Attachment D _ Agreement.pdf

P a g e 1 | 19

GEORGIA, ATHENS CLARKE COUNTY

AGREEMENT FOR EXHIBIT DESIGN AND INSTALLATION PROFESSIONAL SERVICES

THIS AGREEMENT (“Agreement”), made and entered by and between the Unified Government of Athens-

Clarke County, a body corporate and politic and a political subdivision of the State of Georgia (“ACCGov”), and Contractor Name (hereinafter referred to as “Contractor”), concerns all services and deliverables related to the detailed design, fabrication, and installation of the “Exhibit Graphics & Multimedia” (the

“Project”) to be created for and installed at the Sandy Creek Nature Center (“SCNC”), in Athens, Georgia.

ACCGov and Contractor agree to be mutually bound by the terms and conditions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby agree as follows:

ARTICLE 1. SCOPE OF WORK: The Contractor shall design, fabricate, deliver, and install all components, materials, and Structures in the accepted design proposal (“Project items”) at the SCNC. The Contractor shall coordinate the design, fabrication, delivery, and installation with the designated ACCGov Project

Administrator (“Project Administrator”) to ensure that all safety and other engineering regulations are met, and all inspections are passed.

ARTICLE 2. PROJECT LOCATION: The work for the Project shall be performed by the Contractor at the

Sandy Creek Nature Center, in Athens, Georgia.

ARTICLE 3. COMMUNICATIONS AND COOPERATION: The Contractor shall cooperate with ACCGov staff and other professionals. The Contractor shall coordinate all design efforts and products developed throughout the life of this Agreement with the Project Administrator and other professionals.

ACCGov shall designate a Project Administrator to serve as the primary contact for the Contractor.

The Contractor shall be available as reasonably necessary for phone and digital consultation with ACCGov staff during all stages of the work.

The Project Administrator shall arrange for and coordinate all necessary consultation among ACCGov, and relevant community groups during all stages of the work.

ARTICLE 4. STAGES OF WORK: The Parties understand and agree that time is of the essence and that the

Project shall be completed no later than 90 calendar days after Notice to Proceed issued from the Project

Administrator to begin work.

4.1 Phase I: Complete Design Package:

After execution of this Agreement, Contractor shall have 30 calendar days to submit a final set of drawings and specifications (the “Fabrication Documents”) in sufficient detail (e.g., materials to be used, material type and color, method of fabrication and costs to complete the Project) to allow the fabrication process by an independent fabricator to occur in the event of default by Contractor and to allow ACCGov to determine that the Project will be delivered and installed according to this Agreement and that all Project

Requirements (“Project Requirements”) are clear.

Attachment D – Contractual Requirements

P a g e 2 | 19

a. Fabrication Documents shall take into account ACCGov requested changes to the design, if any, as shall be discussed with the Contractor. Any resubmissions of the Fabrication Documents shall be made within five (5) calendar days.

b. Contractor shall be responsible for creating and/or obtaining and forwarding fabrication Documents to the Project Administrator and shall ensure that all Project Requirements are met.

c. Fabrication Documents shall not be deemed complete unless and until ACCGov approves and accepts them.

d. ACCGov shall respond to any Fabrication Documents submitted by the Contractor within twenty-one

(21) calendar days of submittal.

e. Upon approval, ACCGov shall notify the Contractor in writing to fabricate the Project items.

f. ACCGov shall have the option to request Design Documents, and Fabrication Documents, or elements thereof, remain in the permanent collection of ACCGov, deliverable by the date of Project completion.

4.2 Phase II: Fabrication and Delivery:

After the Contractor has received notification to begin fabrication for the Project, the Contractor shall have ten (10) calendar days to submit a Schedule (the “Schedule”) to the Project Administrator that incudes fabrication, delivery, and installation timeline. The installation and project completion dates shall be coordinated with the Project Administrator.

Should ACCGov determine that the Project is not fabricated according to the approved and accepted

Fabrication Documents at 100% completion or that the Project Requirements have not been met as outlined in the RFP #025022 Sandy Creek Nature Center Exhibit, ACCGov shall be entitled to reject the work, cease payment, and pursue all legal remedies as defined in Article 30, OTHER REMEDIES.

It is understood by the Parties that refinements to the Project Requirements and Design may continue to be made during fabrication. Any significant change or deviation in scope, design, color, size, material, texture, or location must be approved in advance and in writing by ACCGov, particularly if such change or deviation would affect installation, scheduling, or site preparation. ACCGov shall have the right to review the Project items at reasonable times during fabrication.

4.3 Phase III: Installation:

This phase involves the complete installation of the Project, making it fully operational and open for use.

The Contractor shall notify ACCGov when the Project items are fabricated and ready for installation. The

Contractor shall oversee and manage the delivery and installation of the Project at the SCNC. If the Project items does not conform to the approved Fabrication Documents at 100%, ACCGov shall be entitled to reject the Project items, cease payment, and pursue all remedies available to a purchaser of goods under applicable law.

The Contractor shall be responsible for the safe delivery to the SCNC and installation of the Project in accordance with the approved Schedule. The approved Schedule shall remain in effect except for delays attributable to ACCGov and/or its contractors, acts of God, or reasonable circumstances beyond the

Contractor’s control as set forth in Articles 17 and 18 herein.

P a g e 3 | 19

The cost for storage of the Project items prior to the approved Schedule shall be the responsibility of the

Contractor. Should changes in the Schedule required solely by ACCGov necessitate that the Project items be stored either on-site or off-site, ACCGov shall be responsible for all costs associated with the additional storage of the Project items. If changes in the Schedule are caused by the Contractor and not agreed to by ACCGov, the Contractor shall be responsible for the additional storage costs.

The Contractor shall notify ACCGov in writing when installation of the Project is completed. Within three

(3) business days of receiving such notice, ACCGov shall inspect the Project with the Contractor present and provide the Contractor a punch list of items to address. After completion of the punch list to ACCGov’s satisfaction that the Project is in conformance with the approved final design, plans, and specifications, ACCGov shall issue a notice of the completed and approved inspection in writing to the Contractor.

The Contractor shall have a reasonable opportunity to address any requests or concerns of ACCGov as mutually agreed upon between the Parties. ACCGov shall either issue a notice of the completed inspection or notify the Contractor of nonconformities or failure to provide all services required. The Contractor shall then be given a reasonable period of time, not to exceed thirty (30) calendar days, to correct such nonconformities and provide required services or to come to an agreement with ACCGov on the steps to correct such nonconformities according to a mutually acceptable schedule. If ACCGov does not notify the

Contractor of nonconformities or failure to provide all services required within fourteen (14) calendar days of receiving notice from the Contractor of completion, it shall be deemed to have determined that there are no nonconformities or additional services required, except for Phase IV: Final completion documentation.

4.4 Phase IV: Final Completion Documentation:

Within thirty (30) calendar days of ACCGov issuing a notice of completed inspection of the Project, the

Contractor shall submit the following documents to ACCGov:

a. As-builts;

b. Warranty documentation as delineated in Article 10;

c. Invoice for final payment;

d. Lien Waivers as delineated in Article 5;

f. Operations & Maintenance Manual as delineated Article 6, and

e. Photographs.

Once all required documentation has been received and all other requirements of this Agreement have been completed satisfactorily to ACCGov, ACCGov shall issue approval to complete the final payment.

ARTICLE 5. LIEN WAIVERS: The Contractor shall secure and deliver to ACCGov a final release and waiver of lien, including lien waivers, in a form acceptable to ACCGov for all of the Contractor’s subcontractors, sub-subcontractors, and material suppliers.

ARTICLE 6. DOCUMENTATION OF PROJECT: The Contractor shall provide photographs of each component of the Project prior to starting the work, documenting the condition of work before being covered. The contractor shall provide photographs of Project items once installed in three different views. Photographs

P a g e 4 | 19 shall be submitted in .TIF or .JPEG digital format at a resolution of at least 3,000 pixels by 2,400 pixels to ensure high-quality documentation while allowing for easier storage and sharing. Photographs shall be submitted to the Project Administrator no later than the time when Phase IV payment is requested for the Project.

The Contractor shall provide a written operations & maintenance manual including all materials used in the fabrication, along with instructions for Project items care and long-term preservation. This manual shall also include the recommended maintenance plan and schedule. The Contractor shall describe in this plan any unique materials, cleaning products needed, and techniques for on-going maintenance. ACCGov shall be responsible for appropriate maintenance and preservation as prescribed and documented by the Contractor in the Operation & Maintenance manual. ACCGov may consult with the Contractor in the event that the installed Project items requires repair or renovation. However, ACCGov retains the right to determine when and if repairs and restorations to the Project items will be made.

If the above deliverables are not of sufficient quality to serve as a guide to future conservation, ACCGov may require them to be resubmitted.

ARTICLE 7. MATERIAL AND WORKMANSHIP: All equipment, material, and articles incorporated into the work covered under this Agreement shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in this Agreement. References in the specifications to equipment, material, articles, or patented processes by trade name, make, or catalog number, shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. Contractor may, at its option, use any equipment, material, article, or process that, in the judgment of the Project Administrator, is equal to that named in the specifications, unless otherwise specifically provided in this Agreement. Contractor shall obtain the Project Administrator’s approval of the machinery, mechanical and other equipment to be incorporated into the work. When requesting approval, Contractor shall furnish to the Project Administrator the name of the manufacturer, the model number, and other information concerning the performance, capacity, nature, and rating of the machinery and mechanical and other equipment.

When required by this Agreement or by the Project Administrator, Contractor shall also obtain the Project Administrator’s approval of the material or articles which Contractor contemplates incorporating into the work. When requesting approval, Contractor shall provide full information concerning the material or articles. When directed to do so, Contractor shall submit samples for approval at Contractor's expense, with all shipping charges prepaid. Machinery, equipment, material, and articles that do not have the required approval shall be installed or used at the risk of subsequent rejection.

All work under this Agreement shall be performed in a skillful and workmanlike manner. The Project Administrator may require, in writing, that the Contractor remove from the work any employee the Project Administrator deems incompetent, careless, or otherwise objectionable.

ARTICLE 8. PAYMENT PROCEDURES: The Contractor shall submit invoices to the Project Administrator who shall review the completeness of work per the terms of this Agreement and authorize ACCGov to pay the invoice upon approval.

Invoices for services and expenses shall be submitted according to the scheduled completion of submissions. ACCGov shall pay approved invoices within thirty (30) business days after receipt of the accurate invoices and fulfillment of documentation.

P a g e 5 | 19

ARTICLE 9. COMPENSATION AND PAYMENT SCHEDULE: ACCGov makes no representations concerning the applicability of sales taxes to the purchase of materials by the Contractor for the Project. Any sales, use, or excise taxes or similar charges relating to services and materials provided under this Agreement shall be paid by the Contractor and identified in writing to ACCGov with each invoice for payment. The

Contractor shall be responsible for the payment of all mailing or shipping charges on submissions to

ACCGov and the costs of all travel by the Contractor and the Contractor’s agents and employees necessary for the proper performance of the services required under this Agreement.

ACCGov shall pay the Contractor a fixed fee of the finalized Agreement amount ($000.00), which shall constitute full compensation for the Project, including services performed and materials furnished by the

Contractor under this Agreement. This fee shall represent total compensation for all services performed or required to be performed by this Agreement, regardless of any circumstances that may exist now or in the future, seen or unforeseen.

The fee shall include without limitation raw materials; fabrication supplies; the Contractor’s fee for design, fabrication, installation and the first year of maintenance of the Project for normal wear (not including damage from fire, flood, and similar extreme natural causes and/or vandalism and similar negligent or purposeful acts); and photo documentation.

The Contractor shall bear the risk of increased costs due to late installation or defective performance on the part of the Contractor. In providing services under this Agreement, the Contractor shall endeavor to perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances.

The fee shall be paid in the following installments, with each installment to represent full payment for all services and materials provided:

a. 10% of the total Project Agreement price ($_____.00) upon acceptance by ACCGov of Phase I: Complete

Design Package.

b. 20% of the total Project Agreement price ($_____.00) upon completion and approval by ACCGov of

Phase II: Fabrication and Delivery.

c. 60% of the total Project Agreement price ($_____.00) upon completion and approval by ACCGov of

Phase III: Installation.

d. Final payment 10% of the total Project Agreement price ($_____.00) upon submission of documentation required by Phase IV: Final Completion Documentation.

Completion of the Project is conditioned on the Contractor complying with all of the requirements of this

Agreement, and submission of all Phase IV: Final Completion Documentation.

Provided, however, that in the event the Contractor does not complete the requirements specified in this

Agreement or as it may be amended by the Parties in writing, ACCGov shall be entitled to reimbursement for all installment payments made after payment above, as subsection. If ACCGov, however, chooses to terminate the Agreement through no fault of the Contractor, the Contractor shall retain all payments made up to the point of termination.

P a g e 6 | 19

ARTICLE 10. WARRANTIES: The Contractor represents and warrants that (a) the services and materials provided by contractor is free and clear of any liens from any source whatever; (b) the execution and fabrication of the Project shall be performed in a professional manner; (c) the Contractor shall oversee and administer fabrication of the Project by any subcontractors in order to secure compliance by the subcontractors with the terms of this Agreement and to the plans and specifications; (d) the Project, as fabricated and installed, shall be free of defects in material and workmanship, including any defects consisting of “inherent vice” or qualities that cause or accelerate deterioration of the Project; (e) reasonable maintenance of the Project shall not require procedures substantially in excess of those described in the maintenance recommendations to be submitted by the Contractor; and (f) that the

Project shall not pose a danger to public health or safety in view of the possibility of misuse, if such misuse is in a manner that was reasonably foreseeable during any phase of design, fabrication, and/or installation.

ACCGov agrees that (a) the SCNC shall be in conformance with the specifications set forth in the approved and accepted Schedule, and (b) ACCGov has informed the Contractor of any and all requirements necessary for the delivery and installation of the Project at the SCNC.

The Contractor shall arrange for subcontractors, if any, to warrant the materials, fabrication, and functionality of the Project and to carry insurance for any damage that occurs during fabrication, shipping, or installation for the full material and fabrication cost of the Project. The Contractor shall arrange for subcontractors, if any, to provide ACCGov with copies of all written warranties and insurance policies associated with fabrication and installation of the Project. Such warranties and insurance policies shall name ACCGov as beneficiary and contain warranties that the Project shall be executed and fabricated in a professional manner.

The Contractor’s warranties a-f described above shall survive the Final Acceptance of the Project and any termination and expiration of the Agreement. ACCGov shall give notice to the Contractor of any observed breach with reasonable promptness. The Contractor shall, at the request of ACCGov, and at no cost to

ACCGov, promptly correct the breach of any warranty that is correctable and which correction is consistent with professional conservation standards (including for example, repair or re-fabrication of the

Project). The Contractor shall provide ACCGov with copies of all written warranties associated with fabrication and installation of the Project.

ARTICLE 11. RISK OF LOSS: The Contractor shall demonstrate that insurance in the amount of 100% of the replacement cost of the Project is in place. The risk of loss or damage to the Project shall be borne by the

Contractor until the Project is installed at the SCNC. The Contractor shall take such measures as are necessary to protect the Project from loss, damage, or vandalism until such time. Notwithstanding the above, the Project shall be covered by ACCGov’s insurance once the Contractor has completed installation.

ARTICLE 12. INSURANCE: The following general requirements apply to any and all Work under this Agreement. Compliance is required by all Contractors and Sub-contractors of any tier. The Owner reserves the right to adjust or waive any or all requirements based on receipt of additional information pertinent to this Agreement.

Minimum Financial Security Requirements for all insurance requirements under this Agreement.

Insurance company will only be accepted if it is in good standing within the state of Georgia through the

P a g e 7 | 19

Insurance Commissioner’s office. It must also be rated A- or better and have a financial category of VII or higher with AM Best Company.

Before commencing work under the Agreement, the Contractor shall provide to the Unified Government of Athens-Clarke County, Attn: ACC SPLOST Project Administrator, a Certificate of Insurance evidencing the required kinds and amounts of insurance. The Contractor shall procure at his own expense the following insurance coverage as listed below:

Comprehensive General Liability Insurance The Contractor shall procure and shall maintain during the life of the Agreement, such Comprehensive General Liability and Broad Form Property Damage Insurance as shall protect Contractor and any subcontractor performing Work covered by this Agreement from claims for damages for bodily injury, including accidental death, as well as from claims for property damages, which may arise from operations under the Agreement, whether such operations are by the Contractor or by any subcontractor or by anyone directly or indirectly employed by either of them. The amount of insurance shall not be less than the following:

General Aggregate for each annual period $2,000,000.00 Products Comp/Ops Aggregate for each annual period* $2,000,000.00 Personal and Advertising Injury $1,000,000.00 Each Occurrence $1,000,000.00 Fire Damage (Any one fire) $ 50,000.00 Medical Expenses (Any one person) $ 5,000.00

Worker’s Compensation Insurance Workers Compensation Insurance (per Occurrence) in the amounts of the statutory limits established by the General Assembly of the State of Georgia (a self-insurer must submit a certificate from the Georgia Board of Works Compensation stating that the supplier qualifies to pay its own workers compensation claims). In addition, the supplier shall require all subcontractors occupying the premises or performing work under the contract to obtain an insurance certificate showing proof of Workers Compensation Coverage with the following minimum coverage:

Bodily Injury by Accident/Disease $1,000,000 each accident Bodily Injury by Accident/Disease $1,000,000 each employee Bodily Injury by Accident/Disease $1,000,000 policy limit

Automobile Liability Insurance Contractor shall procure and maintain during the life of the Agreement, Comprehensive Automobile Liability Insurance. The insurance shall include coverage for owned, non-owned and hired vehicles. Amounts shall not be less than the following:

Comprehensive Single Limits (CSL) $1,000,000.00

Excess Liability Contractor shall provide Excess Liability or Umbrella insurance providing protection for at least the hazards insured under the primary liability policies with the following limits:

General Aggregate $2,000,000.00 Each Occurrence $1,000,000.00

P a g e 8 | 19

Professional Liability Contractor shall provide professional liability or errors and omissions insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $1,000,000 per occurrence. Liability coverage written in a “claims made” form must include a retroactive date, and, if the policy is canceled, non-renewed, or changed to a per occurrence form, Contractor must present a certificate of insurance— or other documentation acceptable to the Unified Government’s Safety & Risk Administration—of “extended reporting” coverage for a minimum of five (5) years after completion of work.

Property Coverage or Builder’s Risk Policy Contractor shall provide property coverage/builder’s risk policy with a minimum coverage limit in an amount equal to the contract sum.

Sub-Contractor’s General Liability and Auto Insurance The Contractor shall require each of his sub-contractors to procure and to maintain during the life of his sub-contract, sub-contractor’s general liability and auto insurance of the type and amount specified previously.

Endorsements The Owner, and Project Administrator shall be covered as Additional Insured under their General Liability and Auto Liability policies and such insurance shall be primary and non-contributory with respect to the

Additional Named Insured. A waiver of subrogation must be provided for the General Liability, Auto

Liability, and Workers’ Compensation policies. A notice of cancellation endorsement must be provided for all policies. Copies of endorsements showing that the Owner and each additional insured identified herein have been added to the policies as an additional insured shall be attached to each of the certificates.

Include the following parties or entities as additional insured:

1. The Unified Government of Athens-Clarke County, 301 College Avenue, Athens, Georgia 30601.

2. Jacobs Project Management Company (JPM Co.) (C/O SPLOST Program Management, 301 College Avenue, Athens, Georgia 30601.

ARTICLE 13. HOLD HARMLESS AND INDEMNIFICATION: The Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless ACCGov, its officers, employees, and agents from and against all damages, liabilities, or costs, including attorneys' fees and defense costs, claims, suits, and judgments, in connection with injury to or death of any person or persons, or loss of or damage to property resulting from the Contractor’s negligent performance of professional services and for the negligent performance of its officers, employees, agents, and subcontractors and any others for whom the

Contractor is legally liable.

Additionally, the Contractor shall indemnify and hold harmless ACCGov from and against any lien claim of the Contractor, the Contractor’s subcontractors, and their respective subcontractors and material suppliers.

ARTICLE 14. TERMINATION: This Agreement may be terminated with or without cause by either Party by giving thirty (30) days’ written notice of termination to the other Party. This Agreement may also be terminated by giving ten (10) days’ written notice in the event of the failure of a Party to fulfill its obligations under this Agreement in a timely manner or due to a breach by either Party of the material

P a g e 9 | 19 obligations under this Agreement. In the event of termination without cause, each Party is individually responsible for any financial obligations, liabilities, and expenses incurred under this Agreement prior to the date of termination. In the event of termination for cause due to the material breach of this

Agreement by Contractor, all payments made to Contractor pursuant to this Agreement shall be reimbursed to ACCGov upon termination of the Agreement. In the event of default or material breach by

Contractor, all submissions and all finished and unfinished drawings, sketches, photographs, and design documents prepared and submitted by Contractor under this Agreement shall at ACCGov’s sole option become ACCGov’s property. Contractor hereby agrees that in the case of their default after initial payment, ACCGov may, in its sole discretion, fabricate and modify the Project design requirements.

Notwithstanding the foregoing, Contractor shall not be relieved of liability to ACCGov for damages sustained by ACCGov by virtue of any breach of this Agreement by Contractor. In the event that this

Agreement terminates as a result of Contractor’s default, Contractor shall be ineligible to participate in future ACCGov projects for a minimum of five (5) years.

ARTICLE 15. COMPLIANCE: Contractor shall comply with Federal, State, and Athens-Clarke County laws, ordinances, and regulations applicable to Contractor’s services under this Agreement.

ARTICLE 16. ENTIRE AGREEMENT: This Agreement, including Attachments 1-5, Notice to Proceed, Change

Orders, and Work Change Directives, embodies the entire agreement and understanding between the

Parties hereto, and there are no other agreements or understandings, written or oral, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing in a document with the same level of formality as this Agreement and signed by the Parties hereto.

ARTICLE 17. SUSPENSION OF PERFORMANCE BY DELAY: Delay beyond the control of the Contractor that prohibits or impedes performance by the Contractor of their contractual obligations shall excuse the

Contractor from performing for so long as such event occurs, including, but not limited to, previously scheduled use of the SCNC or the failure of ACCGov’s contractors and staff to adequately and timely perform their coordination functions and deliveries, and may authorize reimbursement of additional expenses. The Parties agree to notify each other in writing of any such delays that may affect the installation of the work products as set forth in the approved schedule. If such a delay exceeds ninety (90) calendar days, the Parties shall have the option to amend the schedule for the delivery of work products and renegotiate the terms of the compensation and payment schedule detailed in Article 9.

The Parties agree that the terms agreed to in this Agreement may be suspended if performance is prevented by an unforeseen occurrence beyond the control of the Parties such as acts of God, war, civil insurrection, government action, epidemics, or public emergency insofar as these conditions affect the

SCNC. The duration of suspension shall last only as long as such unforeseen occurrence exists. The

Contractor agrees to commence work they have agreed to perform, and which is binding under this

Agreement, when informed in writing by ACCGov that they may resume their contractual obligations.

ARTICLE 18. ILLNESS, INJURY, DEATH, OR INCAPACITY: Should the Contractor become ill, injured, or otherwise incapacitated such that the Contractor is unable to work for any period of time not exceeding thirty (30) consecutive days, any delay arising out of such incapacity shall be allowed by ACCGov whenever it is practical to do so, considering the facts and circumstances of the incapacity and the status of the

Project. ACCGov reserves the right to require the Contractor to provide medical certification of any claimed incapacity. In the event that the Contractor should die or be incapacitated for a period exceeding

P a g e 10 | 19 thirty (30) consecutive days, ACCGov may, at its option, undertake to complete and install the Project in the Contractor’s absence with the cooperation of the Contractor and/or the Contractor’s heirs and/or assigns only insofar as such options and acts do not violate any terms and conditions set forth in this

Agreement.

ARTICLE 19. SAFETY: Contractor shall take every precaution at all times for the protection of persons and property, including ACCGov's employees and property and its own. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the work under this Agreement. Contractor shall maintain an adequate safety program to ensure the safety of contractor employees, subcontractor employees, and all other individuals working under this Agreement.

In addition, Contractor must also provide the ACCGov with a written safety program that is intended to be followed in pursuing work under this Agreement. No work under this Agreement will be permitted until ACCGov is assured that Contractor has an adequate safety program in effect.

ARTICLE 20. ACCIDENT PREVENTION:

Contractor shall provide and maintain work environments and procedures which will safeguard the public and the ACCGov personnel, property, materials, supplies, and equipment exposed to Contractor operations and activities. For construction or dismantling, demolition, or removal of improvements, the

Contractor shall (a) Provide appropriate safety barricades, signs, and signal lights; (b) Comply with the standards issued by the Secretary of Labor at 29 CFR part 1926 and 29 CFR part 1910; and (c) Ensure that any additional measures the Project Administrator determines to be reasonably necessary for the purposes are taken.

Whenever the Project Administrator becomes aware of any noncompliance with these requirements or any condition which poses a serious or imminent danger to the health or safety of the public or ACCGov personnel, the Project Administrator shall notify the Contractor orally, with written confirmation, and request immediate initiation of corrective action. This notice, when delivered to the Contractor or the

Contractor's representative at the work site, shall be deemed sufficient notice of the noncompliance and that corrective action is required. After receiving the notice, the Contractor shall immediately take corrective action. If Contractor fails or refuses to promptly take corrective action, the Project

Administrator may issue an order stopping all or part of the work until satisfactory corrective action has been taken. Contractor shall not be entitled to any equitable adjustment of the Agreement price or extension of the performance schedule on any stop work order issued under this clause.

ARTICLE 21. OWNERSHIP OF INSTRUMENTS OF SERVICE: The Parties agree that ACCGov shall be the

Owner of the final physical products in the Project, and as such, ACCGov shall make decisions regarding maintenance and disposition of the physical products subject to the terms of this Agreement.

ACCGov acknowledges the Contractor’s Fabrication Documents, including electronic files, as instruments of professional service. Nevertheless, the final Fabrication Documents prepared under this Agreement shall become the property of ACCGov upon completion of the services and payment in full of all monies due to the Contractor. ACCGov shall not reuse or make any modification to the Design Documents without the prior written authorization of the Contractor. Public access to the Design Documents may be required under the Georgia Open Records Act.

ARTICLE 22. NO AGENCY: The Contractor shall perform all work as independent contractors and not as an agent or an employee of ACCGov. The Contractor shall not be supervised by any employee or official of

P a g e 11 | 19

ACCGov nor shall the Contractor exercise supervision over any employee or official of ACCGov. Nothing in this Agreement shall be construed as authority for the Contractor to make commitments that shall bind

ACCGov or to otherwise act on behalf of ACCGov, except as ACCGov may expressly authorize in writing.

If a portion of the work is approved for subcontracting, Contractor shall remain fully liable and responsible for the work to be done by the subcontractor(s) and shall assure compliance with all requirements of this

Agreement.

ARTICLE 23. PERMITS AND RESPONSIBILITIES: The Contractor shall, without additional expense to

ACCGov, be responsible for obtaining any necessary licenses and permits, and for complying with any

Federal, State, and municipal laws, codes, and regulations applicable to the performance of the work.

Contractor shall also be responsible for all damages to persons or property that occurs as a result of the

Contractor's fault or negligence. Contractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work which may have been accepted under the Agreement.

ARTICLE 24. WAIVER: No waiver of performance by either Party shall be construed or operate as a Waiver of any subsequent default of any terms, covenants, or conditions of this Agreement. The payment or acceptance offers for any period after a default shall not be deemed a Waiver of any right or acceptance of defective performance.

ARTICLE 25. GOVERNING LAW AND VENUE: This Agreement, regardless of where executed or performed, shall in all respects be governed by and construed in accordance with the laws of the State of Georgia.

The proper venue for any dispute arising from this Agreement or its subject matter shall be in the Superior

Court of Athens-Clarke County, Georgia, or if federal jurisdiction is applicable, in the U.S. District Court for the Middle District of Georgia, Athens Division.

ARTICLE 26. BINDING EFFECT: This Agreement shall be binding upon and shall inure to the benefit of

ACCGov and the Contractor and their respective successors and assigns as permitted under this

Agreement.

ARTICLE 27. ASSIGNMENT: This Agreement may not be assigned without the prior written approval of all of the Parties. Any purported assignment of this Agreement without such approval shall be absolutely void.

ARTICLE 28. NON-DISCRIMINATION: In matters of employment, provision of services, and contracting, the Contractor agrees to act without regard to race, color, sex, religion, age, national origin, sexual orientation, gender identity, gender expression, or handicapped status. Contractor agrees to abide by and be bound by Chapter 6-21 of the Code of Athens-Clarke County, Georgia, regarding Unlawful

Discrimination and agrees to ensure that any and all subcontractors operating pursuant to this Agreement also agree to abide by and be bound by Chapter 6-21 of the Code of Athens-Clarke County, Georgia.

ARTICLE 29. AMENDMENTS: This Agreement may only be amended by written amendments with the same level of formality as this document agreed to and signed by all of the Parties.

ARTICLE 30. OTHER REMEDIES: The specification of remedies in this Agreement shall not be deemed to be exclusive. ACCGov retains the right to pursue any remedies available for defective or delayed

P a g e 12 | 19 performance, including specifically the right to withhold payments for any damages for defective or delayed performance against any sum due the Contractor under this Agreement.

ARTICLE 31. NOTICES: All notices, requests, demands, and other communications that are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, at the following addresses or such other address as specified in writing from time to time by the party receiving notice:

a. If to ACCGov, to:

Location Address:

SPLOST PROGRAM ADMINISTRATOR

301 College Avenue

Suite 101

Athens, Georgia 30601

Mailing Address:

SPLOST PROGRAM ADMINISTRATOR

P.O. Box 1868

Athens, Georgia 30603

b. If to the CONTRACTOR, to:

Contractor Address

Article 32. OTHER CONTRACTS: ACCGov may undertake or award other contracts for additional work at or near the SCNC. Contractor shall fully cooperate with the other contractors and with ACCGov employees and shall carefully adapt scheduling and performing the work under this Agreement to accommodate the additional work, heeding any direction that may be provided by the Project Administrator. Contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by ACCGov employees.

Article 33. PROTECTION OF EXISTING STRUCTURES, EQUIPMENT, UTILITIES, AND IMPROVEMENTS: The Contractor shall preserve and protect all structures, equipment, and utilities on or adjacent to the work sites, which are not to be removed and which do not unreasonably interfere with the work required under this Agreement. Contractor shall protect from damage all existing improvements and utilities (a) at or near the work site, and (b) on adjacent property of a third party, the locations of which are made known to or should be known by the Contractor. Contractor shall repair any damage to those facilities, including those that are the property of a third party, resulting from failure to comply with the requirements of this Agreement or failure to exercise reasonable care in performing the work. If the Contractor fails or refuses to repair the damage promptly, the Project Administrator may have the necessary work performed and charge the cost to the Contractor.

Article 34. OPERATIONS AND STORAGE AREAS: Contractor shall confine all operations (including storage of materials) on the ACCGov premises to areas authorized or approved by the Project Administrator.

Contractor shall hold and save the ACCGov, its officers and agents, free and harmless from liability of any nature occasioned by the Contractor's performance. Contractor shall, under regulations prescribed by the

P a g e 13 | 19

Project Administrator, use only established roadways, or use temporary roadways constructed by the Contractor when and as authorized by the Project Administrator. When materials are transported in prosecuting the work, vehicles shall not be loaded beyond the loading capacity recommended by the manufacturer of the vehicle or prescribed by any Federal, State, or local law or regulation. When it is necessary to cross curbs or sidewalks, the Contractor shall protect them from damage. Contractor shall repair or pay for the repair of any damaged curbs, sidewalks, or roads.

Article 35. CLEANING UP: Contractor shall at all times keep the work area, including storage areas, free from accumulations of waste materials. Before completing the work, Contractor shall remove from the work and premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of

ACCGov. Upon completing the work, the Contractor shall leave the work area in a clean, neat, and orderly condition satisfactory to the Project Administrator.

ARTICLE 36. TERM: The term of this Agreement shall be for one (1) year from the date of final execution of this Agreement by ACCGov unless mutually agreed to; however, the timeframe regarding the completion of the work shall be as described in Article 4.

(SIGNATURES ON FOLLOWING PAGE.

REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.)

P a g e 14 | 19

IN WITNESS WHEREOF, the Parties hereunto cause this Agreement to be executed in their respective names, effective as of the date of execution by ACCGov.

CONTRACTOR

By: ______________________________________________, Contractor

Printed Name:______________________ Date: ______________

Email:

Phone:

Subscribed before me

This ___ day of ______, 20__

Notary Public SEAL

UNIFIED GOVERNMENT OF ATHENS-CLARKE COUNTY

By: _____________________________________________

MAYOR – Kelly Girtz Date: _____________

ATTEST:___________________________________________

CLERK OF COMMISSION – Gloria J. Spratlin SEAL

P a g e 15 | 19

ATTACHMENT 1: Request for Proposal #025022 as advertised by the ACCGov with Attachments

P a g e 16 | 19

ATTACHMENT 2: Approved Proposal Submitted by the Contractor with Attachments

P a g e 17 | 19

ATTACHMENT 3: Approved Certificates of Insurance as per Agreement - Article 12

P a g e 18 | 19

ATTACHMENT 4: Executed Performance Bond – Section 00610

P a g e 19 | 19

ATTACHMENT 5: Executed Payment Bond – Section 00620

Section 00620

Payment Bond

02/05/2014 SPLOST 2011

STATE OF GEORGIA BOND NO.

COUNTY OF CLARKE

KNOW ALL MEN BY THESE PRESENTS, that we, , as Principal, (hereinafter known as Contractor), and we, , as Surety, are held and firmly bound unto the Unified Government of Athens-Clarke County, Georgia, in the penal sum Dollars

($ ) lawful money of the United States of America, for the payment of which sum will and truly to be made, we bind ourselves, our heirs, personal representatives, successors and assigns, jointly and severally, firmly by these presents.

WHEREAS, said Contractor has entered into a certain Contract Agreement with said Owner, dated

, 20___, for construction of Project known as #25022, SPLOST 2020, Project 15, SANDY CREEK NATURE CENTER EXHIBIT, which Contract Agreement and the

Contract Documents for said Work shall be deemed a part hereof as fully as if set out herein.

NOW, THEREFORE, the condition of this obligation is such, that if said Contractor and all subcontractors to whom any portion of the Work provided for in said Contract Agreement is sublet and all assignees of said Contractor and of such subcontractors shall promptly make payments to all persons supplying them with labor, products, services, or supplies for or in the prosecution of the Work provided for in such Contract Agreement, or in any amendment or extension of or addition to said Contract Agreement, and for the payment of reasonable attorney's fees, incurred by the claimant in suits on this Bond, then the above obligation shall be void; otherwise, it shall remain in full force and effect.

HOWEVER, this Bond is subject to the following conditions and limitations:

(a) Any person, firm or corporation that has furnished labor, products, or supplies for or in the prosecution of the Work provided for in said Contract Agreement shall have a direct right of action against the Contractor and Surety on this Bond, which right of action shall be asserted in a proceeding, instituted in the county in which the Work provided for in said Contract Agreement is to be performed or in any county in which Contractor or Surety does business. Such right of action shall be asserted in proceedings instituted in the name of the claimant or claimants for its use and benefit against said

Contractor and Surety or either party (but not later than one year after the final settlement of said Contract Agreement) in which action such claim or claims shall be adjudicated and judgement rendered thereon.

(b) The Principal and Surety hereby designate and appoint the

, as the agent of each party to receive and accept service of process or other pleading issued or filed in any proceeding instituted on this Bond and hereby consent that such service shall be the same as personal service on the Contractor and/or Surety.

(c) In no event shall the Surety be liable for a greater sum than the penalty of this Bond, or subject to any suit, action or proceeding thereon that is instituted later than one year after the final settlement of said Contract Agreement.

00620 - 2

(d) This Bond is given pursuant to and in accordance with provisions of O.C.G.A. Section

36-91-1 et.seq. hereinafter, and all the provisions of law referring to this character of

Bond as set forth in said Sections or as may be hereinafter enacted, and these are hereby made a part hereof to the same extent as if set out herein in full.

IN WITNESS WHEREOF, the said Contractor has hereunder affixed its signature and seal, and said Surety has hereunto caused to be affixed its corporate signature and seal, by its duly authorized officers, on this day of , 20___, executed in two counterparts.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

00620 - 3

CONTRACTOR – PRINCIPAL:

By:

(name signed)

(name printed or typed)

Title:

Address:

Buford, GA 30518

Attest:

(SEAL)

SURETY:

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

Surety and Insurers must have an A.M. Best Financial Strength Rating of A or higher, with a

Financial Size Category of VII or higher.

END OF SECTION

Section 00610 Performance Bond

STATE OF GEORGIA BOND NO.

COUNTY OF CLARKE

KNOW ALL MEN BY THESE PRESENTS, that we, , as Principal, (hereinafter known as Contractor), and we, , as Surety, do hereby acknowledge ourselves indebted and firmly bound and held unto Unified Government of

Athens-Clarke County, Georgia for use and benefit of those entitled thereto, in the sum of Dollars

($ ) for the payment of which will and truly to be made, in lawful money of the

United States of America, we do hereby bind ourselves, successors, assigns, heirs and personal representatives.

BUT THE CONDITION OF THE FOREGOING OBLIGATION OR BOND IS THIS:

WHEREAS, the Owner has engaged the said Contractor for the sum of Dollars

($ ) for construction of RFP #25022, SPLOST 2020, Project 15, SANDY CREEK

NATURE CENTER EXHIBIT as more fully appears in the Contract Agreement bearing the date of

, 20___, a copy of which Contract Agreement is by reference hereby made a part hereof.

NOW, THEREFORE, if said Contractor shall fully and faithfully perform all the undertakings and obligations under the said Contract Agreement hereinbefore referred to and shall fully indemnify and save harmless the said Owner from all costs and damage whatsoever which it may suffer by reason of any failure on the part of said Contractor to do so, and shall fully reimburse and repay the said Owner any and all outlay and expense which it may incur in making good any such default, and shall correct all defects in products and workmanship appearing within one year of the completion of all Work, then this obligation shall be null and void, otherwise, it shall remain in full force and effect.

And for value received it is hereby stipulated and agreed that no change, extension of time, alteration or addition to the terms of the said Contract Agreement, or in the Work to be performed thereunder, or the Specifications accompanying the same shall in any wise affect the obligations under this Contract Agreement or Bond, and notice is hereby waived of any such damage, extension of time, alteration or addition to the terms of the Contract Agreement or to the Work or to the Contract Documents.

This bond is given pursuant to and in accordance with the provisions of O.C.G.A. Section 36-91-1 et.seq. and all the provisions of the law referring to this character of Bond as set forth in said

Sections or as may be hereinafter enacted, and these are hereby made a part hereof to the same extent as if set out herein in full.

IN WITNESS WHEREOF, the said Contractor has hereunder affixed its signature and seal, and said Surety has hereunto caused to be affixed its corporate signature and seal, by its duly authorized officers, on this day of , 20___, executed in two counterparts.

00610 - 2 Performance Bond

CONTRACTOR – PRINCIPAL:

Buford, GA 30518

SURETY:

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

Surety and Insurers must have an A.M. Best Financial Strength Rating of A or higher, with a

Financial Size Category of VII or higher.

END OF SECTION