restitution, benefit, recoupment, exaction, injury, damages, or time based upon or resulting from any change.

If Contractor proceeds to perform any Work that it claims is not included in the original Scope of the Work or a previously approved Change Order without first securing a properly approved Change Order, Contractor assumes the risk that the Change Order may not be approved and the Contract Sum or Contract Time may not be adjusted. Thus, any such work performed without an approved Change Order is performed at Contractor’s own risk.

For the purposes of this Agreement, an “emergency” shall mean “any situation resulting in imminent danger to the public health or safety or the loss of an essential governmental service” and be interpreted in a manner consistent with the definition of

“emergency” in O.C.G.A. § 36-91-2(7)).

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AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:12:55 EDT on 04/22/2025 under Subscription No.20240058424 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 10.3 Emergency Change Order Approval

Pursuant to Board Policy FGG, Any Emergency Change Order in excess of $50,000 may be approved by the Superintendent or his/her designated alternate, the Chief Financial Officer or his/her designated alternate, and the Board President or Vice President, signed by all three approvers, and presented to the Board for ratification at the next available Board meeting.

For the purposes of this Agreement, an “emergency” shall mean “any situation resulting in imminent danger to the public health or safety or the loss of an essential governmental service” and be interpreted in a manner consistent with the definition of

“emergency” in O.C.G.A. § 36-91-2(7)).

§ 10.4 Contractor’s Review of Owner or Architect Initiated Change Orders

The Contractor shall review any Owner or Architect requested or directed Change Order and shall respond in writing within fourteen calendar days after receipt of the proposed Change Order (or such other reasonable time as the Owner may direct), stating the effect of the proposed Change Order upon his Work, including any increase or decrease in the Contract Time and Sum. The

Contractor shall furnish to the Owner and the Architect an itemized breakdown of the quantities and prices and expenditures for labor and materials used in computing the proposed change in the Contract Sum, in the form prescribed by the Owner. The

Contractor shall obtain and furnish as back up to the Contractor’s breakdown a separate breakdown for each Subcontractor’s charges prepared by each Subcontractor on the letterhead of the Subcontractor and properly signed by the Subcontractor. The

Owner shall review the Contractor’s proposal and respond to the Contractor. Until the Owner responds to the Contractor’s proposed changes to the Contract Sum and Time, Contractor proceeds with any Change Order work at its own risk.

If Owner, after considering the advice of the Architect, approves the Contractor’s proposal on any changes to the Contract Sum or Time resulting from an Owner or…