8-Sample Construction Contract.pdf

CONSTRUCTION SERVICES CONTRACT

BETWEEN

CHATHAM COUNTY, GEORGIA

AND

CONTRACTOR NAME

CONSTRACTOR ADDRESS

CONTRACTOR PHONE NUMBER

CONTRACT NAME

Contract No.

Board of County Commissioners

Purchasing & Contracting Department

Chatham County Citizens Service Center

1117 Eisenhower Drive, Suite C

Savannah, Georgia 31406

TABLE OF CONTENTS

ARTICLE 1

TERMS AND CONDITIONS OF THIS CONTRACT

I-1 Terms of Service

I-2 Requirement for Mandatory Performance

I-3 County Administration

I-4 County Project Manager’s Duties and Authority

I-5 Personnel and Equipment

I-6 Scheduling of Work Tasks

I-7 Review of Work in Progress

I-8 Changes to this Contract

I-9 Delays of Extension of Time

I-10 Termination of Contract for Cause

I-11 Termination of Contract for Convenience

I-12 Termination of Contract for Lack of Funding

I-13 Contractor to Cooperate with Other Contractors and Government Agencies

I-14 Indemnification

I-15 Covenant Against Contingent Fees

I-16 Prohibited Interests

I-17 Subcontracting

I-18 Assignability

I-19 Equal Employment Opportunity

I-20 Anti-Kickback Clause

I-21 Preference for Local Labor and Purchases

I-22 Audits and Inspections

I-23 Verbal Agreement or Conversation

I-24 Independent Contractor

I-25 Notices

I-26 Requirements for Release of Project Information to the Public

I-27 Choice of Law

I-28 Compliance with Laws

I-29 Certificate of Substantial Completion

I-30 Accuracy of Work Warranted

ARTICLE II

COMPENSATION, FINANCIAL ADMINISTRATION AND GUARANTEES

II-1 Compensation for Contractor Services

II-2 Project Compensation Schedule

II-3 Method of Compensation

II-4 Force Account

II-5 Insurance

II-6 Required Payment and Performance Bonds

II-7 Maintenance of Project Financial Records

II-8 Payment of Taxes and Fees

ARTICLE III

SERVICES PROVIDED BY THE COUNTY

III-1 Scope of Services

III-2 Information to the Contractor

III-3 County Staff responding to Contractor Expeditiously

III-4 County Giving Notice of Problems

III-5 Access to Property

ARTICLE IV

SCOPE OF SERVICE PROVIDED BY THE CONTRACTOR

IV-1 Contractor Mission Statement

IV-2 Background and Description of the Project

IV-3 Appendices of Standard Procedures

IV-4 Compliance to Drug Free Workplace

ATTACHMENTS

A. Certification, Drug Free Workplace (Insert from ITB) B. List of Subcontractors, M/WBE Subcontractors or Suppliers

C. Project Compensation Schedule

D. Payment Bond

E. Performance Bond

F. Application and Certificate for Payment

G. Promise of Non-Discrimination Statement

H. Letter of Intent to Perform as a MBE/WBE Subcontractor of Joint Venture Partner

I. Bidder’s Certification Regarding Debarment, Suspension, Ineligibility and Voluntary

Exclusion

J. Special Provisions for Procurement – Federal Requirements

K. Additional Supplemental Federal Requirements

L. U.S. Department of the Treasury – Coronavirus State and Local Fiscal Recovery Funds

Recipient Award Terms and Conditions

M. Davis Bacon Wage Determination

CONSTRUCTION SERVICES CONTRACT

BETWEEN

AND

CONTRACTOR NAME

CONSTRACTOR ADDRESS

CONTRACTOR PHONE NUMBER

This Contract is made and entered into this COMMISSION APPROVAL DATE, by and between the Board of Commissioners of Chatham County, Georgia, hereinafter called the

"BOARD," and, CONTRACTOR NAME, a Company authorized to do business in Georgia, hereinafter called the "CONTRACTOR."

WHEREAS, the BOARD desires to engage a qualified and experienced contracting firm to furnish construction services for:

PROJECT NAME AS SPECIFIED IN BID NO. 26-XXXX-2 AND ANY ADDENDUMS

WHICH IS HEREBY INCORPORATED IN THIS CONTRACT IN ITS ENTIRETY.

WHEREAS, the CONTRACTOR has represented to the BOARD that it is experienced and qualified to provide the services contained herein, and the BOARD has relied upon such representation. The terms, conditions and specifications of the Invitation for Bid and the award made in connection with this Contract are incorporated herein by reference and made a part of this contract.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by and between the BOARD and the CONTRACTOR that the BOARD hereby engages the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth:

ARTICLE I

TERMS AND CONDITIONS OF THIS CONTRACT

SECTION I-1. COMMENCEMENT, COMPLETION. The Contractor will commence work for the tasks described in ARTICLE IV within 10 working days upon receipt of "NOTICE TO

PROCEED". All work shall be completed within XXX calendar days after the 10 days allowed after Notice to Proceed.

SECTION I-2. REQUIREMENT FOR MANDATORY PERFORMANCE. The words

"shall,""will" and "must" may be used interchangeably in this Contract; and in any case will indicate a required or mandatory performance by the CONTRACTOR.

SECTION I-3. COUNTY ADMINISTRATION. The administration of this Contract for

Chatham County, Georgia, shall be the responsibility of the County administrative staff, hereinafter called the "COUNTY." The County Project Manager, PROJECT MANAGER

NAME AND PHONE NUMBER, shall serve as the Official Project Manager for this Project and shall be responsible to the County Manager who is responsible to the BOARD for the proper effectuation of Chatham County, Georgia's obligations under the terms of this Contract.

SECTION I-4. COUNTY PROJECT MANAGER'S DUTIES AND AUTHORITY. The

County Project Manager is the Chatham County, Georgia staff member primarily responsible for the day-to-day management of this Project. He shall act as the official liaison between the

CONTRACTOR, Joint Venturer and other Contractors and the COUNTY on the project. The

County Project Manager shall arrange for conferences and the exchange of data and information and for necessary approvals, except for such portion of these liaison duties as may be specifically delegated to the CONTRACTOR under other provisions of this Contract. All correspondence, data, information and reports shall be directed to the County Project Manager. The number of copies of such data shall be designated by the County Project Manager to provide for proper distribution to the parties concerned. The County Project Manager shall be responsible for the maintenance of all records and correspondence concerning this Project for the COUNTY.

The CONTRACTOR shall meet with the COUNTY for review of the work on a regular weekly basis or as otherwise determined by the County Project Manager. The County Project Manager will expedite any necessary decisions regarding provisions of this contract that affect the performance of the CONTRACTOR. The County Project Manager will ensure the Contractor submits a monthly Minority/Woman Business Enterprise, (M/WBE), Participation Report with each Payment Application. (Attachments B, F & H)

SECTION I-5. PERSONNEL AND EQUIPMENT. The CONTRACTOR represents that it has secured or will secure, at its own expense, all personnel and equipment necessary to complete the scope of work of this Contract; none of whom shall be employees of, nor have any contractual relationship with Chatham County. Primary liaison with the COUNTY will be through its project manager as further described below. All of the services required hereunder will be performed by the CONTRACTOR under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under law to perform such services.

All professional personnel, including subcontractors, and M/WBE subcontractors or suppliers engaged in performing services for the CONTRACTOR under this Contract shall be listed by organization and by type of profession and level of responsibility on a personnel listing attached hereto as Attachment B, List of Subcontractors and M/WBE Subcontractors or Suppliers, and incorporated herein by reference.

SECTION I-6. SCHEDULING OF WORK TASKS. The CONTRACTOR shall energetically and expeditiously carry out the work schedule with the COUNTY's recognition that unforeseen events may necessitate revision of the task assignments.

SECTION I-7. REVIEW OF WORK IN PROGRESS. Authorized representatives of the

COUNTY may at all reasonable times review and inspect the Project activities and data collected under the Contract and amendments thereto.

SECTION I-8. CHANGES TO THIS CONTRACT. The COUNTY may, at any time, request changes in the scope of services of the CONTRACTOR to be performed hereunder. Such changes, including any increase or decrease in the rate and amount of the CONTRACTOR's compensation as more fully described in Article II, which are mutually agreed upon by and between the BOARD and the CONTRACTOR, shall be incorporated in written amendments to this Contract. Each additional amendment shall be properly attested to by the original signatories of this Contract or their authorized agents and shall be numbered in sequence and attached to this Contract in the same manner and format as the original attachments.

A Change Order is a written order signed by the BOARD and the CONTRACTOR authorizing a change in the Work or an adjustment in the contract sum or contract time. A contract sum and contract time may be changed only by a Change Order. Cost or credit to Chatham County resulting from a change in the work shall be determined in one or more of the following ways:

(a) By mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;

(b) By unit prices stated in the Contract Documents or subsequently agreed upon; or

(c) By cost to be determined in a manner agreed upon by the parties in a mutually acceptable fixed or percentage fee.

SECTION I-9. DELAYS AND EXTENSION OF TIME. If the Contractor is delayed at any time in the progress of the work by an act or neglect of Chatham County, or by changes ordered in the work, or by labor disputes, strikes, insurrections, fires, act of God, unusual but well documented and excusable delays in deliveries, unavoidable casualties, or other causes beyond the Contractor's control, or by delay authorized by the BOARD, then the Contract term of service and/or cost may be extended by Contract modification for such reasonable time as the BOARD and CONTRACTOR may agree.

SECTION I-10. TERMINATION OF CONTRACT FOR CAUSE. If through any cause, the

CONTRACTOR shall fail to fulfill in a timely and proper manner its obligations under this

Contract, or if the CONTRACTOR shall violate any of the covenants, agreements or stipulations of this Contract, the CONTRACTOR shall be in breach of this Contract and the BOARD shall thereupon give written notice of default to the CONTRACTOR and allow the CONTRACTOR seven (7) calendar days from such notice to cure such default, after notice the BOARD shall have the right to terminate this Contract by giving written notice to the CONTRACTOR of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination.

If BOARD fails without cause to make payment when due, the CONTRACTOR may give written notice of the CONTRACTOR'S intention to terminate this Agreement. If the

CONTRACTOR fails to receive payment within ten (10) days after receipt of such notice by the BOARD, the CONTRACTOR may give a second written notice and five (5) days after receipt of second written notice by the BOARD, the CONTRACTOR may terminate this Agreement and recover from the BOARD payment for work executed, and for proven losses sustained upon materials, equipment, tools and construction equipment and machinery, including reasonable profit and applicable damages.

SECTION I-11. TERMINATION OF CONTRACT FOR CONVENIENCE. Each party to the contract shall have the right to terminate the contract made hereunder for it’s convenience by giving the other party written notice 30 days in advance of it’s election to do so and by specifying the effective date of such termination. The CONTRACTOR shall be paid for services rendered and not in question or dispute through the effective date of such termination.

SECTION I-12. TERMINATION OF CONTRACT FOR LACK OF FUNDING. The obligation of the COUNTY for payment to the CONTRACTOR is limited to the availability of funds appropriated in a current fiscal period. The continuation of the contract into a subsequent fiscal period is subject to the appropriation of funds, unless otherwise authorized by law.

SECTION I-13. CONTRACTOR TO COOPERATE WITH OTHER CONTRACTORS

AND GOVERNMENT AGENCIES. If the BOARD undertakes or awards other contracts for additional related work, the CONTRACTOR and its subcontractors shall fully cooperate with such other CONTRACTORS and COUNTY employees or appointed committee(s) and carefully fit its own work to such additional work as may be directed by the COUNTY. The

CONTRACTOR and its subcontractors shall not commit or permit any act which will interfere with the performance of work by any other CONTRACTOR or by COUNTY employees. Costs caused by ill-timed work shall be borne by the responsible party.

SECTION I-14. INDEMNIFICATION. The CONTRACTOR agrees to protect, defend, indemnify, and hold harmless Chatham County, Georgia, its Commissioners, officers, agents, and employees from and against any and all liability, damages, claims, suits, liens, and judgments, of whatever nature, including claims for contribution and/or indemnification, for injuries to or death of any person or persons, or damage to the property or other rights of any person or persons caused by the CONTRACTOR or its subcontractors. The CONTRACTOR's obligation to protect, defend, indemnify, and hold harmless, as set forth herein above shall include, but not be limited to, any matter arising out of any actual or alleged infringement of any patent, trademark, copyright, or service mark, or any actual or alleged unfair competition, disparagement of product or service, or other business tort of any type whatsoever, or any actual or alleged violation of trade regulations. CONTRACTOR further agrees to investigate, handle, respond to, provide defense for, and to protect, defend, indemnify, and hold harmless Chatham

County, Georgia, at his sole expense, and agrees to bear all other costs and expenses related thereto, even if such claims, suits, etc., are groundless, false, or fraudulent, including any and all claims or liability for compensation under the Worker's Compensation Act arising out of injuries sustained by any employee of the CONTRACTOR or his subcontractors or anyone directly or indirectly employed by any of them.

The CONTRACTOR'S obligation to indemnify Chatham County under this Section shall not be limited in any way by the agreed-upon contract price as shown in Article II or to the scope and amount of coverage provided by any insurance maintained by the CONTRACTOR including, without limitation to, the insurance required to be maintained by the CONTRACTOR pursuant to

Section II-5 of this Contract.

SECTION 1-15. COVENANT AGAINST CONTINGENT FEE. The CONTRACTOR shall comply with the relevant requirements of all Federal, State, County or other local laws. The

CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this

Contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, brokerage fee, gifts, or any consideration, contingent upon or resulting from the award or making of this

Contract. For breech or violation of this warranty, the BOARD shall have the right to annul this

Contract without liability, or, in its discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

SECTION I-16. PROHIBITED INTERESTS.

a. Conflict of Interest. The CONTRACTOR and its subcontractors warrant that it presently has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner or degree with the performance of its services hereunder. The CONTRACTOR further agrees that, in the performance of the

Contract no person having any such interest shall be employed.

b. Interests of Public Officials. No member, officer, or employee of Chatham

County, Georgia, during his tenure shall have any interest, direct or indirect, in this Contract or the proceeds thereof.

SECTION I-17. SUBCONTRACTING. The CONTRACTOR shall not subcontract any part of the work covered by this Contract or permit subcontracted work to be further subcontracted without the BOARD's prior written approval of the subcontractor. All approved subcontractors and their personnel assigned to this Project shall be listed on Attachment B--List of

Subcontractors, M/WBE Subcontractors or Suppliers of this Contract. The BOARD will not approve any subcontractor for work covered by this Contract that has not been recommended for approval by the COUNTY. Article I--Terms and Conditions of this Contract shall be included in any subcontracts to this Project.

SECTION I-18. ASSIGNABILITY. The CONTRACTOR shall not assign or transfer whether by an assignment or novation, any of its rights, obligations, benefits, liabilities or other interest under this Contract without the written consent of the BOARD.

SECTION I-19. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this Contract, the CONTRACTOR agrees as follows:

a. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, national origin, place of birth, physical handicap, or marital status;

b. The CONTRACTOR will, in all solicitations or advertisements for employees placed by qualified applicants, received consideration for employment and take affirmative action to employ applicants without regard to race, creed, color, sex, age, national origin, place of birth, physical handicap, or marital status. Such action shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship;

c. The CONTRACTOR will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Contract so that such provision will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

SECTION I-20. ANTI-KICKBACK CLAUSE. Salaries of right-of-way agents, relocation agents, right-of-way negotiators, clerks, secretaries, supervisors, draftsmen, engineers, and other technical personnel performing work under this Contract shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except only such payroll deductions as are mandatory by law. The CONTRACTOR hereby agrees to comply with all applicable "Anti-Kickback" laws and shall insert appropriate provisions in all subcontracts covering work under this Contract.

SECTION I-21. PREFERENCE FOR LOCAL LABOR AND PURCHASES. The

CONTRACTOR hereby agrees, as part of the consideration to Chatham County for the making of this Contract, that the CONTRACTOR and all of its subcontractors in the carrying out of this contract will give the citizens of Chatham County preference for employment to perform all labor required by this contract to be performed; that the rate of wages to be paid shall not be less than the prevailing wage for Chatham County; and that in the purchase of materials to be used in the Work of the Project, preference shall be given to sources from within Chatham County to the maximum extent practicable, (Local Vendor Preference Ordinance applies to professional services and general procurement of materials/supplies). The CONTRACTOR will cause the forgoing provisions to be inserted in all subcontracts so that provisions will be binding upon each subcontractor.

SECTION I-22. AUDITS AND INSPECTIONS. At any time during normal business hours and as often as the COUNTY may deem necessary, the CONTRACTOR and his subcontractors shall make available to the COUNTY and/or representatives of the Chatham County Department of Internal Audit for examination all of its records with respect to all matters covered by this

Contract. It shall also permit the COUNTY and/or representatives of the Department of Internal

Audit to audit, inspect, examine and make copies, excerpts or transcripts from such records of personnel, payrolls, conditions of employment and other data relating to all matters covered by this Contract. All documents to be audited shall be available for inspection at all reasonable times in the main offices of the COUNTY or at the offices of the CONTRACTOR as requested by the County.

SECTION I-23. VERBAL AGREEMENT OR CONVERSATION. No verbal agreement or conversation with any officer, agent, or employee of Chatham County, Georgia, either before, during, or after the execution of this Contract, shall affect or modify any of the terms or obligations herein contained, nor shall such verbal agreement or conversation entitle the

CONTRACTOR or his subcontractors to any additional payment whatsoever under the terms of this Contract. All changes to this Contract shall be in writing and appended hereto as prescribed in Section I-8.

All significant conferences and decisions affecting the Project shall be reduced to typewritten memorandums by the CONTRACTOR and at least two (2) copies of the minutes, notes, etc.

shall be forwarded to the County Project Manager within seven (7) calendar days of the event.

SECTION I-24. INDEPENDENT CONTRACTOR. The CONTRACTOR shall perform the services under this Contract as an independent contractor and nothing contained herein shall be construed to be inconsistent with this relationship or status. Nothing in this Contract shall be interpreted or construed to constitute the CONTRACTOR or any of its subcontractors, agents or employees to be the agent, employee or representative of Chatham County, Georgia.

SECTION I-25. NOTICES. All notices shall be in writing and any notices, demands and other papers or documents to be delivered to Chatham County, Georgia, under this Contract shall be delivered in person or transmitted by mail, postage prepaid to the PROJECT MANAGER AND

ADDRESS, or at such other place or places as may be subsequently designated by written notice to the CONTRACTOR.

All written notices, demands and other papers or documents to be delivered to the

CONTRACTOR under this Contract shall be addressed as follows: CONTRACTOR

CONTACT NAME AND ADDRESS.

SECTION I-26. REQUIREMENTS FOR RELEASE OF PROJECT INFORMATION TO

THE PUBLIC. Information gathered by the CONTRACTOR and his subcontractors during the course of this Project shall be privileged information and shall be kept confidential for the use of

Chatham County, Georgia. The CONTRACTOR and its subcontractors shall not disclose its information, findings or conclusions in whole or in part to any persons whatsoever, other than to submit its written documentation to Chatham County, Georgia, and further agrees to discuss the same only with the BOARD, the COUNTY, or their authorized representatives.

Upon completion of this Contract term, all documents, plans, reports, maps, data, records, and studies prepared by the CONTRACTOR and his subcontractors pursuant thereto shall become the property of Chatham County, Georgia, and shall be delivered to the County Project

Manager's office.

SECTION I-27. CHOICE OF LAW. This Contract shall be deemed to have been executed in

Chatham County, Georgia, and all questions of interpretation and construction shall be governed by the laws of the State of Georgia.

SECTION I-28. COMPLIANCE WITH LAWS. The CONTRACTOR shall comply with all applicable Federal, State, Chatham County and City of Savannah laws, ordinances, rules, regulations, and lawful orders of public authorities relating to the Project, including but not limited to Chatham County building code and permits and other local requirements.

SECTION I-29. CERTIFICATE OF SUBSTANTIAL COMPLETION. The

CONTRACTOR shall notify the COUNTY when the Work is substantially complete by submitting in writing a request, for a Certificate of Substantial completion. (Substantial completion shall mean the date when the Work, or a specified part thereof, has progressed to the point where the Work is sufficiently complete so that the project, or specified part thereof, can be utilized for the purposes for which it is intended). The Certificate shall be a mutually agreed upon document listing the date of substantial completion, responsibility for each party for security, maintenance, damage to the Work, insurance, items of the Work to be completed or corrected and shall fix the time within which the CONTRACTOR shall complete items listed therein. The Certificate shall be signed by the CONTRACTOR'S Construction Manager and the

County Project Manager.

SECTION I-30. ACCURACY OF WORK WARRANTED. The CONTRACTOR hereby warrants the accuracy of the Work completed under the terms of this contract and shall promptly correct any errors and omissions at no additional cost to Chatham County. Acceptance of the

Work by Chatham County will not relieve the CONTRACTOR of the responsibility for subsequent correction, at no additional cost to Chatham County, of any errors and omissions for a period of one (1) year after substantial completion of the Work. It is understood and agreed that the CONTRACTOR'S warranty covers normal wear and tear accepted in the extended warranties on systems and equipment installed by the CONTRACTOR which shall be assigned to Chatham County for the period of time the warranties are to remain in effect after the construction occupancy.

At any time during the construction of the improvements provided for by the plans or any phase or work performed by others based on data secured by the CONTRACTOR under this Contact, the CONTRACTOR shall confer with the COUNTY to correct any errors or omissions made by the CONTRACTOR. The CONTRACTOR shall prepare any reasonable plans or data required by the COUNTY to correct such errors or omissions. The above consultations, clarifications or corrections shall be made without added compensation. The CONTRACTOR shall give immediate attention to these changes so that there will be a minimum delay to COUNTY.

ARTICLE II

COMPENSATION, FINANCIAL ADMINISTRATION AND GUARANTEES

SECTION II-1. COMPENSATION FOR CONTRACTOR SERVICES. The County shall pay the CONTRACTOR for his services based on the amount of work performed but not to exceed the total contract amount of CONTRACT AMOUNT IN WORDS AND NUMBERS.

SECTION II-2. PROJECT COMPENSATION SCHEDULE. The detailed project compensation schedule is shown in Attachment C and is attached hereto and incorporated herein as a part of this Contract.

SECTION II-3. METHOD OF COMPENSATION. The compensation provided for herein shall include all claims by the CONTRACTOR for all costs incurred by the CONTRACTOR in the conduct of the Project as authorized by the approved Project Compensation Schedule and this amount shall be paid to the CONTRACTOR after receipt of the invoice and certification of the payment of the prevailing wage and approval of the amount by the COUNTY. The COUNTY shall make payments to the CONTRACTOR within thirty (30) days from the date of receipt of the CONTRACTOR's acceptable statement on forms prepared by the CONTRACTOR and approved by the COUNTY.

Should the Project begin within any one month, the first invoice shall cover the partial period from the beginning date of the Project through the last day of the month (or on a mutually agreeable time) in which it began. The invoices shall be submitted each month until the Project is completed. Invoices shall be itemized to reflect actual expenses for each individual task;

also refer to the requirements concerning changes, delays and termination of work under

Sections I-8, 9, and 10. Each invoice shall be accompanied with certification of the payment of the prevailing wage and by a summary progress report which outlines the work accomplished during the billing period and any problems that may be inhibiting the Project execution. The terms of this contract are intended to supersede all provisions of the Georgia Prompt Pay Act.

As long as the gross value of completed work is less than 50% of the total contract amount, or if the contractor is not maintaining his construction schedule to the satisfaction of the engineer, the

County shall retain 5% of the gross value of the completed work as indicated by the current estimate approved by the engineer.

When all work is completed and time charges have ceased, pending final acceptance and final payment the amount retained may be further reduced as the discretion of the County.

The CONTRACTOR may submit one (1) final invoice to the County for the remaining retainage after acceptance of the Certificate of substantial completion, and upon final completion of the scope of work and acceptance thereof by the COUNTY. Final payment constituting the entire unpaid balance due shall be paid by the COUNTY to the CONTRACTOR upon the COUNTY'S receipt of the CONTRACTOR'S final application for payments when the work has been fully completed and the contract fully performed, except for the responsibilities of the

CONTRACTOR which survive final payment. The making of final payment shall constitute a waiver of all claims by Chatham County except those arising from unsettled liens, faulty or defective work appearing after substantial completion, failure of the work to comply with the requirements of the Contract Documents, or terms of any warranties required by the Contractor

Documents or those items previously made in writing and identified by the COUNTY as unsettled at the time of final application for payment. Acceptance of final payment shall constitute a waiver of all claims by the CONTRACTOR, except those previously made in writing and identified by the CONTRACTOR as unsettled at the time of final application for payment.

SECTION II-4. FORCE ACCOUNT: When no agreement is reached for additional work to be done at Lump Sum or Unit Prices, then such additional work shall be done based on the following Cost-Plus-Percentage basis of payment:

a. For work performed by the prime contractor/general contractor, the contractor shall be reimbursed for actual cost incurred in doing the work, and an additional payment of 15% to cover overhead and profit.

b. For work performed by a sub-contractor, the sub-contractor shall be reimbursed for actual cost incurred in doing the work, and an additional payment of 10% to cover overhead and profit. The contractor shall be allowed an overhead and profit mark-up not to exceed 7% on the subcontractor’s price. The County shall not recognize subcontractors of subcontractors.

c. The term “Actual Cost” shall include the cost of material and labor as follows:

(I.) Material cost - Direct cost of material, sales tax, freight and equipment rental.

(ii.) Labor cost - Man hour cost listed separately by trade, payroll costs including workman’s compensation, social security, pension and retirement.

d. The term “Overhead and Profit” shall include bonds (Payment & Performance), insurance

(Liability, Builders Risk), permits, supervision costs (cost of subcontractor to supervise own work, cost of contractor to supervise work of sub-contractor), proposal preparation and all administrative costs.

SECTION II-5. INSURANCE PROVISIONS: The selected CONTRACTOR shall be required to procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in the Bid.

It is every contractor’s responsibility to provide the County Purchasing and Contracting

Division current and up-to-date Certificates of Insurance for multiple year contracts before the end of each term. Failure to do so may be cause for termination of contract.

General Information that shall appear on a Certificate of Insurance:

I. Name of the Producer (Contractor’s insurance Broker/Agent).

II. Companies affording coverage (there may be several).

III. Name and Address of the Insured (this should be the Company or Parent of the firm Chatham County is contracting with).

IV. A Summary of all current insurance for the insured (includes effective dates of coverage).

V. A brief description of the operations to be performed, the specific job to be performed, or contract number.

VI. Certificate Holder (This is to always include Chatham County).

Chatham County as an Additional Insured: Chatham County invokes the defense of sovereign immunity. In order not to jeopardize the use of this defense, the

County is not to be included as an Additional Insured on insurance contracts.

Minimum Limits of Insurance to be maintained for the duration of the contract:

A. Commercial General Liability: Provides protection against bodily injury and property damage claims arising from operations of a Contractor or

Tenant. This policy cl coverage includes: premises and operations, use of independent contractors, products/completed operations, personal injury, contractual, broad form property damage, and underground, explosion and collapse hazards. Minimum limits: $1,000,000 bodily injury and property damage per occurrence and annual aggregate.

B. Worker's Compensation and Employer’s Liability: Provides statutory protection against bodily injury, sickness or disease sustained by employees of the Contractor while performing within the scope of their duties. Employer’s Liability coverage is usually included in Worker’s

Compensation policies, and insures common law claims of injured employees made in lieu of or in addition to a Worker’s Compensation claim. Minimum limits: $500,000 for each accident., disease policy limit, disease each employee and Statutory Worker’s Compensation limit.

C. Business Automobile Liability: Coverage insures against liability claims arising out of the Contractor’s use of automobiles. Minimum limit:

$1,000,000 combined single limit per accident for bodily injury and property damage. Coverage should be written on an Any Auto basis.

Special Requirements:

A. Claims-Made Coverage: The limits of liability shall remain the same as the occurrence basis, however, the Retroactive date shall be prior to the coincident with the date of any contract, and the Certificate of Insurance shall state the coverage is claims-made. The Retroactive date shall also be specifically stated on the Certificate of Insurance.

B. Extended Reporting Periods: The Contractor shall provide the County with a notice of the election to initiate any Supplemental Extended

Reporting Period and the reason(s) for invoking this option.

C. Reporting Provisions: Any failure to comply with reporting provisions of the policies shall not affect coverage provided in relation to this request.

D. Cancellation: Each insurance policy that applies to this request shall be endorsed to state that it shall not be suspended, voided, or canceled, except after thirty (30) days prior to written notice by certified mail, return receipt requested, has been given to the County.

E. Proof of Insurance: Chatham County shall be furnished with certificates of insurance and with original endorsements affecting coverage required by this request. The certificates and endorsements are to be signed by a person authorized by the insurer to bind coverage on its behalf. All certificates of insurance are to be submitted prior to, and approved by, the

County before services are rendered. The Contractor must ensure

Certificate of Insurance are updated for the entire term of the County.

F. Insurer Acceptability: Insurance is to be placed with an insurer having an

A.M. Best’s rating of A and a five (5) year average financial rating of not less than V. If an insurer does not qualify for averaging on a five year basis, the current total Best’s rating will be used to evaluate insurer acceptability.

G. Lapse in Coverage: A lapse in coverage shall constitute grounds for contract termination by the Chatham County Board of Commissioners.

H. Deductibles and Self-Insured Retention: Any deductibles or self-insured retention must be declared to, and approved by, the County. At the option of the County, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as related to the County, its officials, officers, employees, and volunteers; or the Contractor shall procure a bond guaranteeing payment of related suits, losses, claims, and related investigation, claim administration and defense expenses.

SECTION II-6. REQUIRED PAYMENT AND PERFORMANCE BONDS. Attachments

D and E to this contract contain the forms to be used for submittal to the COUNTY of a payment bond and a performance bond. These bonds are required in order to protect Chatham County and provide the BOARD with a financial guarantee against the event of a default of the

CONTRACTOR that results in the non-performance of the services, or to the CONTRACTOR'S non-payment of its contractual obligations incurred during the performance of the services specified in Article IV of this contract.

SECTION II-7. MAINTENANCE OF PROJECT FINANCIAL RECORDS. The

CONTRACTOR shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred on the Project and shall make such material available at all reasonable times, during the period of the Contract and for three (3) years from the date of final payment under the Contract, for inspection by the COUNTY or any reviewing agencies, and copies thereof shall be furnished upon request. The CONTRACTOR agrees that the provisions of this Article shall be included in any contracts it may make with any subcontractor, assignee, or transferee.

SECTION II-8. PAYMENT OF TAXES AND FEES. The CONTRACTOR shall request and obtain building inspections from the County's Inspection Department in the same manner as if the County were not the Project owner; however, the County Inspections Department Director shall waive the required building permit fees. The cost of any building permit fee not waived shall be paid by CONTRACTOR and reimbursed by BOARD.

The CONTRACTOR is responsible to pay any and all State sales or use taxes on the materials and value added to this project and to obtain required State and County Business Licenses.

ARTICLE III

SERVICES PROVIDED BY THE COUNTY

SECTION III-1. SCOPE OF SERVICES. It is agreed and understood that certain services, if required, will be performed and furnished by the COUNTY in a timely manner so as not to delay the CONTRACTOR unduly in his performance of said obligations.

SECTION III-2. INFORMATION TO THE CONTRACTOR. The COUNTY will supply the CONTRACTOR with adequate copies of all pertinent forms, manuals, stationery, memoranda, criteria, standards, rights-of-way and construction plans pertaining to this Project, plus full information as to the COUNTY's requirements for the Project including any known pertinent data from any other CONTRACTORS working on other projects that would affect this

Project.

SECTION III-3. COUNTY STAFF RESPONDING TO CONTRACTOR EXPEDI-

TIOUSLY. The COUNTY will examine all plans, studies, reports, sketches, drawings, specifications, proposals and other documents presented by the CONTRACTOR, obtaining advice of an attorney, insurance counselor and other CONTRACTORS as the COUNTY deems appropriate for such examination and rendering written decisions pertaining thereto within a reasonable time so as not to delay the services of the CONTRACTOR.

SECTION III-4. COUNTY GIVING NOTICE OF PROBLEMS. The COUNTY shall give prompt written notice to the CONTRACTOR whenever the COUNTY observes or otherwise becomes aware of any defect in the Project or changed circumstances.

SECTION III-5. ACCESS TO PROPERTY. The COUNTY will guarantee access to and make necessary provisions for the CONTRACTOR to enter upon public and private property as required for the CONTRACTOR to perform his services under this Contract.

ARTICLE IV

SECTION IV-1. CONTRACTOR MISSION STATEMENT. The CONTRACTOR shall do, perform, and carry out the services as specified below in a satisfactory and proper manner and in conformance with the standard practices and procedures of its professions. In addition, the

CONTRACTOR shall assist the COUNTY in other related matters at the direction of the

COUNTY within the time and budget set forth herein. The CONTRACTOR'S mission is:

PROJECT NAME AS SPECIFIED IN BID NO. 26-XXXX-2 AND ANY

ADDENDUMS WHICH IS HEREBY INCORPORATED IN THIS CONTRACT IN ITS

ENTIRETY.

SECTION IV-2. BACKGROUND AND DESCRIPTION OF THE PROJECT. PROJECT

DESCRIPTION.

SECTION IV-3. APPENDICES OF STANDARD PROCEDURES. Performance of the services for the Project shall be in accordance with the County's instructions as to criteria, procedures and format as contained in the scope of services and in the following appendices of standard procedures:

All work done under this Scope of Services shall be performed according to the specifications, procedures, criteria and instructions contained in the Attachments to this contract.

SECTION IV-4. DRUG FREE WORKPLACE. Incorporated herein from the Invitation to

Bid documents. (Attachment A)

IN WITNESS WHEREOF, the parties hereto acting through their duly authorized agents have caused this Contract to be signed, sealed and delivered.

ATTEST: CONTRACTOR:

TITLE OWNER

I attest that the Corporate Seal attached to this Document is in fact the seal of the Corporation and that the Officer of this Corporation executing this Document does in fact occupy the official position indicated and is duly authorized to execute such document on behalf of this Corporation.

(CORPORATE SEAL)

CHATHAM COUNTY, GEORGIA:

CHESTER A. ELLIS, CHAIRMAN

Chatham County, Georgia

Board of Commissioners

ATTEST:

JANICE E. BOCOOK, CLERK OF COMMISSION

APPROVED AS TO FORM AND LEGALITY

R. JONATHAN HART, COUNTY ATTORNEY

CONTRACT NO. 26-XXXX-2

COMMISSION APPROVAL: DATE

ATTACHMENT B

LIST OF SUBCONTRACTORS, M/WBE SUBCONTRACTORS OR SUPPLIERS

I DO , DO NOT , PROPOSE TO SUBCONTRACT SOME OF THE WORK ON THIS

PROJECT. I PROPOSE TO SUBCONTRACT WORK TO THE FOLLOWING

SUBCONTRACTORS.

Key management and professional staff

***M/WBE

Company Name

Address

Type of Work

Subcontracted Value

Company Name

Address

Type of Work

Subcontracted Value

* AFRICAN-AMERICAN Owned/operated

** WOMAN Owned/operated

*** OTHER MINORITY Owned/operated

In the event that subcontractor changes are approved by the COUNTY, the CONTRACTOR shall amend the list and attach the amended list to this list.

B-1

ATTACHMENT C

PROJECT COMPENSATION SCHEDULE

PAYMENT BY INVOICE SUBMITTED TO THE PROJECT MANAGER FOR WORK

SATISFACTORILY COMPLETED. NOTE: M/WBE PARTICIPATION REPORT, IF

REQUIRED, MUST BE SUBMITTED WITH CONTRACT PAYMENT REQUEST.

AMOUNT: CONTRACT AMOUNT

C-1

ATTACHMENT D

PAYMENT BOND

THIS BOND IS EXECUTED TOGETHER WITH ANOTHER IN FAVOR OF THE OWNER,

OBLIGEE CONDITIONED UPON PERFORMANCE OF THE CONTRACT:

KNOW ALL MEN BY THESE PRESENTS, that as

Principal (hereinafter referred to as PRINCIPAL) and as

Surety (hereinafter referred to as SURETY) are held and firmly bound unto as Obligee (hereinafter referred to as OBLIGEE) for the use and benefit of claimants defined, hereinafter, in the amount of Dollars ($

), to which payment PRINCIPAL and SURETY bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

WHEREAS, the above bounden PRINCIPAL has entered into a contract with OWNER this day of 20 for in accordance with drawings and specifications prepared by

(name and title) which contract is incorporated herein by reference and made a part hereof and is hereinafter referred to as the Contract.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if the

PRINCIPAL shall promptly make payment to all claimants as hereinafter defined, for all labor and materials supplied in the prosecution of the work provided for in said Contract, then this obligation shall be void; otherwise it shall remain in full force and effect, subject, however, to the following conditions:

1. The said SURETY to this bond, for value received, hereby stipulates and agrees that no change(s), extension(s) of time, alterations(s) or additions(s) to the terms of the Contract or to the work to be performed thereunder, or the specifications or drawings accompanying same shall in any ways affect its obligation on this bond, and it does hereby waive notice of any such changes(s), extension(s) of time, alteration(s) or addition(s) to the terms of this Contract or to the work or to the specifications or drawings.

2. A claimant is defined as any subcontractor and any person supplying labor, materials, machinery, or equipment in the prosecution of the work provided for in said Contract.

3. Every person entitled to the protection hereunder and who has not been paid in full for labor or materials furnished in the prosecution of the work referred to its said bond

D-1 before the expiration of a period of ninety (90) days after the day on which the last of the labor was done or performed by him or materials or equipment or machinery was furnished or supplied by him for which such claim is made or when he has completed his subcontract for which claim is made, shall have the right to sue on such payment bond for the amount, or the balance thereof, unpaid at the time of the commencement of such action and to prosecute such action to final execution and judgment or the sum or sums due him; provided, however, that any person having direct contractual relationship with a subcontractor buy no contractual relationship express or implied with the

CONTRACTOR furnishing said payment bond, shall have the right of action upon said payment bond upon giving written notice to said contractor, within ninety (90) days from the day on which such person did or performed the last of the labor, or furnished the last of the material, machinery or equipment for which such claim is made, stating with substantial accuracy the amount claimed and the name of the part to whom the materials were furnished or supplied or for whom the labor was performed; done; provided further that noting contained herein shall limit the right of action to said 90 day period. Notice may be served by depositing a notice, registered mail, postage prepaid, duly addressed to the CONTRACTOR at the place he maintains an office or conducts his business, or his residence, in any post office or branch post office, or any letter box under the control of the Post Office Department, or notice may be served in any manner in which the Sheriffs of Georgia are authorized by law to serve summons or process. Every suit instituted under section shall be brought in the name of the claimant without the owner being made a party thereto. The official who has the custody of said bond is authorized and directed to furnish, to any person make application therefore who solicits a affidavit that he has supplied labor or materials for such work and payment therefore has not been made, or that he is being sued on any such bond, a copy of such bond and the contract for which it was given certified by the official whom has custody of said bond; this copy shall be primary evidence of said bond and contract and shall be admitted in evidence without further proof. Applicants shall pay for such certified copies and such certified statements such fees as the official fixes to cover the cost of preparation thereof, but in no case shall the fee exceed the fees which the clerks of the superior courts are permitted to charge for similar copies.

4. No action can be instituted on this bond after one year from the date of the final certificate of the architect.

5. Further, this bond shall be considered the same as a bond furnished under Section 23-

1705, et seq., of Code of Georgia, as amended, and all provisions of law pertaining to bonds furnished under said Section shall pertain hereto.

D-2

SIGNED AND SEALED THIS DAY OF , 20

IN THE PRESENCE OF: (SEAL)

PRINCIPAL

BY TITLE

(SEAL)

SURETY

BY:

TITLE

D-3

ATTACHMENT E

PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENTS that as

Principals (hereinafter) referred to as CONTRACTOR),and _______________________as

Surety (hereinafter referred to as SURETY), held and firmly bond unto Chatham County as

Obligee (hereinafter referred to as OWNER), in the amount of

_______________________Dollars ($____________), to which payment CONTRACTOR and

SURETY bind themselves, their heirs, executors, administrators, successors, and assigns, both jointly and severally, firmly by these presents.

WHEREAS, the above bounden PRINCIPAL has entered into a contract with OWNER this

_____day of _______ , 20___ for________________________________________ in accordance with drawings and specifications prepared by _____________________________

_____________________________and is hereinafter referred to as the Contract.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if the

CONTRACTOR shall promptly and faithfully perform and comply with the terms of said

Contract and shall indemnify and save harmless the OWNER against and from all costs, expenses, damages, injury or loss to which said OWNER may be subjected by reason of any wrongdoing, including patent infringement, misconduct, want of car or skill, default or failure of performance on the part of said PRINCIPAL, his agents, employees or subcontractors, in the execution or performance of said Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect.

1. The said SURETY to this bond, for value received, hereby stipulates and agrees that no change(s), extension(s) of time, alteration(s), or addition(s) to the terms of the Contract or to the work to be performed thereunder, or the specifications of drawings accompanying same, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change(s), extension(s), alteration(s), or addition(s) to the…