Addendum _2 _ One Griffin Center Remodel Cont.pdf

STATE OF GEORGIA,

COUNTY OF SPALDING.

Construction Contract For Bid # 25-005

This Construction Contract ("Contract") is made as of ___________________, 2024 ("Effective Date") by and between City of Griffin, Georgia ("Owner"), whose principal business address is 100 S. Hill St., Griffin, Georgia 30224, and _____________("Contractor") of ________________________________________ (Contractor Address).

The Contractor desires to provide construction services to the Owner and the Owner desires to obtain such services from the Contractor.

Therefore, in consideration of the mutual promises set forth below, the parties agree as follows:

1. Description of Services. Beginning on the Effective Date, the Contractor will provide to the Owner the following services (collectively, "Services"):

The interior renovation of One Griffin Center will involve multi-floor renovations to be completed. The updates and renovations will include demoing and adding offices back, carpet replacement, painting all areas included in bid, electrical and HVAC work.

2. Scope of Work. The Contractor will provide all services, materials, and labor for the construction of Remodeling One Griffin Center, described above at the property of City of Griffin located at 100 S. Hill Street, Griffin, Georgia, 30223 ("Worksite"). Contractor’s Bid #24-005, as submitted to and accepted by the Owner, is attached and incorporated as Exhibit “B” labeled as architectural plans and Exhibit “C” labeled as bid documents; said Bid is incorporated herein, by reference, and made a part of this agreement.

This includes all building and construction materials, necessary labor and site security, and all required tools and machinery needed for the completion of construction.

The Contractor is only responsible for furnishing any building improvements related to construction of the structure, but not related to landscaping, grading, walkways, sewer or water systems, steps, driveways, patios, aprons, etc., unless they are specifically agreed to in writing.

3. Plans, Specifications, and Construction Documents. The Owner will make available to the Contractor all plans, specifications, drawings, blueprints, and similar construction documents necessary for the Contractor to provide the Services described herein. Any such materials shall remain the property of the Owner. The Contractor will promptly return all such materials to the Owner upon completion of the Services.

4. Compliance With Laws. The Contractor shall provide the Services in a workmanlike manner, and in compliance with all applicable federal, state and local laws and regulations, including, but not limited to all provisions of the Fair Labor Standards Act, the Americans with Disabilities Act, and the Federal Family and Medical Leave Act.

5. Work Site. The Owner warrants that the Owner owns the property herein described and is authorized to enter into this Contract. Prior to the start of construction, the Owner shall provide an easily accessible building site, which meets all zoning requirements for the structure, and in which the boundaries of the Owner's property will be clearly identified by stakes at all corners of the property. The Owner shall maintain these stakes in proper position throughout construction. The Contractor shall take pictures and videos of the work site prior to the start of construction and after the Notice to Proceed has been issued.

6. Materials and/or Labor Provided. The Contractor shall provide to the Owner a list of each and every party furnishing materials and/or labor to the Contractor as part of the Services, and the dollar amounts due or expected to be due with regards to provision of the Services herein described. The Owner shall review any subcontractors for this project prior to the start of work. The Contractor shall require approval of the Owner for any subcontractors before beginning any work. A list of materials and/or labor shall be set forth in Exhibits A – Bid Tabulation and Exhibit C- Bid Proposal attached to this Contract. The Contractor declares, under the laws of Georgia, that this list is a true and correct statement of each and every party providing materials and/or labor as part of the Services herein described.

The Contractor may substitute materials only with the express written approval of the Owner, provided that the substituted materials are no lesser quality than those previously agreed upon by the Owner and the Contractor.

7. Payment. Payment shall be made to_________________________________________. Upon competition of the Work, the Owner agrees to pay the total sum of $__________. Prior to completion of the Work, Contractor shall submit applications for payment based on progress. Invoices shall provide details of all project expenses as permitted in this contract. Contractor shall apply no late charges, interest, or penalties to any invoice or charges for services until 30 days from the customer receipt of the invoice. If this contract is terminated for convenience for any reason, then the Ccontractor shall be paid pro rata for all services performed, materials purchased, and administrative costs incurred, to the effective date of termination.

Payments to the Contractor shall be made at the rate of ninety-five percent (95%) of the approved partial payment estimate for each monthly progress billing; and the Owner will retain five percent (5%) of every approved partial payment until the value of the Contractor’s work complete and in place equals 50% of the contract value. Thereafter, Owner shall pay the Contractor the full amount of the approved partial pay estimate; provided the Contractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete the Work, including but not limited to a payment and performance bond. Receipt of progress payments are due by the 10th of every month. The retained amount will be paid to the contractor no later than thirty (30) days following final acceptance of the work. Upon completion and acceptance of the work, the Owner shall issue a certificate to the final payment request that the work has been accepted under the terms, promises, and conditions of the contract.

Owner may withhold payment upon a determination that the progress noted in Contractor’s application for payment has not been satisfied or reached or completed to satisfaction of the Owner, provided that notice of the deficiency shall be provided to Contractor. In addition to any other right or remedy provided by law, if the Owner fails to pay for the Services when due, the Contractor has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Agreement and/or seek legal remedies.

8. Other Payment Provisions. All payments are due upon the Net 30 Payment Guidelines as specified by the City of Griffin. All Change Orders will be discussed between the Ccontractor and the City of Griffin before changes are made. Change Orders will be produced on a separate document and signed by both parties before action is taken.

9. Term. The Contractor shall commence the work to be performed within 45 days of the Effective Date and shall complete the work on or within 365 days from the Effective Date, time being of the essence of this Contract.

When Contractor considers the entire Work ready for its intended use, Contractor shall notify Owner in writing that the entire Work is complete. Promptly after Contractor’s notification, Owner shall make an inspection of the Work to determine the status of completion. Owner agrees to sign a Notice of Completion within ten (10) days of the final inspection if Owner considers the work complete. If the Owner does not consider the Work complete, Owner will notify Contractor in writing giving the reasons therefor. Owner shall have fourteen (14) days to provide written notification of any discrepancies or defects of Work completed. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. Contractor will be given reasonable time to fix any discrepancies or defects of Work by an agreed upon time in writing between Owner and Contractor. Within ten (10) days of Owner’s determination that Contractor has satisfactorily completed all corrections identified in the final inspection, Owner shall sign a Notice of Completion and submit final payment following the procedure for progress payments.

10. Stop Work Order. The Owner may, at any time, direct the Contractor in writing to stop all or any part of the Work for a period of up to 90 days for the Owner's convenience and without cause ("Stop Work Order"). Upon receipt of a Stop Work Order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurring of costs allocable to the Services covered by the Stop Work Order. The Contractor shall continue Services not covered by the Stop Work Order unless otherwise directed by the Owner. The Owner may, at any time, withdraw the Stop Work Order or any part thereof through a written notice to the Contractor specifying the effective date and scope of withdrawal ("Resume Work Notice"). The Contractor shall resume diligent performance of the Services for which the Stop Work Order is withdrawn on the specified effective date. If the total or partial Stop Work Order results in additional time required or costs incurred by the Contractor to perform the Services, the Contract price and/or Contract time shall be equitably adjusted. The Contractor must assert its right to an equitable adjustment within 30 days after receipt of a Resume Work Notice. If the parties cannot agree on the equitable adjustment, the dispute shall be resolved according to the Contract's dispute resolution procedure. However, the Contractor shall proceed with the Services pending resolution of any dispute. The Contractor shall not be entitled to any damages arising from any delay, disruption, or other impact attributable to any Stop Work Order. The Contractor's sole remedy shall be an extension of time and/or equitable adjustment to the Contract price as provided herein.

11. Permits. The Owner shall obtain all necessary building permits, approvals and licenses. The

Contractor shall apply for and obtain any other necessary permits and licenses required by the local municipal/county government to do the work; the cost thereof shall be included as part of the Payment to the Contractor under this Contract.

12. Insurance. Before work begins under this Contract, the Contractor shall furnish certificates of insurance to the Owner substantiating that the Contractor has placed in force valid insurance, in the amounts and subject to terms set forth in Bid No. 25-005, covering its full liability under the Workers' Compensation laws of Georgia and shall furnish and maintain general liability insurance, and builder's risk insurance for injury to or death of a person or persons, and for personal injury or death suffered in any construction-related accident and property damage incurred in rendering the Services.

(a) Commercial General Liability Insurance - $1,000,000 limit per person, $2,000,000 per occurrence for property damage and bodily injury. The Supplier should indicate in the proposal and on the insurance certificate that the coverage provided is occurrence based. The City of Griffin shall be named as "additional insured” as its interest may appear and “waiver of subrogation granted”. The insurance shall include coverage for the following:

• Premise/Operations

• Explosion, Collapse and Underground Property Damage Hazard (only when applicable to the project)

• Products/Completed Operations

• Contractual

• Independent Suppliers

• Broad Form Property Damage

• Personal Injury

(b) Automobile Insurance - $1,000,000 limit per person or $2,000,000 combined single limit for property damage and personal injury.

• Owned/Leased Autos

• Non-owned Autos

• Hired Autos

(c) Umbrella Coverage

• Workers’ Compensation and Employers’ Insurance -- with benefits and monetary limits as set forth by Title 34, Chapter 9 of the O.C.G.A. Workers’ Compensation coverage is required as a condition of performing work or services for the City whether or not the Supplier is otherwise required by law to provide such coverage. The Supplier shall supply the City with proof of compliance with the Workers’ Compensation Act while performing work for the City by way of a COI. This proof must be received by the City prior to the commencement of work. If the Supplier does not meet the requirement for workers’ compensation coverage, the certificate of insurance shall state that the contractor waives subrogation in regard to workers’ compensation.

• Professional Liability/Errors & Omissions Insurance - $2,000,000 or as per project (ultimate loss value per occurrence). Primarily E&O insurance is designed to protect the professional advice providers (i.e., consultants, financial services) or professional service-providing professionals (i.e., medical providers, lawyers).

13. Bonds. The Contractor shall furnish the Owner with construction payment and performance bonds in the amount of $______________________, equal to 110% of contract amount.

14. Confidentiality. The Contractor, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Owner. The Contractor and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.

Upon termination of this Contract, the Contractor will return to the Owner all records, notes, documentation, and other items that were used, created, or controlled by the Contractor during the term of this Contract.

15. Indemnification. The Contractor agrees to indemnify the Owner against, hold it harmless from and defend the Owner from all claims, loss, liability, and expense, including actual attorney's fees, arising out of or in connection with the Contractor's Services performed under this Contract. However, this indemnity does not extend to liability for loss or damage resulting from the sole negligence of the Owner or the Owner's agents or employees.

16. Warranty. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective. Contractor warranties Work completed for one year after certification of Substantial Completion has been issued. Contractor’s warranty and guarantee hereunder excludes defects or damage caused by:

a. Abuse, modification, or improper maintenance or operation by persons other than Contractor, Subcontractors, suppliers, or any other individual or entity for whom Contractor is responsible; or

b. Normal wear and tear under normal usage.

Contractor’s obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor’s obligation to perform the Work in accordance with the Contract Documents:

a. Observations by Owner;

b. Payment by Owner of any progress or final payment;

c. The issuance of a certificate of Substantial Completion by Owner or any payment related thereto by Owner;

d. Use or occupancy of the Work or any part thereof by Owner;

e. Any review and approval of drawings or sample submittal or the issuance of a notice of acceptability by Owner;

f. Any inspection, test, or approval by others; or

g. Any correction of defective Work by Owner.

17. Free Access to the Worksite. The Owner will allow free access to work areas for workers and vehicles and will allow areas for the storage of materials and debris. City employees, tenants, and citizens will remain working and the building open for access during construction. The Contractor must communicate with the Owner throughout the progress of the contract for any work that could potentially cause disruption to services. Driveways will be kept clear for the movement of vehicles during work hours. The Contractor will make reasonable efforts to protect driveways, lawns, shrubs, and other vegetation. The Contractor also agrees to keep the Worksite clean and orderly and to remove all debris as needed during the hours of work in order to maintain work conditions that do not cause health or safety hazards. Work hours shall be Monday – Friday, 7:00 a.m. – 5:00 p.m. Any access to the worksite not during normal wok hours must be approved via written consent of the Owner.

18. Utilities. The Owner shall provide and maintain water and electrical service, connect permanent electrical service, gas service, or oil service, whichever is applicable, and tanks and lines to the building constructed under this Contract after an acceptable cover inspection has been completed, and prior to the installation of any inside wall cover. The Owner shall, at the Owner's expense, connect sewage disposal and water lines to said building prior to the start of construction, and at all times maintain sewage disposal and water lines during construction as applicable. The Owner shall permit the Contractor to use, at no cost, any electrical power and water use necessary to carry out and complete the work.

19. Inspection. The Owner shall have the right to inspect all work performed under this Contract. All defects and uncompleted items shall be reported immediately. The Contractor shall have 10 days from the date of notification to rectify any defects or problems from the work completed. All work that needs to be inspected or tested and certified by an engineer as a condition of any government department or other state agency, or inspected and certified by the local health officer, shall be done at each necessary stage of construction and before further construction can continue. All inspection and certification will be done at the Owner's expense.

20. Default. The occurrence of any of the following shall constitute a material default under this Contract which shall entitle the aggrieved Party to terminate the Contract and seek all other remedies available herein and by law:

1. The failure of the Owner to make a required payment when due.

2. The insolvency of either party or if either party shall, either voluntarily or involuntarily, become a debtor of or seek protection under Title 11 of the United States Bankruptcy Code.

3. A lawsuit is brought on any claim, seizure, lien or levy for labor performed or materials used on or furnished to the project by either party, or when there is a general assignment for the benefit of creditors, application or sale for or by any creditor or government agency brought against either party.

4. The failure of the Owner to make the building site available or the failure of the Contractor to deliver the Services in the time and manner provided for in this Contract.

5. The failure of the Contractor to fulfill its obligations under this Contract, including but not limited to failure to meet the deadline for completing the work or failure to perform Work in accordance with the Contract.

21. Remedies. In addition to any and all other rights a party may have available according to law of

Georgia, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving the said notice shall have 20 days from the effective date of said notice to cure the default(s) or begin substantial completion if completion cannot be made in 20 days. Unless waived by a party providing notice, the failure to cure or begin curing, the default(s) within such time period shall result in the automatic termination of this Contract.

22. Force Majeure. If performance of this Contract or any obligation thereunder is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event.

The term Force Majeure shall include, but not be limited to, acts of God, plague, epidemics, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, casualty, illness, injury, general unavailability of materials or other similar occurrence, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, strikes, lock-outs, work stoppages, other labor disputes, or supplier failures.

The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

23. Dispute Resolution. The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations among the parties. If the matter is not resolved by negotiation, the parties will submit the matter to non-binding mediation before a mediator acceptable to both parties prior to filing any action in court.

24. Entire Agreement. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other contract or agreement whether oral or written concerning the subject matter of this Contract. Any amendments must be in writing and signed by each party.

This Contract supersedes any prior written or oral agreements between the parties.

25. Severability. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

26. Amendment. This Contract may be modified or amended in writing if the writing is signed by each party.

27. Governing Law. This Contract shall be construed in accordance with, and governed by the laws of Georgia, without regard to any choice of law provisions of Georgia or any other jurisdiction. Any legal action(s) shall be brought in the Superior Court of Spalding County, Georgia.

28. Notice. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

29. Waiver of Contractual Right. The failure of either party to enforce any provision of this

Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

IN WITNESS WHEREOF, the parties have set their hands and affixed their seals through their duly authorized officers and representatives, the day and year above written.

The Owner:

CITY OF GRIFFIN, a GEORGIA municipal corporation

By: Attest:

Douglas S. Hollberg, Mayor Jessica W. O’Connor, Secretary

Approved as to Form:

Andrew J. Whalen, III, City Attorney

(SEAL)

The Contractor:

By: Date: