ABAC_5100289 Sample Contract.pdf

DESIGN-BID-BUILD

CONSTRUCTION CONTRACT

BETWEEN CONTRACTOR AND OWNER

TO BE USED WITH

BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA’S

DESIGN PROFESSIONAL CONTRACT

BETWEEN

LEGAL GC FIRM NAME

(CONTRACTOR)

AND

BOARD OF REGENTS OF THE

UNIVERSITY SYSTEM OF GEORGIA

(OWNER)

For the Use and Benefit of:

ABRAHAM BALDWIN AGRICULTURAL COLLEGE

USING AGENCY (INSTITUTION)

PROJECT NO. Project No. 5100289, REPLACE BRANCH AND BOWEN MAIN SWITCH BOARDS

INCLUDES:

Executive Summary of Contents Preface Form of Contract Contract 1 to 3 Bid Requirements Bid 1 to 10 Table of Contents GC i to iv General Conditions GC 1 to 60 Forms Forms 1 to 29 Supplementary General Conditions

DBB Construction Contract PROJECT NO. 5100289 (ABAC) V. January 2024

Preface

EXECUTIVE SUMMARY OF CONTENTS

FORM OF CONTRACT

BID REQUIREMENTS

GENERAL CONDITIONS

SECTION 1 – GENERAL

Part 1 - General Part 2 - Contractor’s General Responsibilities and Duties Part 3 - Owner’s General Responsibilities and Rights Part 4 - Protection of Persons and Property Part 5 - Bonds, Indemnity, and Insurance Part 6 - Hazardous Conditions and Materials Part 7 - Miscellaneous Provisions

SECTION 2 – PRE-COMMENCEMENT PHASE

Part 1 - Pre-commencement Phase Services Part 2 - Construction Documents and Site Plan

SECTION 3 – CONSTRUCTION PHASE

Part 1 - Construction Phase Services Part 2 - Changes to the Work Part 3 - Time Part 4 - Correcting the Work, Inspections, Covering and Uncovering Work Part 5 - Subcontractors, Trade Contractors, and Suppliers

SECTION 4 – COMPENSATION

Part 1 - General Part 2 - Payments Withheld Part 3 - Liens

SECTION 5 - CONTRACT ADJUSTMENTS, DISPUTES, AND TERMINATION

Part 1 - Owner’s Right to Suspend Work Part 2 - Contract Adjustments and Disputes Part 3 - Termination

SECTION 6 – PROJECT COMPLETION

Part 1 - Material Completion Part 2 - Final Completion Part 3 - Inspections for Completion of the Work Part 4 - Final Documents Part 5 – Payment for Material Completion and Final Payment Part 6 - Correction of the Work after Final Completion

SECTION 7 – FORMS

Performance Bond Payment Bond Georgia Security and Immigration Compliance Act Affidavit(s) Non-Influence Affidavit Statutory Affidavit Five Year Bond on Roofs and Walls Specimen Certificate of Manufacturer Certificate of Insurance Bond to Discharge Claim Change Order Forms Application for Payment Form Subcontractor Retainage Release Certificate Final Certification of Costs

SUPPLEMENTARY GENERAL CONDITIONS

V. January 2024

Contract-1

CONSTRUCTION CONTRACT

BETWEEN CONTRACTOR AND OWNER

THIS CONSTRUCTION CONTRACT (hereinafter the “Contract”) made this Date day of Month, Year (hereinafter the “Effective

Date”), by and between the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA (hereinafter the “Owner”), for the use and benefit of ABRAHAM BALDWIN AGRICULTURAL COLLEGE (hereinafter the “Using Agency” or “Institution”) LEGAL GC Firm Name, (hereinafter the “General Contractor” / “Contractor”).

(a) Contractor’s FEIN or Tax Identification Number:

(b) Contractor’s Georgia License Type and Number:

(c) Contractor’s Federal Employment Verification Certification:

The Contractor is registered with, authorized to use, is using and will continue to use, the federal work authorization program throughout the term of the contract, and holds the following authorization:

User Identification Number:

Date of Authorization: Date

WITNESSETH, that the Contractor and the Owner, for the consideration set forth herein, the adequacy and sufficiency of which is hereby acknowledged by each party, agree as follows:

Project No. 5100289

Project Name and Description: REPLACE BRANCH AND BOWEN MAIN SWITCHBOARDS (hereinafter the “Project.”)

1. Existing Documents. The Contractor has reviewed and taken into consideration the Bidding Documents in preparing his bid.

2. The Contract Sum: The Owner shall pay the Contractor for the performance of the contract, subject to additions and deductions provided by approved change orders, in current funds, the Contract Sum as follows, AND /100 DOLLARS ($ )

3. The Material Completion and Occupancy Date shall be achieved within 180 consecutive calendar days beginning the date specified in the Proceed Order.

4. The agreed daily amount for Liquidated Damages is: $0 per day.

5. The agreed daily amount for Time Dependent Overhead Costs is: $0 per day.

6. Notice. All notices in accordance with Section 1.1.5 shall be given to the following addresses:

CONTRACTOR: LEGAL GC Firm Name Physical Address, NO P.O. Boxes City, State Zip Attention: CM-POC, Title Phone Number: CM-POC Phone Email: CM-POC Email address

OWNER: Board of Regents of the University System of Georgia

270 Washington Street, SW Atlanta, Georgia 30334 Attention: Sandra Lynn Neuse, Vice Chancellor for Real Estate & Facilities Phone Number: 404-962-3155

Contract-2

OWNER’S REPRESENTATIVE: N-A

USING AGENCY (Institution): Abraham Baldwin Agricultural College 2802 Moore Highway Tifton, Georgia 31793 Attention: Tim Carpenter, Director of Facilities and Land Resources Phone Number: 229-391-5179 Email: timcarpenter@abac.edu

DESIGN PROFESSIONAL: NBP Engineers, Inc.

316 Corporate Parkway Macon, Georgia Attention: Susan H. Day, Engineer Phone Number: 478-745-1691 Email: sday@nbpengineers.com

7. Scope of The Work: The Contractor shall furnish all the materials, perform all of the Work, and do all things required by the Contract Documents.

8. Schedule and Completion: The Pre-commencement Phase Services to be performed under this Contract shall commence upon the Effective Date of the Contract and be completed within 60 days thereafter. Activities on the Site shall commence on the date specified in the Proceed Order and shall be materially complete in accordance with established Milestones, and not later than the Material Completion and Occupancy Date.

9. Periodic Progress Payments: The Owner shall make progress payments, less retainage, as set forth in Section 4 of the General Conditions.

10. Payment for Material Completion: The Contractor may request payment of the remaining contract balance, including retainage, less amounts credited the Owner or incurred as liquidated damages, and less amounts withheld for the Punchlist by reason of Minor Items or Permitted Incomplete Work (See Paragraph 6.5.3.2). Payment for Material Completion shall be made by a check payable jointly to the Contractor and Surety and shall be mailed to the Surety.

11. Final Payment: Final Payment shall be made within ten days of receipt of the final payment application as set forth in Section 6, Part 2 of the General Conditions, provided that all other requirements of the Contract shall have been met in full.

12. The Contract Documents: This Contract, together with the Bidding Documents and the Bid, shall constitute the Contract Documents for the Project.

13. Bonds: The Contractor shall furnish both a performance bond and a payment bond and shall pay the premiums thereon as a Cost of the Work. The Performance Bond shall guarantee the full performance of the Contract.

14. Full Performance: The Owner and the Contractor hereby agree to the full performance of the Contract Documents.

15. Applicable Law: This Contract and all rights, privileges and responsibilities shall be interpreted and construed according to the laws of the State of Georgia.

16. No Conflict of Interest: The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance required under this Contract. The Contractor further covenants that, in the performance of this Contract, it shall neither contract with nor employ any person having any such interest.

17. Transactions With State Officials, Ethics: The parties hereto certify that the provisions of law contained in the Act prohibiting full-time appointive officials and employees of the State from engaging in certain transactions affecting the State as defined in O.C.G.A. §§45-10-20–26 and the Governor’s Executive Orders governing ethics, have not and will not be violated in any respect in regard to this contract and further certifies that registration and all disclosures required thereby have been complied with.

18. No Assignment: This Contract and the proceeds of this Contract may not be assigned or sublet as a whole, nor may the performance thereunder be assigned, without the prior written consent of the Owner.

19. No Waiver: The failure of the Owner at any time to require performance by the Contractor of any provision hereof, shall in no way affect the right of the Owner thereafter to enforce any provision or any part of the Contract, nor shall the failure of the Owner to enforce any breach of any provision hereof to be taken or held to be a waiver of such provision, or as a waiver, modification or rescission of the Contract itself.

DBB Construction Contract PROJECT NO. 5100289 (ABAC)

Contract 3

20. Boycott of Israel. The Contractor certifies that it is not currently, nor will it engage in during the duration of this contract, a boycott of Israel as defined in the Official Code of Georgia (O.C.G.A. 50-5-85).

21. Full Agreement. The Contract Documents supersede all prior negotiations, discussion, statements, and agreements between Owner and Contractor and constitute the full, complete, and entire agreement between Owner and Contractor. There can be no changes to this Contract by oral means, nor by course of conduct of the parties, nor by custom of the trade. No changes to this Contract will be binding on either party hereto unless such change is properly authorized, in writing, in accordance with Section 3, Part 2 of the General Conditions.

IN WITNESS WHEREOF the parties hereto have executed this Contract the day and year first written above.

CONTRACTOR:

LEGAL GC FIRM NAME

PRINT NAME, TITLE

APPROVED BY USING AGENCY:

ABRAHAM BALDWIN AGRICULTURAL COLLEGE (A UNIT OF THE UNIVERSITY SYSTEM OF GEORGIA)

DR. TRACY L. BRUNDAGE, PRESIDENT

TIM CARPENTER, DIRECTOR OF FACILITIES AND LAND RESOURCES

OWNER:

BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA

N/A

SANDRA LYNN NEUSE, VICE CHANCELLOR FOR

REAL ESTATE AND FACILITIES

N/A

SAMSON OYEGUNLE, ASSOCIATE VICE CHANCELLOR

FOR DESIGN & CONSTRUCTION

Attachments:

1. General Conditions and Forms

2. Supplementary General Conditions

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GENERAL CONDITIONS

TABLE OF CONTENTS

SECTION 1 – GENERAL

Part 1 General Provisions

1.1.1 General Matters

1.1.2 Project Team, Cooperation, Partnering

1.1.3 Constitutional Principles Applicable to State Public Works Projects

1.1.4 Third Party Beneficiary

1.1.5 Notice

1.1.6 Liquidated Damages

1.1.7 Documents

1.1.8 Defined Terms

1.1.9 Basic Definitions

Part 2 Contractor’s General Responsibilities and Duties

1.2.1 Contractor’s General Responsibilities

1.2.2 Contractor’s General Duties

1.2.3 Audit

1.2.4 Employment of Georgia Citizens and Use of Georgia Products and Georgia Forest Products

Part 3 Owner’s General Responsibilities and Rights

1.3.1 Owner’s Representative

1.3.2 Design Professional

1.3.3 Permits, Licenses, and Inspections

1.3.4 Testing

1.3.5 No Partial Occupancy

1.3.6 Disqualification of Potential “Pre-Qualified” Subcontractors

1.3.7 Owner’s Right to Perform Work

Part 4 Protection of Persons and Property

1.4.1 Reasonable Precautions

1.4.2 Duty to Protect Property

1.4.3 Safety Precautions

1.4.4 Emergencies

1.4.5 Fire Protection

1.4.6 Remedy Damages

1.4.7 Written Program

Part 5 Bonds, Indemnity, and Insurance

1.5.1 Bonds

1.5.2 Liability and Indemnification

1.5.3 Insurance Requirements

Part 6 Hazardous Conditions and Materials

1.6.1 Hazardous Materials

1.6.2 Responsibility and Warranty of Subcontractors, Trade Contractors, and Suppliers

1.6.3 Hazardous Materials and Substances Used on the Job Site

1.6.4 Hazardous Conditions

Part 7 Miscellaneous Provisions

1.7.1 Legal Compliance

1.7.2 Surveys, Permits and Regulations

1.7.3 Open Records Act

1.7.4 Use of Project Site

1.7.5 Office for Contract Compliance Specialist (CCS)

1.7.6 Utilities

1.7.7 Royalties and Patents

1.7.8 Separate Contracts

1.7.9 Minority, Women and Disadvantaged Business Participation

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1.7.10 Assignment

1.7.11 Interpretation of Contract Documents

1.7.12 Counterparts

1.7.13 Forms and Specimens

1.7.14 Entire Agreement

SECTION 2 – PRE-COMMENCEMENT PHASE

Part 1 Pre-commencement Phase Services

2.1.1 Pre-commencement Coordination

2.1.2 Construction Preparation Period

2.1.3 Construction Management Plan

2.1.4 Quality Control Program

2.1.5 Construction Progress Schedule, Overall Project Schedule

2.1.6 Progress Reports and Information

2.1.7 Rental Rates and Wage Rates for Change Orders

2.1.8 Unit Prices

2.1.9 Building Commissioning Services

Part 2 Construction Documents and Site Plan

2.2.1 Contract Documents

2.2.2 Documents at the Project Site

2.2.3 Submittals

2.2.4 Manufacturer’s Recommendations

2.2.5 Site Plan

2.2.6 Geological and Archaeological Specimens

SECTION 3 – CONSTRUCTION PHASE

Part 1 Construction Phase Services

3.1.1 Basic Construction Services

3.1.2 Measurements and Dimensions

3.1.3 Rain Water, Surface Water, and Back-up

3.1.4 Dust Control

3.1.5 Cutting, Patching and Fitting

3.1.6 Space Conditions

3.1.7 Cleaning Up

3.1.8 Duty of Contractor to Report Defects

3.1.9 Duty of Contractor to Report Conflicts

Part 2 Changes to the Work

3.2.1 Acknowledgement of Existing Physical Conditions

3.2.2 Owner’s Right to Make Changes

3.2.3 Changes Forbidden without Consent of Owner

3.2.4 Form and Execution of Change Orders

3.2.5 All Cost and Time Impacts to be Included

3.2.6 Changes in Contract Time

3.2.7 Determining the Cost to Owner for Changes

3.2.8 Cost Allowable for Changes to the Work, Allowances for Contractor, and Permissible Expenditures

3.2.9 Allowable Costs for Changes to the Work

3.2.10 Costs Not Allowable for Changes in the Work

3.2.11 Change Order Formats (Lump Sum, Force Accounts, Indeterminate Unit Pricing)

3.2.12 Changes Due to Subsurface or Other Unforeseen Conditions

3.2.13 Compensable Rock

3.2.14 Claims for Extended General Conditions Costs

3.2.15 Release of Claims

3.2.16 Sole Source Designation

Part 3 Time

3.3.1 Time is of the Essence

3.3.2 Competent Management of Time

3.3.3 Contract Time

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3.3.4 Commencement, Prosecution, and Completion

3.3.5 Construction Progress Schedule (Overall Project Schedule)

3.3.6 Completion Date

3.3.7 General Rule – No Damages for Delay

3.3.8 Exception to General Rule – Compensable Delay

3.3.9 Non-Compensable Delay

3.3.10 Submission of Claims for Compensable Delay and to Extend the Material Completion and Occupancy

Date

3.3.11 Recovery of Schedule Delays

Part 4 Correcting the Work, Inspections, Covering and Uncovering Work

3.4.1 Correcting the Work

3.4.2 Inspections

3.4.3 Covering and Uncovering Work

3.4.4 Inspection Does Not Relieve Contractor

Part 5 Subcontractors, Trade Contractors, and Suppliers

3.5.1 Subcontractors, Trade Contractors, and Suppliers

3.5.2 Representation of Contractor

3.5.3 Contractor Responsible for Acts and Omissions

3.5.4 No Contract between Owner and Subcontractors, Trade Contractors, and Suppliers

3.5.5 Relationship of Contractor and Subcontractors, Trade Contractors, and Suppliers

SECTION 4 - COMPENSATION

Part 1 General

4.1.1 Payments

4.1.2 Application for Payments

4.1.3 Processing of Application for Payment (Periodical Estimates)

4.1.4 Effect of Design Professional’s Certificate an Application for Payment

4.1.5 Payment Due

4.1.6 Payment Due Dates and Interest

4.1.7 Payments for Change Order Work

Part 2 Payments Withheld

4.2.1 Payments Withheld

Part 3 Liens

4.3.1 Public Property Not Subject to Lien

4.3.2 Notice of Commencement

4.3.3 Release of Liens

SECTION 5 – CONTRACT ADJUSTMENTS, DISPUTES, AND TERMINATION

Part 1 Owner’s Right to Suspend or Stop Work

5.1.1 Owner’s Right to Suspend Work

5.1.2 Owner’s Right to Stop Work

5.1.3 Owner’s Rights Independent from Rights and Duty of the Design Professional

Part 2 Contract Adjustments and Disputes

5.2.1 General Provisions

5.2.2 General Claims for Contract Adjustments and Disputes

5.2.3 Dispute Resolution

5.2.4 Certain Claims Excluded from General Claims

Part 3 Termination

5.3.1 Owner’s Right to Terminate Contract for Convenience

5.3.2 Owner’s Right to Declare Default and/or Terminate Contract for Cause

5.3.3 Contractor’s Right to Terminate

5.3.4 Limitation of Payments

5.3.5 Termination by Owner for Abandonment by Contractor

5.3.6 Notices of Termination

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SECTION 6 – PROJECT COMPLETION

Part 1 Material Completion

6.1.1 Material Completion

6.1.2 Effect of Achieving Material Completion

6.1.3 Effect of Failure to Achieve Material Completion

Part 2 Final Completion

6.2.1 Final Completion

6.2.2 Effect of Achieving Final Completion

6.2.3 Effect of Failure to Achieve Final Completion

Part 3 Inspections for Completion of the Work

6.3.1 General Responsibility of the Contractor for Inspection

6.3.2 Notice of Readiness for Inspection for Material Completion

6.3.3 Conducting the Inspection for Material Completion

6.3.4 Notification of Using Agency of Site Visits by the Contractor or Subcontractors

6.3.5 Notification of Readiness for Interim Inspection for Punchlist Completion

6.3.6 Conducting the Interim Inspection for Punchlist Completion

6.3.7 Conducting the Inspection for Final Completion

Part 4 Final Documents

6.4.1 Final Documents

6.4.2 Presentation of Final Documents

6.4.3 Keys

Part 5 Payment for Material Completion and for Final Payment

6.5.1 Payment for Material Completion

6.5.2 Application for Payment for Material Completion

6.5.3 Release of Contractor’s Retainage

6.5.4 Effect of Payment for Material Completion and Release of Claims

6.5.5 Final Payment

6.5.6 Effect of Final Payment and Release of Claims

Part 6 Correction of the Work after Final Payment

6.6.1 Non-Compliant or Defective Work

6.6.2 Warranty and Guaranty

6.6.3 Warranty Complaint Item Procedure

SECTION 7 – FORMS

Performance Bond Payment Bond Georgia Security and Immigration Compliance Act Affidavit(s) Sub-Subcontractor Affidavit Non-Influence Affidavit Statutory Affidavit Five Year Bond on Roofs and Walls Specimen Certificate of Manufacturer Certificate of Insurance Bond to Discharge Claim Change Order Forms Application for Payment Form Subcontractor Retainage Release Certificate Final Certification of Costs

SUPPLEMENTARY GENERAL CONDITIONS

GC 1

GENERAL CONDITIONS

OF THE CONSTRUCTION CONTRACT

SECTION 1 – GENERAL

PART 1 GENERAL PROVISIONS

1.1.1 General Matters

1.1.1.1 This Contract and Affiliated Agreements – Requirement for Written Agreements. This Contract and all Affiliated Agreements, including any subsequent modifications, must be in writing, dated, and executed by the parties. Affiliated Agreements, including financial arrangements with respect to this Project, must be promptly and fully disclosed to the Owner upon their execution or modification.

1.1.1.2 Basic Statement of Owner Objectives. The Owner’s basic objectives are the construction of the Project within the limits of the funds available to Owner for construction of the Project, and in accordance with the approved Construction Documents.

1.1.1.3 Project Team. To accomplish Owner’s objectives, Owner intends to employ a team concept in connection with the construction of the Project. The basic roles and general responsibilities of team members are set forth in general terms below but are more fully set forth in the Design Professional Contract with respect to the Design Professional, in the Program Management Agreement with any Program Manager, and in this Contract with respect to the Contractor.

1.1.1.3.1 Relationship of Parties. The Owner and the Contractor agree to proceed with the Project on the basis of trust, good faith, and fair dealing and to cooperate fully with each other. The Owner and the Contractor shall do all things reasonably necessary to perform this Contract in an economical and timely manner, including without limitation, consideration of design modifications to enhance constructability and alternative materials or equipment, if considered necessary or convenient by the Owner. The Contractor agrees to procure or furnish, as permitted by the laws of Georgia, all Pre-Commencement phase services and construction phase services as set forth herein. The Owner shall endeavor to promote harmony and cooperation among the Owner, Program Manager, Design Professional, the Using Agency, Contractor and other persons or entities employed by the Owner for the Project.

1.1.1.3.2 Design Professional. The Design Professional is retained in accordance with the Design Professional Contract (i) for the design and preparation of Construction Documents that are necessary to implement the Program governing the construction of the Project or Components thereof, and the design and preparation of any necessary documents antecedent to preparation of such Construction Documents, or (ii) for construction contract administration of the Work under Contract Documents, or (iii) for both. The Contractor acknowledges and agrees that the Contract Documents are addressed to skilled tradesmen in the construction profession who shall be required to use their special skills and experience, through submittals and shop drawings, to translate the Design Professional’s design intent as expressed in the Contract Documents into a completed structure. The Contract Documents shall specify when shop drawings or submittals require the seal of a specialty consultant.

1.1.1.3.2.1 The basis of the Owner's engagement of the Design Professional is the "Design Professional Contract.” The Contractor is advised that both the Owner and the Design Professional have on file, at their respective places of business, copies of that executed agreement. The Design Professional is not the agent of the Owner, except to the extent so specified in writing, but is employed as a consultant to the Owner to assist the Owner in determining if the conditions of the contract have been met. All decisions of the Design Professional on matters of aesthetics are final, conclusive, and binding on all parties if consistent with the requirements of the Contract Documents.

1.1.1.3.2.2 The Contractor promptly shall request and review a copy of the Design Professional Contract during the Pre-commencement Phase and shall become familiar with the respective services, authorities, obligations, and responsibilities of the parties therein.

Contractor agrees to develop a working relationship with the Design Professional to effectuate the purposes of the Project in accordance with the terms of this Contract and with consideration of the Design Professional’s responsibilities under the Design Professional Contract.

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1.1.1.3.2.3 The Contractor acknowledges that the respective contracts require the Owner and the Design Professional to proceed with the Project on the basis of trust, good faith, and fair dealing, and they will take all actions reasonably necessary to ensure the Project proceeds to completion within the Owner's time and budgeting constraints. The Contractor also acknowledges that the Design Professional is to perform all tasks and services required of it under the Design Professional Contract. The Contractor further acknowledges that, in order for the Design Professional to perform its obligations, the Design Professional requires certain materials, information, or other submissions pursuant to the Contract Documents from the Contractor. The Contractor agrees to provide the Design Professional with the submittals required by the Contract Documents. The Contractor further agrees to cooperate with the Design Professional to ensure timely completion of all obligations under this Contract to complete the entire Project.

1.1.1.3.2.4 Contractor agrees that the services provided by the Design Professional under the Design Professional Contract are intended to coordinate and complement, but not to diminish, alter or substitute for, any of the services, authority, obligations, or responsibilities of the Contractor under this Contract. Contractor further agrees that the performance of services by the Design Professional in connection with the Project shall in no way relieve Contractor from any of its services, authority, obligations, or responsibilities under this Contract, and shall not alter or diminish those services, authority, obligations, or responsibilities in any way whatsoever.

1.1.1.3.3 Program Manager. Owner may designate a Program Manager to administer the Project and this Contract. In lieu of a Program Manager, Design Professional may be designated to perform the role of Program Manager. The Program Manager may also be designated as the Owner’s Representative, and if no Owner’s Representative is designated, the Program Manager shall be the Owner’s Representative.

1.1.1.3.4 Owner's Representative. Owner shall from time to time in writing designate one person as Owner's Representative under this Contract. Owner may designate the Program Manager, if any, as the Owner’s Representative. Owner's Representative so designated in writing shall serve as Owner's Representative under this Contract unless or until Owner gives notice in writing of the appointment of his successor. Owner or Owner's Representative may designate in writing assistants to serve as Owner's Representative with respect to the Project governed by this Contract or in different phases or in specific areas of responsibility with respect to the Project. All requests for consents and approvals required of Owner in connection with the Project, whether by Program Manager, Design Professional, or Contractor, shall be submitted to Owner's Representative, or if the matter is within the written designation of authority of his assistant, to his designated assistant. Design Professional and Contractor may rely upon written consents and approvals signed by the Owner's Representative, or his designated assistant acting within the scope of his written designation, as the consent and approval of Owner.

1.1.1.3.5 Using Agency, Using Agency’s Representative. The Project is intended for the benefit of the Using Agency. A copy of all matters submitted to Owner shall also be submitted to Using Agency for Using Agency’s information. The Using Agency may designate one or more representatives to participate with Owner in Owner’s activities under this Contract. Neither the Using Agency nor any representative of Using Agency shall have any authority to act for or in the name of the Owner. Participation in the Project by Using Agency or its representative(s) shall be solely advisory to the Owner. The Program Manager, Design Professional, Contractor, or any Separate Contractor must not act or rely solely upon any directive, interpretation, decision, act, or omission of Using Agency or the Using Agency’s Representative.

1.1.1.3.6 Owner’s Construction Inspector. Owner may from time to time in writing designate a person or firm as Owner's Construction Inspector under this Contract. The Owner’s Construction Inspector may be hired by Owner or hired under the Program Manager’s Contract or the Design Professional’s Contract and shall provide inspection services of the Work on behalf of the Owner. The presence of an Owner’s Construction Inspector does not relieve the Contractor of any of its responsibilities for quality control and independent testing set forth in the General Requirements. The Owner’s Construction Inspector has the authority to report any deviations from the Contract Documents directly to the Contractor’s superintendent at the job site for immediate action, and also to report same to the Program Manager or Design Professional, and Owner.

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1.1.1.3.7 Representatives. The designated representatives of the Contractor and the Owner shall have full authority to act (other than for the receipt of notices that must be given as specified in Paragraph 1.1.5) in matters relating to this Contract until notice is given that such authority has been revoked.

Contractor and the Owner may each rely upon the written certification of the other as to the appointment of a designated representative or the revocation of his authority. The Contractor shall designate, in writing, a representative authorized to act on the Contractor's behalf with respect to the Project. The Contractor's initial authorized representative shall be the Project Superintendent of the Contractor as identified by the Contractor. Contractor shall employ the Project Superintendent and necessary assistants who shall be in attendance at the Site during the progress of the Work. The Contractor’s designee shall represent Contractor: All written communications given to the Contractor’s designee shall be binding upon Contractor.

1.1.1.3.8 Separate Contractor. Owner may select one or more Separate Contractors to perform work with respect to the Project or Components thereof. The Contractor shall afford the Owner's Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities and shall coordinate the Separate Contractors’ schedules with those of the Contractor. The Owner's Separate Contractors shall adhere to the Contractor's work rules, schedule, laydown areas, and safety requirements.

1.1.1.3.9 Commissioning Authority. Owner may select and employ a Commissioning Authority to perform building commissioning activities and monitor testing activities. The Commissioning Authority shall perform and coordinate and accomplish its work as set forth in Articles 1.3.4 and 2.1.9.

1.1.2 Project Team, Cooperation, Partnering

1.1.2.1 Concept. It is the Owner's expectation that the Program Manager, Design Professional, Owner, Using Agency, Contractor, and any Separate Contractor, shall work as a Project Team to effect the commencement of and completion of construction in accordance with the Project Schedule, and to achieve Final Completion of the Project. Each team member shall communicate with all other team members to assure overall coordination, cooperation, and efficiency. Each team member shall cooperate fully with and coordinate fully with each other team member in order to achieve Project completion in an expeditious and economical manner. The Contractor shall schedule regular meetings of the key principals of the Project Team in an effort to solve problems in a partnering atmosphere to facilitate the ability of each team member to meet its business objectives, so long as its business objectives are consistent with the successful completion of the Project. It is the Owner’s intent that all consensus decisions of the Project Team, where differing from the Contract Documents, be reduced to writing in an appropriate Change Order.

1.1.2.2 Conference. Promptly after the execution of this Contract, Contractor shall confer with the Program Manager, Design Professional, Owner, and Using Agency to identify personnel and relevant organizational charts of each team member, and to establish working relationships with each team member.

1.1.2.3 Authority of Contractor. Contractor is, and at all times during the term of this Contract shall be, an independent contractor in the performance of its duties and obligations under this Contract. Contractor shall have no authority to bind or otherwise obligate Owner, orally, in writing or by any acts, unless specifically authorized by Owner in writing. Nothing contained in this Contract shall constitute or be deemed or construed to create a partnership or joint venture, or any agency relationship, between Owner and Contractor.

1.1.2.4 Team Evaluation Process, Covenant not to Sue. If Team Evaluation is elected as part of this Contract, all team members agree to participate in good faith in the State of Georgia’s formal Team Evaluation Process [copies of which will be made available to any bidder on request]. By executing this agreement for construction services with the Owner, the Contractor waives any and all legal rights for defamation, libel or slander and covenants not to sue the Board of Regents, the Owner, the Design Professional, the Using Agency, other team members, and their respective representatives and agents for comments, rankings, and results related to the Contractor's performance posted in good faith as a part of, and in accordance with, said Team Evaluation Process. The Design Professional and other team members, in their agreements with the Owner, have executed, or will execute, a similar agreement.

1.1.3 Constitutional Principles Applicable to State Public Works Projects

1.1.3.1 Title to Project Site. Title to the Site is vested in the Board of Regents of the University System of Georgia as public property of the State of Georgia and is not subject to levy or lien.

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1.1.3.2 Title to Improvements and Delivered Materials. Title to all improvements constructed at the Site vests instanter in the Board of Regents. Title to all materials vests in the Board of Regents upon their delivery without rejection by the Contractor at the Site, regardless of the status of payment or nonpayment of the costs thereto.

Protection of laborers and Suppliers (regarding payment for services and materials) is effected through the provision of payment and performance bonds by the State.

1.1.3.3 Limited Waiver of Sovereign Immunity Ex Contractu. Contractor acknowledges and agrees that Owner is an agency or instrumentality of the State of Georgia, and as such is entitled to the protection of sovereign immunity. 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).

1.1.3.4 Limitations upon Authority of Agents. Contractor further acknowledges that Owner is an agency or instrumentality of the State of Georgia, and as such acts through specific public officials. The legal concepts of agency applicable to the Owner are solely as set forth in O.C.G.A. §45-6-5 and as further specified in the Contract Documents. Contractor specifically acknowledges the statutory and contractual requirements that written changes, modifications, and waivers to this contract must be executed only by the identified representatives of Owner as set forth in the Contract Documents. Accordingly, Contractor specifically acknowledges that any claims against Owner based upon the act of any non-authorized employee or official are invalid.

1.1.3.5 U.C.C. Not Generally Applicable. Contractor further acknowledges and agrees that Owner, as set forth in subsection (3) above, has granted only a limited waiver of sovereign immunity, such that the provisions of the Uniform Commercial Code (O.C.G.A §11-1-101 through §11-2-725) governing sales of goods do not apply to this Contract. Contractor specifically acknowledges the 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 waives and covenants not to make against Owner any claims based upon the Uniform Commercial Code. Contractor understands, however, that Contractor’s subcontracts with Suppliers and Subcontractors may in fact include sales of goods and therefore be properly governed by the Uniform Commercial Code; nonetheless Contractor covenants that any such application shall in no way be construed to have any legal effect upon this contract between Owner and Contractor.

1.1.4 Third Party Beneficiary. Contractor acknowledges, stipulates, and agrees that the Owner is a public department, agency, or commission of the executive branch of government of the State of Georgia performing an essential public and governmental function by means of the Contract. Contractor acknowledges, stipulates, and agrees that the Using Agency is an express third-party beneficiary of this Contract. There are no individual or personal third-party beneficiaries of this Contract.

1.1.5 Notice

1.1.5.1 General Requirement. Any notice, election, demand, request, consent, approval, or other communication required or permitted to be given under this Contract shall be in writing signed by an officer or duly authorized representative of the party making same and shall be delivered personally or shall be sent by certified or statutory mail, postage prepaid, return receipt requested, shall be effective as of the date on which it is received or would have been received but for the refusal of the addressee to accept delivery, and shall be addressed as shown in the Contract. The persons and addresses to which notices should be given may be changed by notice given in accordance with this Article.

1.1.5.2 Copies of Notices to Owner. Wherever the Contract Documents provide that a copy of any notice, request, or demand filed with the Design Professional by the Contractor shall be furnished to the Owner, such notice, request, or demand shall not become effective until the Owner has received his copy. No notice in writing or given orally to the Design Professional or to the Contract Compliance Specialist is notice to the Owner unless copy of the aforesaid notice in writing shall have been properly served upon the Owner at the address shown in the Contract.

1.1.6 Liquidated Damages

1.1.6.1 Time of the Essence. Time being of the essence of this Contract, and a material consideration thereof, it is mutually agreed by the parties hereto in case of the Contractor’s failure to complete the construction within the

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time specified, the Owner will be damaged thereby. The Contractor shall commence performance of the Work on the Site under this Contract as of the Proceed Order Date. The Contractor shall complete construction, except for Minor Items and Permitted Incomplete Work (see Article 6.1.1), not later than the Material Completion and Occupancy Date, as adjusted by Change Order.

1.1.6.2 Liquidated Damages. Because it is difficult to definitely ascertain and prove the amount of said damages, inclusive of, but not limited to, expenses for inspection, superintendence, loss of use, and necessary traveling expenses, the Owner, Contractor, and Using Agency hereby agree that the amount of such damages shall be the daily rate specified in the Contract, beginning upon the contractually required Material Completion and Occupancy Date and ending on the date that the Certificate of Material Completion is issued. The parties agree that the specified Liquidated Damages are not established as a penalty but are calculated and agreed upon in advance as a fair and equitable amount reasonably estimated in advance to cover losses to be incurred by the Owner and Using Agency for such delay or interruption in view of the uncertainty and impossibility of ascertaining actual damages that would be incurred.

1.1.6.2.1 Contractor Agrees to Pay. The Contractor agrees to pay the amount, computed by multiplying the Liquidated Damages set forth in the Contract by the number of days between the contractually required Material Completion and Occupancy Date and the date that the Certificate of Material Completion is issued.

1.1.6.2.2 Deducted as They Accrue. Liquidated Damages shall be deducted from periodic payments as they accrue and such deduction shall be in addition to the retainage provided for in the Contract. The remaining balance of any Liquidated Damages shall be deducted from the Payment for Material Completion to the Contractor or its Surety. If the unpaid balance of the Contract Sum is less than the total amount to be deducted for Liquidated Damages as herein above provided, the Contractor shall promptly pay to the Owner, upon the Owner's demand, the amount by which such sum exceeds the unpaid balance of the Contract Sum.

1.1.6.3 Limitation on Owner’s Damages. Except as otherwise set forth in the Contract Documents, damages of the Owner and Using Agency for delay shall be limited to the Liquidated Damages as defined herein. Nothing in this Article shall be construed to limit Owner’s right to pursue damages or remedies for claims against the Contractor for reasons other than delay.

1.1.7 Documents

1.1.7.1 Precedence of Documents and Changes. In the event of conflict, the Contract takes precedence over the Supplementary Conditions, and the Supplementary Condition take precedence over the General Conditions. No change to the Contract Documents is effective unless notice shall have been issued by the Owner bearing the imprimatur of the Owner as follows:

“By order of the Board of Regents of the University System of Georgia, Owner.”

The Design Profession has no authority to amend the Contract Documents, orally or in writing, either expressly or by implication.

1.1.7.2 Copies of Contract Documents to Contractor. Without charge to the Contract the Design Professional shall furnish to the Contractor up to five sets of completed Contract Documents in hardcopy, one set of reproducible and electronic background floor and reflected ceiling plan drawings and, if requested, one copy in read-only electronic format. The Contractor may obtain such additional sets of Contract Documents, as the Contractor deems necessary and Professional. shall pay the cost of reproduction of such additional sets to the Design Professional.

1.1.7.3 Marked-Up (“As-Built”) Documents. Prior to Final Completion, the Contractor shall provide one complete set of Marked-Up Documents to the Design Professional. The Marked-Up Documents shall consist of the Contract Documents annotated and changed to reflect the as-built condition of the Project, including all Change Orders, field instructions, answers to RFI’s, clarifications, sketches, delegated contractor design drawings and locations of utilities and other hidden elements.

1.1.7.4 Copies to the Owner. Upon Owner’s request, the Contractor shall furnish the Owner with copies of Project related correspondence, letters of transmittal, etc.

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1.1.8. Defined Terms. Wherever used in the Contract Documents, the terms defined in this Contract will have the meanings indicated that are applicable to both the singular and plural, and to the masculine and feminine thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms.

1.1.8.1 Meaning of Words and Phrases. Unless the context or the Contract Documents taken as a whole indicate to the contrary, words used in the Contract Documents that have usual and common meanings shall be given their usual and com on meanings; words having technical or trade meanings shall be given their customary meaning in the subject business, trade, or profession. Materials or work described in words that, so applied, have a well-known technical or trade meaning shall be held to refer to such recognized meaning.

1.1.8.2 Cross-References, Headings, and Citations to the Contract. Cross-references, headings, and citations to the Contract, if any, are for the convenience of the Contractor and the Owner and are not intended to be plenary or exhaustive nor are they to be considered in interpreting the Contract Documents or any part of the Contract Documents.

1.1.8.3 Install, Deliver, Furnish, Supply, Provide and Other Such Words. Install, deliver, furnish, supply, provide, and other such words mean that the Work in question shall be put in place by the Contractor ready for use unless expressly provided to the contrary.

1.1.8.4 Articles Not Plenary. This Article and Article 1.1.9 are not entire, plenary, or exhaustive of all terms used in the Contract and General Conditions that require definition. There may be definitions of other terms under articles to which the terms are related.

1.1.9 Basic Definitions

1.1.9.1 Addenda. Written or graphic instruments issued prior to the opening of bids that clarify, correct, or change any of the component parts of the Bidding documents.

1.1.9.2 Affiliate. With respect to Contractor, any firm, partnership, corporation or other legal entity that is owned by, under common ownership or control with, or having a common principal or shareholder with, the Contractor, whether such relationship is direct or indirect. In addition, unless the consequences of such relationship for the purposes of this Contract are expressly waived in writing by the Owner after full disclosure by the Contractor, the term “Affiliate” also includes any entity currently affiliated with Contractor as a partner or joint venturer with respect to any commercial venture, whether or not such venture includes the Project. See O.C.G.A. §13-10-23.

1.1.9.3 Affiliated Agreement. Any agreement concerning the Project between the Contractor and an Affiliate, including all modifications and amendments thereto.

1.1.9.4 Application for Payment. The form acceptable to Owner that is to be used by the Contractor during the course of the Work in requesting payment from the Owner and that is to be accompanied by such supporting documentation as is required by the Contract Documents.

1.1.9.5 Asbestos. Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration.

1.1.9.6 Authorization for Using Agency to Enter. The Notice from Owner to the Contractor and the Using Agency, upon issuance of a Certificate of Material Completion, that the Using Agency is authorized to take possession of the Project.

1.1.9.7 Bid. The offer of a Bidder submitted on the prescribed form setting forth the Contract Sum for all activities required by the Bidding Documents.

1.1.9.8 Bid Bond. A bond, required by law, with a surety in accordance with the Instructions to Bidders, substantially in the form and substance specified in the Bidding Documents, with the Owner as obligee, and intended to secure the execution of the Contract by the Bidder.

1.1.9.9 Bidding Documents. The Construction Documents, the Invitation to Bid, the Instructions to Bidders, the Bid Form, and all Addenda, upon which the Bidder submits a Bid.

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1.1.9.10 Bulletin. Written or graphic material issued after the award of the contract that clarifies, corrects, or proposes a change in any of the component parts of the Contract Documents.

1.1.9.11 Business Day. A business day is each calendar day other than Saturday, Sunday, and any holiday observed by Owner.

1.1.9.12 Change Order. A document issued on or after the Effective Date of the Contract, signed by the Contractor and the Owner and ordinarily certified by the Design Professional, which may authorize a change or changes, including but not limited to a change to the Contract Sum, the Contract Time, or the Contract Documents.

1.1.9.13 Claim. A demand or assertion by the Owner or the Contractor seeking an adjustment of the Contract Sum or Contract Time, or both, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and the Contractor arising out of or relating to the Contract. The responsibility to substantiate a Claim shall rest with the party making the Claim. A demand for money or services by a third party, including a Trade Contractor, Supplier, or subcontractor to the Contractor, is ipso facto not a Claim against the Owner.

1.1.9.14 Construction Documents. The architectural and engineering documents setting forth the design for the Project prepared by the Design Professional. Construction Documents include, but are not limited to, the Specifications, the Drawings, the Supplementary Conditions, the General Conditions, and all Addenda.

1.1.9.15 Construction Progress Schedule. A schedule indicating proposed activity sequences and durations, milestone dates for receipt and approval of pertinent information, preparation, submittal, and processing of Shop Drawings and Samples, delivery of materials or equipment requiring long-lead time procurement, and proposed date(s) of Material Completion and Occupancy and Final Completion. The schedule will be developed to represent the CSI Specification Divisions. It shall have a minimum number of activities as required to adequately represent to Owner the complete scope of work and define the Project’s critical path and associated activities. If the Project is to be phased, then each individual Phase should be identified from start through completion of the overall Project and should be individually scheduled and described, including any Owner’s occupancy requirements and showing portions of the Project having occupancy priority. The format of the schedule will have dependencies indicated on a monthly grid identifying milestone dates such as construction start, phase construction, structural top out, dry-in, rough-in completion, metal stud and drywall completion, equipment installation, systems operational, Material Completion and Occupancy Date, final inspection dates, Punchlist, and Final Completion date.

1.1.9.16 Contract. The written document that is the evidence of the Contract between the Owner and the Contractor.

1.1.9.17 Contract Compliance Specialist. A person, if so designated by the Owner, to record daily events at the Site, including deliveries of equipment and supplies, and the progress of the Work. The Contract Compliance Specialist is not an inspector, and has no authority or power to act as agent for the Owner or to approve or disapprove any action of the Contractor. The Contract Compliance Specialist has no authority to and shall not be requested to sign or initial documents such as delivery receipts, drayage or hauling receipts, or time and materials tickets, or other similar documents evidencing transactions among the Contractor and Subcontractors.

1.1.9.18 Contract Documents. The Contract Documents include the executed Contract, the Bid, the Bidding Documents, and all Change Orders.

1.1.9.19 Contract Sum.