DBB Construction Contract PROJECT NO. (ACRONYM) V. October, 2025

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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

DBB Construction Contract PROJECT NO. (ACRONYM)

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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 Offsite Stored Materials Agreement 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

DBB Construction Contract PROJECT NO. (ACRONYM)

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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. The amount of money payable by the Owner to the Contractor for completion of the Pre- Commencement Services and the Work in accordance with the Contract Documents.

1.1.9.20 Contract Time. The period of time established for completion of the Project by the Contract Documents.

Contract Time commences upon the date specified in the Proceed Order and ends upon the Material Completion and Occupancy Date, as it may be amended.

1.1.9.21 Contractor. The person or entity responsible for the proper completion of the activities described in the Contract Documents and who executes the Contract.

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1.1.9.22 Cost of the Work. The sum of all allowable costs necessarily incurred and paid by Contractor in the proper performance of the Work.

1.1.9.23 Day. Unless otherwise stated, reference to the terms "day," "days," "month," or "months" mean calendar day, calendar days, calendar month, and calendar months, respectively.

1.1.9.24 Defective Work. Work that, for any reason, is not in compliance with the Contract Documents. Defective Work is usually identified in a Notice of Non-Compliant Work.

1.1.9.25 Design Professional Contract. The Contract between the Owner and the Design Professional for the design of the Project.

1.1.9.26 Design Professional. The architect or engineer or architectural or engineering firm selected by Owner (i) for the design and preparation of Contract Documents governing the construction of a Project, or (ii) for construction contract administration under the Contract Documents, or (iii) for both, all such services and the scope thereof to be set forth in the Design Professional Contract. The Design Professional is not an employee of the Owner but is engaged or retained by it for the purpose of performing design and construction administration services for the project. The term “Design Professional” includes architects, engineers, surveyors, designers, and other consultants retained by the Design Professional.

1.1.9.27 Drawings. That part of the Contract Documents prepared or approved by the Design Professional that graphically show the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined.

1.1.9.28 Effective Date of the Contract. The date indicated on the Contract or as otherwise specified therein.

1.1.9.29 Final Certificate, Design Professional’s Certificate of Final Completion. The Certificate issued by the Design Professional stating that all work has been completed in accordance with the terms of the Contract Documents. See Section 6, Project Completion.

1.1.9.30 Final Completion. The full and final completion of all Work in accordance with the Contract Documents.

1.1.9.31 Final Notice of Non-Compliant Work. The Final Notice of Non-Compliant Work issued as a result of the Inspection for Material Completion, also known as the Final Punch List. Upon the completion or correction of this Non- Compliant Work (“punch list” work) the Design Professional will issue the Final Certificate.

1.1.9.32 Hazardous Substances. See Section 1 Part 6.

1.1.9.33 Material Completion and “Material Completion and Occupancy Date”. See Section 6 Part 1.

1.1.9.34 Milestone. A principal event specified in the Contract Documents including the Material Completion and Occupancy Date and other events relating to an intermediate completion date or time.

1.1.9.35 Notice. Written notice. See Article 1.1.5.

1.1.9.36 Notice of Apparent Successful Bid. The written notice by the Owner to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, the Owner will sign and deliver the Contract. The Construction Preparation Period begins on the Effective Date of the Contract. (See Section 2, Part 1.)

1.1.9.37 Notice of Non-Compliant Work. A Notice of Non-Compliant Work shall be in writing, shall be dated, shall be signed by the Design Professional, and shall be addressed to the Contractor with a copy to the Owner, as set forth in Section 3, Part 4 (Correcting the Work) and Section 6, Part 6 (Correcting the Work after Final Payment).

1.1.9.38 Owner. The Board of Regents, by and through a State Agency, identified as such in this Contract with whom Contractor has entered into the Contract and for whom the Work is to be completed.

1.1.9.39 Overall Project Schedule. The Construction Progress Schedule that is approved by the Owner.

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1.1.9.40 Pre-Commencement Phase Services. The services required to be provided by the Contractor for the Pre- Commencement Phase of the Project in accordance with the Contract Documents.

1.1.9.41 Proceed Order. The Proceed Order is a written notice from the Owner that includes a specified date (i.e.

the Proceed Order Date) upon which the Contractor is authorized to commence physical work on the Site. Unless the Proceed Order states otherwise, the Proceed Order Date shall be the date upon which the Proceed Order is actually signed and dated by the Owner’s authorized representative. A Proceed Order is a condition precedent to the execution of any Work on the site by the Contractor. The Proceed Order was formerly referred to as the “Notice to Proceed.”

1.1.9.42 Project. The total and complete undertaking for the public works facility to be constructed under this Contract.

1.1.9.43 Project Manual. A bound manual prepared by the Design Professional. It includes the Invitation to Bid, Instructions to Bidders, the Bid Form, the Specifications, the General Conditions and Supplementary General Conditions.

1.1.9.44 Resident Engineer Inspector. Synonymous with Contract Compliance Specialist. See Paragraph 1.1.9.16.

1.1.9.45 Samples. Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged. The Contractor shall furnish for approval all samples required by the Contract Documents. The Work shall be in accordance with approved samples.

1.1.9.46 Separate Contractor. Any person or entity other than Contractor that enters into an agreement with Owner to perform the construction of all or any portion of the construction on a Project.

1.1.9.47 Site. Lands or areas indicated in the Contract Documents as being furnished by the Owner upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by the Owner that are designated for the use of the Contractor. Also referred to as Project Site, Job Site and Premises.

1.1.9.48 Specifications. That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. The term "Specifications" shall also include all written matter in the Project Manual or on the drawings and any Addenda or Change Orders thereto.

1.1.9.49 Subcontractor. The generic term subcontractor as employed herein includes only those having a direct contract with the Contractor.

1.1.9.50 Submittals. Shop Drawings, schedules, data, catalogue cuts, manufacturers' published recommendations, charts, bulletins, brochures, illustrations, circulars, roughing drawings or formulae, etc., that are specifically prepared, distributed, or assembled by or for Contractor or by Subcontractors, manufacturers, or Suppliers and submitted by Contractor to illustrate some portion of the Work or for use in installing the Work. The Contract Documents shall specify when shop drawings or submittals require the seal of a specialty consultant.

1.1.9.51 Successful Bidder. The responsible Bidder submitting the lowest responsive Bid.

1.1.9.52 Supplier. A manufacturer, fabricator, distributor, supplier, or vendor of goods or equipment in connection with the Work, or any other party having a Contract or Purchase Order with the Contractor or with a Subcontractor to furnish materials or equipment to be incorporated in the Work by the Contractor or a Subcontractor.

1.1.9.53 Trade Contractor. A Subcontractor who furnishes and installs materials according to the plans and specifications of this Project but does not include one who merely furnishes materials. See 1.1.9.49.

1.1.9.54 Underground Facilities. All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including without limitation those that convey electricity, gases, steam, liquid petroleum products, telephone or other

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communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.

1.1.9.55 Unit Price Work. Work to be paid for on the basis of unit prices as defined and described in the Contract Documents. A percentage markup for overhead or profit shall be included in all unit prices.

1.1.9.56 Using Agency. The State entity for which the Project is being constructed. The term may include an institution (e.g., University of Georgia) that is a part of the Board of Regents of the University System of Georgia.

1.1.9.57 Using Agency’s Representative. The Using Agency may designate from time to time a Using Agency’s Representative, who shall work with the Design Professional and the Owner’s Representative as a liaison with the Using Agency.

1.1.9.58 Work. All labor, materials, and services necessary to produce the construction of the Project in accordance with the Contract Documents, including the entire construction or the various separately identifiable parts thereof. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all equipment, fixtures, and supplies into such construction, all as required by the Contract Documents.

PART 2 CONTRACTOR’S GENERAL RESPONSIBILITIES AND DUTIES

1.2.1 Contractor’s…