EXHIBIT 1 _ Standard County Contract.pdf

2025-042-ITB South Hairston Road at Brasac Drive Safety Improvement – Phase I

DeKalb County Department of Purchasing and Contracting

Maloof Administration Building, 1300 Commerce Drive, 2nd Floor, Decatur, Georgia 30030 _

Insert Date

CONTRACT DOCUMENT FOR

INVITATION TO BID (ITB) NO. 2025-042

FOR

SOUTH HAIRSTON ROAD AT BRASAC DRIVE SAFETY

IMPROVEMENT – PHASE I (120 DAYS)

DEKALB COUNTY, GEORGIA

Jenifer G. Chapital, Procurement Agent, Phone: (404) 371-2569

Email: JChapital@dekalbcountyga.gov

THE RESPONSIBILITY FOR SUBMITTING A RESPONSE TO THIS BID TO THE

DEPARTMENT OF PURCHASING AND CONTRACTING OF DEKALB COUNTY

GOVERNMENT ON OR BEFORE THE STATED DATE AND TIME WILL BE SOLELY

AND STRICTLY THE RESPONSIBILITY OF THE BIDDER.

DEKALB COUNTY

STANDARD FORM NUMBER 7

SAMPLE COUTY CONTRACT

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STATE OF GEORGIA

COUNTY OF DEKALB

CONTRACT FOR CONSTRUCTION

THIS CONTRACT, made as of this ____day of _____, 20___, (hereinafter called the “execution date”) by and between, DEKALB COUNTY, a political subdivision of the State of Georgia

(hereinafter called the “County”) and ________________, a ____________ organized pursuant to the laws of the State of _____________(hereinafter called the “Contractor”).

I. SCOPE OF WORK

A. The term “Work” means the construction, labor, materials, equipment, tools, machinery, testing, temporary services and utilities, supervision, administration, coordination, planning, insurance, bonds, transportation, security, and all other services and things necessary to provide the County with the facilities, improvements, features, and functions in strict conformity with the General Requirements attached hereto as Attachment A, and as described in the Specifications and the Drawings included in the Bid Document Package.

The Contractor agrees to complete the Work in a good, firm, substantial and workmanlike manner in strict conformity with this Contract.

(1) The Work relates to the following Project:

Invitation To Bid 2025-042-ITB south Hairston Road at Brasac Drive Safety Improvement – Phase I (120 DAYS)

(2) Work not included in this Contract (if applicable):

B. Unless otherwise stipulated, the Contractor shall furnish all of the Work in accordance with the Contract and all incidental work necessary to complete the Project in an acceptable manner, ready for use, occupancy, or operation by the County. The Contractor shall be responsible for the entire Work and every part thereof.

II. TIME, TERM AND LIQUIDATED DAMAGES

A. Contract Time. The Contractor shall commence the Work under this Contract within ten

(10) days from the date on the Notice to Proceed. Contractor shall fully complete the Work within 120 calendar days from and including the date on the Notice to Proceed. If the

Change Order only seeks to extend the Contract Time, it may be approved and executed by the DeKalb County Chief Executive Officer or his/her designee and the Contractor in accordance with the terms of this Contract.

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B. Contract Term. As required by O.C.G.A §36-60-13, this Contract shall commence immediately upon the execution date. This Contract shall (i) terminate without further obligation on the part of the County each and every December 31st, as required by O.C.G.A.

§ 36-60-13, as amended, unless terminated earlier in accordance with the termination provisions of this Contract; (ii) automatically renew on each January 1st, unless terminated in accordance with the termination provisions of this Contract; and (iii) terminate absolutely, with no further renewals, on December 31, 20___ , unless extended by Change

Order adopted and approved by the DeKalb County Governing Authority and the

Contractor in accordance with the terms of this Contract.

C. Liquidated Damages. The Contractor acknowledges that time is of the essence with respect to the Work governed by this Contract. Contractor acknowledges and recognizes that if it fails to achieve Substantial Completion of any portion of the Work within the

Contract Time as may be extended in accordance with the terms of this Contract, the

County will sustain substantial losses as a result of such failure. The Contractor further acknowledges that the County will suffer damages that are difficult if not impossible to accurately estimate. Contractor shall pay liquidated damages of $XXXX Dollars

($XXXXXX) for each day that Substantial Completion of the Work is delayed past the

Contract Time. The Contractor agrees that the foregoing rate is a reasonable pre-estimate of the probable damages that the County will suffer if Substantial Completion is delayed, and said daily rate is intended to compensate the County for its damages and is not intended to penalize the Contractor for its delay. The County may deduct such liquidated damages from any unpaid amounts then or thereafter due the Contractor under this Contract. Any liquidated damages not deducted from any unpaid amounts due the Contractor are payable to the County at the County’s demand, together with interest from the date of the demand at a rate equal to seven percent (7%) per annum.

III. PAYMENT

A. Contract Price. As full payment for the faithful performance of this Contract, the County shall pay the Contractor, the Contract Price, which is an amount not to exceed

XXXXXX_($XXXXXX), unless changed by written Change Order in accordance with the terms of this Contract. The term “Change Order” includes the term “amendment” and shall mean a written order authorizing a change in the Work, and an adjustment in Contract Price to

Contractor or the Contract Term, as adopted and approved by the Contractor and the DeKalb

County Governing Authority, or the Chief Executive Officer, if exempted from Governing

Authority adoption and approval in accordance with the express terms of this Contract. The

Chief Executive Officer or his/her designee shall have the authority to approve and execute a

Change Order lowering the Contract Price or increasing the Contract Price up to twenty percent

(20%) of the original Contract Price, provided that the total amount of the increase authorized by such Change Order is less than $100,000.00. If the original Contract or Purchase Order

Price does not exceed $100,000.00, but the Change Order will make the total Contract Price exceed $100,000.00, then the Change Order will require approval by official action of the

Governing Authority. Any other increase of the Contract Price shall be by Change Order adopted and approved by the DeKalb County Governing Authority and the Contractor in accordance with the terms of this Contract. Amounts paid to the Contractor shall comply with

-iii-and not exceed Attachment A, the Contractor’s Cost Proposal, consisting of six (6) page(s) attached hereto and incorporated herein by reference. Payment is to be made no later than thirty (30) days after submittal of undisputed invoice.

B. Retainage and Partial Payments. Partial payments to the Contractor shall be made monthly, based on the value of Work completed as determined by the County, plus the value of materials and equipment suitably stored, insured and protected at the construction site. The Contractor shall submit a payment request for Work completed during the preceding calendar month to the Project Manager for review and approval on or before last day of each month. If approved by the Project Manager or Designated Representative, the approved amount, less retainage, shall be paid to the Contractor thirty (30) days after the date the approved payment request is received by the County Finance Department. If a payment request is not approved by the County, then no payment shall be made to the

Contractor until after the Project Manager or Designated Representative approves the payment request. The amount of retainage shall be as follows:

(1) Ten percent (10%) of each partial payment shall be withheld as retainage until the value of fifty percent (50%) of the Contract Price, including Change Orders and other authorized additions provided in the Contract, is due;

(2) When fifty percent (50%) of the Contract Price, as described above, becomes due and the manner of completion of the Work and its progress, quality, schedule are reasonably satisfactory to the County, and there are no outstanding claims by the

Contractor, Subcontractors, lower tier subcontractors, as that term is defined by state law, or Suppliers, the withholding of retainage shall be discontinued.

(3) If after discontinuing retainage, the County determines that the Work is unsatisfactory or has fallen behind schedule, withholding of ten percent (10%) of each request for payment may be resumed. When the Work has reached Substantial

Completion and the County determines the Work to be reasonably acceptable, the

Contractor shall submit an invoice or other documents as may be required and receive payment of retainage within thirty (30) days. If minor items remain incomplete at that time, an amount equal to two hundred percent (200%) of the value of each item, as determined by the County, shall be withheld until such items are completed.

(4) The Contractor shall within ten days from the Contractor’s receipt of each payment from the County pass through payments to Subcontractors and shall reduce each

Subcontractor’s retainage in the same manner as the Contractor’s retainage is reduced by the County. The Subcontractor shall, within ten days from the

Subcontractor’s receipt of payment, pass through payments to lower tier subcontractors and shall reduce each lower tier subcontractor’s retainage in the same manner as the Subcontractor’s retainage is reduced.

(5) Contractor and County agree to abide by all applicable provisions of Georgia state law concerning retainage, including but not limited to O.C.G.A. § 13-10-80 and 13-

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10-81. If the terms of this contract concerning retainage conflict with state law, state law governs.

(6) For contracts relating to the installation, extension, improvement, maintenance or repair of any water or sewer facility add the following provision: As required by

O.C.G.A. § 13-10-81, Retainage shall be invested by the County at the current market rate and any interest earned on the retained amount shall be paid to the

Contractor when the Project has been completed within the time limits specified and for the price specified in this Contract or in change orders approved in accordance with the terms of this Contract, upon the County’s receipt of certification by the engineer in charge of the Project in the manner and form required by O.C.G.A. §13-10-81.

C. Payment Requests and Invoices. Payment Requests and invoice(s) must be submitted as follows:

(1) Original(s) must be submitted to:

Department of Public Works – Transportation

1950 West Exchange Place

Tucker, GA 30084 dwpelton@dekalbcountyga.gov

(2) Upload in CV360-iSupplier: Vendor- CV360 Login

(3) Upon award, Prime Contractor(s) with Local Small Business Enterprise (LSBE)

Subcontractor(s) shall enter utilization reports electronically at www.dekalblsbe.info. Proof of payment to the LSBE Subcontractor must be uploaded and submitted. LSBE Subcontractors shall confirm receipt of payment from the Prime, electronically also, at www.dekalblsbe.info.

D. Title. All equipment, materials, and Work covered by partial payments shall, upon payment thereof, become the sole property of the County, but this provision shall not be construed as relieving the Contractor from the sole responsibility for the care and protection of equipment, materials, and Work upon which payments have been made, or the restoration of any damaged Work.

E. Final Payment. Within sixty (60) days after the Work is fully completed and accepted by the County, the balance due hereunder shall be paid; provided, however, that final payment shall not be made until said Contractor shall have completed all Work necessary and reasonably incidental to the Contract, including final cleanup and restoration. Acceptance of the Work and the making of final payment shall not constitute a waiver of any claims by the County. All claims by the Contractor for breach of contract, violation of state or federal law, or compensation and extensions of time shall be submitted in writing to the

Chief Executive Officer within sixty (60) days after completion and acceptance of the

Work as herein provided, or all such claims shall be forever barred.

mailto:dwpelton@dekalbcountyga.gov https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fidcs-433bb127b6d54b588d02a96132c6272c.identity.oraclecloud.com%2Fui%2Fv1%2Fsignin&data=05%7C02%7CJChapital%40dekalbcountyga.gov%7C1909059df7a6441d9ca508dd8c09375b%7C292d5527abff45ffbc92b1db1037607b%7C1%7C0%7C638820693403412883%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=zcNR0jvn8eskDVfrpxnqnr7CVMFETSiif5bbV2T%2Flhw%3D&reserved=0 http://www.dekalblsbe.info/ http://www.dekalblsbe.info/

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IV. NOTICE

Any notice or consent required to be given by or on behalf of any party hereto to any other party hereto shall be in writing and shall be sent to the County’s Chief Executive Officer and the

Executive Assistant or to the Contractor or his authorized representative on the work site by (a) registered or certified United States mail, return receipt requested, postage prepaid, (b) personal delivery, or (c) overnight courier service. All notices sent to the addresses listed below shall be binding unless said address is changed in writing no less than fourteen days before such notice is sent. Future changes in address shall be effective upon written notice being given by the

Contractor to the County’s Executive Assistant or by the County to the Contractor’s authorized representative via certified first-class U.S. mail, return receipt requested. Such notices will be addressed as follows:

If to the County:

Chief Executive Officer

The Maloof Center

1300 Commerce Drive, 6th Floor

Decatur, Georgia 30030 and

Executive Assistant

The Maloof Center

1300 Commerce Drive, 6th Floor

Decatur, Georgia 30030

With a copy to: Director of the Department of Purchasing and Contracting

The Maloof Center

1300 Commerce Drive, 2nd Floor

Decatur, Georgia 30030

With a copy to: Department of Transportation

1950 West Exchange Place

Tucker, GA 30084

If to the Contractor:

With a copy to: (Insert Contractor name and address)

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V. FEDERAL WORK AUTHORIZATION

A. Pursuant to O.C.G.A. §13-10-91, the County cannot enter into a contract for the physical performance of services unless the Contractor, its Subcontractor(s) and sub-subcontractor(s), as that term is defined by state law, register and participate in the Federal

Work Authorization Program to verify specific information on all new employees.

B. Contractor certifies that it has complied and will continue to comply throughout the

Contract Term with O.C.G.A. §13-10-91 and any related and applicable Georgia

Department of Labor Rule.

C. Contractor agrees to sign an affidavit evidencing its compliance with O.C.G.A. §13-10-91.

The signed affidavit is attached to this Contract as Attachment B.

D. Contractor agrees that in the event it employs or contracts with any Subcontractor(s) in connection with this Contract, Contractor will secure from each Subcontractor an affidavit that certifies the Subcontractor’s current and continuing compliance with O.C.G.A. §13-

10-91 throughout the Contract Term. Any signed Subcontractor affidavit(s) obtained in connection with this Contract shall be attached hereto as Attachment C.

E. Each Subcontractor agrees that in the event it employs or contracts with any sub-subcontractor(s), each Subcontractor will secure from each sub-subcontractor an affidavit that certifies the sub-subcontractor’s current and continuing compliance with O.C.G.A.

§13-10-91 throughout the Contract Term. Any signed sub-subcontractor affidavit(s) obtained in connection with this Contract shall be attached hereto as Attachment D.

VI. CORPORATE AUTHORITY

Contractor agrees to execute the Certificate of Corporate Authority, attached hereto as

Attachment E. The officials of the Contractor executing this Contract are duly and properly in office and are fully authorized and empowered to execute the same for and on behalf of the

Contractor. Contractor warrants that it has all requisite power and authority to enter into and perform its obligations under this Contract, and that the execution and delivery by the Contractor of this Contract and the compliance by the Contractor with all of the provisions of this Contract

(i) is within the purposes, powers, and authority of the Contractor; (ii) has been done in full compliance with applicable law and has been approved by the governing body of the Contractor and is legal and will not conflict with or constitute on the part of the Contractor a violation of or a breach of or a default under any indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the Contractor is a party or by which the Contractor is otherwise subject or bound, or any license, judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation of any court or governmental agency or body having jurisdiction over the Contractor; and (iii) has been duly authorized by all necessary action on the part of the Contractor. This Contract is the valid, legal, binding and enforceable obligation of the Contractor.

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VII. PERFORMANCE AND PAYMENT BONDS AND INSURANCE REQUIREMENTS

A. Within ten (10) days from the date of Notice of Award of this Contract, the Contractor, as principal, shall give a Contract performance bond, attached hereto as Attachment F and a payment bond, attached hereto as Attachment G, each in the amount of $ XXXXX, for the use of all persons doing work or furnishing skills, tools, machinery, or materials under or for the purpose of this Contract, in accordance with the applicable provisions of Georgia state law, including but not limited to, O.C.G.A. §13-10-1 and §36-91-21 et seq. The bonds shall be underwritten by a surety company licensed to write bonds in the State of Georgia, listed in the most current U.S. Treasury Circular No. 570, and which have a current A.M.

Best rating of "A" (Excellent) with a Financial Size Category of XII or better. The life of these bonds shall extend throughout the Contract Term including a sixty (60) day maintenance period (where applicable) and a twelve-month guarantee period after the completion of Work performed under this Contract. The bonds shall issue on the forms provided by the County as part of this Contract.

B. It is further agreed between the parties hereto that if at any time after the execution of this

Contract and the surety bonds, the County shall deem the surety or sureties upon such bonds to be unsatisfactory, or if, for any reason, such bonds cease to be adequate to cover the performance of the Work, the Contractor shall, at its sole expense and within five (5) days after the receipt of notice from the County to do so, furnish additional bond or bonds in such form and amount and with such surety or sureties as shall be satisfactory to the

County.

C. The Contractor shall, without expense to the County, provide certificates of insurance, and copies of signed insurance policies including declarations pages from companies that are authorized to engage in the insurance business in the state of Georgia and are otherwise acceptable to the County Finance Director or his/her designee, attached hereto as

Attachment H. Such insurance shall be placed with admitted insurers that maintain an

A.M. Best's rating of not less than A (Excellent) with a Financial Size Category of VII or better with coverage forms acceptable to Contractor. The insurance described below shall be maintained uninterrupted for the duration of the project, including any warranty periods, and shall protect Contractor, and others as required by contract, for liabilities in connection with work performed by or on behalf of Contractor, its agents, representatives, employees or Contractors.

(1) Workers Compensation Insurance. Statutory workers compensation insurance is to be provided in compliance with the requirements of Georgia law with limits not less than the following:

Employer’s liability insurance by accident, each accident $1,000,000

Employer’s liability insurance by disease, policy limit $1,000,000

Employer’s liability insurance by disease, each employee $1,000,000

(2) Commercial General Liability Insurance. Commercial general liability insurance is to be provided with limits not less than the following:

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$1,000,000 per occurrence for bodily injury and property damage liability

$1,000,000 personal and advertising injury liability

$2,000,000 general aggregate

$2,000,000 products-completed operations aggregate

$ 100,000 damage to rented premises (each occurrence)

$ 5,000 medical expense (any one person)

(3) Umbrella or Excess Insurance. Umbrella or excess insurance is to be provided with

General Liability, Auto Liability and Employers Liability scheduled as underlying policies with limits not less than the following:

$5,000,000 per occurrence

$5,000,000 aggregate

(4) Comprehensive Automobile Liability Insurance. Comprehensive automobile liability insurance with form coverage is to be provided for all owned, non-owned and hired vehicles with combined single limit of $1,000,000. Automobile liability insurance shall be written on ISO Business Auto Coverage Form CA 0001 (1990 edition or later), or a substitute form providing equivalent coverage, and shall cover liability for bodily injury and property damage arising from the use or operation of any automobile, including those owned, hired or otherwise operated or used by or on behalf of Contractor. The policy must include Broadened Pollution Liability

Endorsement CA9948 12 93.

(5) Builder’s Risk Insurance Coverage (If Applicable). DeKalb County shall procure and maintain Builders Risk Insurance on the entire work which provides “All-risk” form that shall at least include insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire, lightning, extended coverage, theft, vandalism, malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws and Regulations, water damage (other than caused by flood), and such other perils or causes of loss as may be specifically required by Supplementary Conditions) until Final Completion and

Acceptance of the Project. Such policy of insurance shall contain at least the following sub-limits of insurance and deductibles:

Sub-limits:

Property in Transit $1,000,000

Property in Offsite Storage $1,000,000

Plans & Blueprints $25,000

Debris Removal 25% of Insured Physical Loss

Delay in Completion / Soft Cost TBD

Ordinance of Law (Increased Cost of

Construction)

$1,000,000

Flood and Earthquake TBD – Full Contract Value

Deductibles:

Flood and Earthquake $25,000

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Water Damage other than Flood $100,000

All other Perils $10,000

D. The County, its elected officials, officers, employees and agents, hereinafter referred to in this article and in the article entitled “Certificates of Insurance” as “the County and its officers” are to be named as additional insured on all policies of insurance except worker’s compensation insurance with no cross suits exclusion. The County and its officers shall be included as additional insureds under commercial general liability and commercial umbrella insurance, for liabilities arising out of both the ongoing and completed operations of Contractor. Such additional insured coverage shall be endorsed to Contractor’s policy by attachment of ISO Additional Insured Endorsement forms CG 20 10 10 01 (ongoing operations) and CG 20 37 10 01 (products-completed operations), or form(s) providing equivalent coverage.

E. All coverages required of the Contractor will be primary over any insurance or self-insurance program carried by the County.

F. If the Contractor is a joint venture involving two (2) or more entities, then each independent entity will satisfy the limits and coverages specified here or the joint venture will be a named insured under each respective policy specified.

G. In addition to procuring and maintaining commercial general liability insurance, automobile liability and commercial umbrella insurance, for the Contract Term, Contractor shall continue to procure and maintain the products-completed operations liability insurance coverage and commercial umbrella insurance after the Work is substantially complete for the entire Contract Term or for the applicable five-year statutory limitation, whichever is greater. For such period of time, all terms and conditions of such coverage shall remain unchanged, including the limits specified herein and the requirement to provide the County with coverage as an additional insured.

H. Contractor agrees to waive all rights of subrogation and other rights of recovery against the

County and its officers and shall cause each Subcontractor to waive all rights of subrogation for all coverage.

I. Failure of the County to demand such certificate or other evidence of full compliance with these insurance requirements or failure of the County to identify a deficiency from evidence provided will not be construed as a waiver of the Contractor’s obligation to maintain such coverage.

J. Contractor understands and agrees that the purchase of insurance in no way limits the liability of the Contractor.

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VIII. CERTIFICATES OF INSURANCE

A. Certificates shall state that the policy or policies shall not expire, be cancelled or altered without at least sixty (60) days prior written notice to the County. Policies and Certificates of

Insurance listing the County and its officers as additional insureds (except for workers’ compensation insurance) shall conform to all terms and conditions (including coverage of the indemnification and hold harmless agreement) contained in this Contract.

B. The Contractor agrees to name the County and its officers as additional insured on the commercial general liability insurance, using the ISO Additional Insured Endorsement forms

CG20101001 (ongoing operations) and CG20371001 (products-completed operations) forms, or form(s) providing equivalent coverage.

C. Certificates of Insurance must contain the policy number, policy limits, and policy expiration date of all policies issued in accordance with this Contract; the location and operations to which the insurance applies. Certificates must be provided annually for the duration of the project.

If applicable, a specific statement must be included that blasting coverage is included to the extent such risk is present; that Contractor’s protective coverage applies to any Subcontractor’s operations; and Contractor’s contractual liability insurance coverage applies to any

Subcontractor.

D. This insurance for the County as the additional insured shall be as broad as the coverage provided for the named-insured Contractor. It shall apply as primary insurance before any other insurance or self-insurance, including any deductible, non-contributory, and waiver of subrogation provided to the County as the additional insured.

E. The Contractor shall be wholly responsible for securing certificates of insurance coverage as set forth above from all Subcontractors who are engaged in the Work.

F. If the County shall so request, the Contractor will furnish the County for its inspection and approval such policies of insurance with all endorsements, or confirmed specimens thereof certified by the insurance company to be true and correct copies.

G. Contractor shall be responsible and have the financial wherewithal to cover any deductibles or retentions included on the certificate of insurance.

H. Such certificates should be sent to the County and must identify the “Certificate Holder” as follows:

DeKalb County, Georgia

Director of Purchasing & Contracting

The Maloof Center

1300 Commerce Drive, 2nd Floor

Decatur, Georgia 30030

I. Copies of Required Insurance policies with Declarations Page(s) shall be attached hereto as

Attachment H.

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IX. ATTACHMENTS

A. This Contract includes the following Attachments all of which are incorporated herein by reference:

Attachment A, General Requirements, GR-1 through GR-46.

Attachment B, Contractor’s Affidavit.

Attachment C, Subcontractor’s Affidavit(s).

Attachment D, Sub-subcontractor’s Affidavit(s).

Attachment E, Certificate of Corporate Authority or Joint Venture Certificates

Attachment F, Performance Bond and Accompanying Power of Attorney

Attachment G, Payment Bond and Accompanying Power of Attorney

Attachment H, Copies of Required Insurance policies with Declarations Page(s)

B. In addition to the foregoing, the Bid Document Package datedJune 9, 2025, the original of which is maintained in the County’s Department of Purchasing and Contracting, forms an essential part of this Contract as if fully set out herein.

IX. FUNDING CLAUSE

(If Applicable)

The Contractor has been informed and understands that funding for this Contract is provided under the ________ Act and expressly agrees that performance of the Contract, in whole or in part, is contingent upon and subject to the availability of such funding under the ____

_______ Act to DeKalb County, Georgia.

X. FEDERAL AND/OR STATE FUNDING/LAW

(If Applicable)

Insert any requirements pertaining to Federal and/or State funding requirements or other legal requirements.

[SIGNATURES APPEAR ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have set their hands and caused their seals to be electronically affixed hereupon by their authorized representatives, on this ____ day of __________________, 20_____.

NAME OF CONTRACTOR

By: ___________________________

Signature (SEAL)

Name (Typed or Printed)

Title

Federal Tax I.D. Number

Date

ATTEST:

Signature

Name (Typed or Printed

Title

DEKALB COUNTY, GEORGIA

by Dir.(SEAL)

LORRAINE COCHRAN-JOHNSON

Chief Executive Officer

DeKalb County, Georgia

ATTEST:

BARBARA H. SANDERS, CCC

Clerk of the Chief Executive Officer and Board of Commissioners of

DeKalb County, Georgia

APPROVED AS TO SUBSTANCE:

Richard Lemke

PW-Transportation Director

APPROVED AS TO FORM:

County Attorney Signature

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ATTACHMENT A

GENERAL REQUIREMENTS

INDEX TO GENERAL REQUIREMENTS

Section Title

GR-1 Definitions of Terms

GR-2 Prior Use by County

GR-3 Contractor’s Obligations

GR-4 Authority of the County

GR-5 Changes in the Work and Change Orders

GR-6 Time for Completion

GR-7 Schedules, Reports, and Records

GR-8 County’s Right to Suspend or Terminate Work

GR-9 Final Inspection

GR-10 Warranties, Guarantees and Correction of Work

GR-11 Contractor’s Personnel and Independent Contractor Status

GR-12 Subcontracting

GR-13 Assignments

GR-14 Indemnification and Hold Harmless

GR-15 Royalties and Patents

GR-16 Laws and Regulations

GR-17 Permits and Inspection Fees

GR-18 Land and Rights-of-Way

GR-19 Protection of Work, Property, and Persons

GR-20 Prohibited Interests

GR-21 First Source Jobs Ordinance

GR-22 Foreign Corporations

GR-23 Specification and Drawings

GR-24 Contractor’s Submittals

GR-25 As-Built Drawings

GR-26 Examination of Work by Contractor

GR-27 Inspection and Testing of Materials

GR-28 Inspection of Work

GR-29 Requests for Substitutions

GR-30 Rejections of Work and Materials

GR-31 Materials, Services, and Facilities

GR-32 Utilities During Construction

GR-33 Temporary Heat and Air Conditioning

GR-34 Maintenance Manual

GR-35 Weather Conditions

GR-36 Lines, Grades, and Measurements

GR-37 Cleaning Up

GR-38 Barricades

SAMPLE COUNTY CONTRACT

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GR-39 No Third-Party Beneficiary………………………………….

GR-40 Severability

GR-41 Interpretation

GR-42 Prior Contracts; Conflict in Documents……………………..

GR-43 Entire Agreement…………………………………………….

GR-44 Counterparts

GR-45 Venue

GR-46 Right to Audit…………………………………………………

GR-1. DEFINITIONS OF TERMS

The section captions contained in this Contract are for convenience only and do not in any way limit or amplify any term or provision hereof. The use of the terms "hereof," "hereunder" and

"herein" shall refer to this Contract as a whole, inclusive of the Attachments, except when noted otherwise. The use of the masculine or neuter genders herein shall include the masculine, feminine and neuter genders and the singular form shall include the plural when the context so requires. The following terms shall have the meanings indicated:

“Addendum” or “Addenda” shall mean written or graphic instruments issued prior to the execution of the Contract, which modify or interpret the Work, or the Invitation to Bid by additions, deletions, clarifications, or corrections.

“Bid” shall mean the offer of the Bidder submitted on the prescribed form setting forth the price(s) for the Work to be performed.

“Bid Document Package” shall consist of documents entitled as follows: Acknowledgement of Contractor, Advertisement for Bids, Instructions to Bidders, Addenda, Business License, Utility

Systems Contractor’s License, Utility Manager’s Certificate, Utility Foreman’s Certificate, General Contractor’s License, Bidder’s Lump Sum Cost, Bidder’s Unit Price, First Source Jobs

Ordinance Information with Exhibits, LSBE Program Information Sheet with LSBE Exhibits, Certificate of Corporate Bidder, Certificate of Authority/Joint Venture, Bidder’s Affidavit of

Compliance with O.C.G.A.13-10-91, Reference and Release Form, Preferred Employee Tracking

Form, Subcontractor Tracking Form, Bid Bond and Power of Attorney, Public Works Construction

Affidavit and Oath of Successful Bidder, Technical Specifications, and Drawings.

“Bidder” shall mean any person, firm, or corporation submitting a Bid for the Work.

“Bonds” shall mean bid, performance, and payment bonds and other instruments of security, furnished by the Contractor and his surety in accordance with the Contract.

“Change Order” includes the term “amendment” and shall mean a written order authorizing a change in the Work, if applicable, and an adjustment in the Contract Price, Contract Time or

Contract Term, as adopted and approved by the Contractor and the DeKalb County Governing

Authority, or the Chief Executive Officer, if exempted from Governing Authority adoption and approval in accordance with the express terms of this Contract.

“Contract” or “Agreement” shall consist of the written Contract executed by the parties, all attachments to the Contract, Change Orders, Field Orders, and the Bid Document Package. The intent of these documents is for the Contractor to furnish all materials, appliances, tools, labor and services of every kind necessary for the proper execution of the Work, and the terms and conditions of payment therefore.

“Contract Price” shall mean the total monies payable to the Contractor under the terms and conditions of the Contract.

“Contract Time” shall mean the number of days stated in the Contract for the completion of the Work.

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“Contract Term” shall mean the length of time the Contract shall remain in effect.

“Contractor” or “General Contractor” shall mean the individual, firm, joint venture or corporation undertaking the execution of the Work as an independent contractor under the terms of the Contract and acting through his or its agents or employees.

“County” shall mean DeKalb County, Georgia.

“Day(s)” shall mean calendar day(s).

“Drawings” shall mean the part of the Contract which shows, largely through graphical presentation, the characteristics and scope of the Work to be performed and which have been prepared or approved by the County. The Drawings are included in the Bid Document Package.

“Field Order” shall mean a written order issued by an authorized County official/employee to the Contractor during construction effecting a change in the Work by authorizing an addition, deletion, or revision in the Work within the general scope of the Work not involving an adjustment in the Contract Price or a change to the Contract Time or Term. No Field Order shall be valid or effective unless it is signed by the County employee(s) who has been authorized in writing by the

Chief Executive Officer or his/her designee to execute Field Orders.

“Notice of Award” shall mean a written notice of the acceptance of the Bid from the County to the successful Bidder.

“Notice to Proceed” shall mean a written communication issued by the County authorizing the Contractor to proceed with the Work and establishing the date of commencement of the Work.

The effective date of the Notice to Proceed shall be the date set forth on the Notice to Proceed.

“Project” shall mean the undertaking to be performed as provided in the Contract.

“Shall” is mandatory; “may” is permissive.

“Specifications” or “Technical Specifications” shall mean a part of the Contract consisting of written descriptions of a technical nature regarding materials, equipment, construction systems, standards, and workmanship specified for this Project.

“Subcontractor” shall mean any person, firm, or corporation having a direct contract with the

Contractor or with any other Subcontractor for the performance of a part of the Work.

“Submittals” shall mean all shop drawings, diagrams, illustrations, brochures, schedules, samples, and other data which are prepared by the Contractor, a Subcontractor, manufacturer, Supplier, or distributor, which illustrate how specific portions of the Work shall be fabricated or installed.

“Substantial Completion” or “Substantial Completion of the Work” shall mean that date determined by the County when the construction of the Project or an expressly stipulated part thereof is sufficiently completed, in accordance with the Contract, so that the Project or stipulated part can be fully utilized for the purposes for which it is intended.

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“Superintendent” shall mean the Contractor’s authorized on-the-job representative designated in writing by the Contractor prior to commencement of any work.

“Supplier” shall mean any person, supplier, or organization who furnishes materials or equipment for the Work, including that fabricated to a special design, but who does not perform labor at the site.

“Work” shall have the meaning assigned to that term in the article in the Contract entitled

Scope of Work.”

GR-2. PRIOR USE BY COUNTY

Prior to completion of the Work, the County may take over operation and/or use of the

Project or portions thereof. Such prior use of facilities by the County shall not be deemed as acceptance of any Work or relieve the Contractor from any of the requirements of the Contract.

GR-3. CONTRACTOR’S OBLIGATIONS

The Contractor shall, in good workmanlike manner, do and perform all work and furnish all supplies and materials, machinery, equipment, facilities, and all things necessary or proper to perform and complete all the Work within the time herein specified and in accordance with the provisions of this Contract, the Specifications, the Drawings, and any and all supplemental drawings pertaining to the Work. Contractor shall furnish, erect, maintain, and remove such construction, plants, and such temporary works as may be required. Contractor alone shall be responsible for the safety, efficiency, and adequacy of its plant, appliances, and methods, and for any damage which may result from their failure or their improper construction, maintenance, or operation. The Contractor shall observe, comply with, and be subject to all terms, conditions, requirements and limitations imposed by the Contract and local ordinances, and state and federal laws; and shall do, carry on, and complete the entire Work.

GR-4. AUTHORITY OF THE COUNTY

A. The Contractor shall perform all of the Work under the general direction, and to the entire satisfaction, approval, and acceptance of the County. The County shall decide all questions relating to measurements of quantities, the character and acceptability of the Work performed, and as to whether the rate of progress is such that the Work will be completed within the time limit of the Contract. All questions as to the meaning of the Drawings and the Specifications will be decided by the County.

B. The approval of the County of any materials, plant, equipment, Drawings, or of any other items executed, or proposed by the Contractor, shall be construed only to constitute an approval of general design. Such approval shall not relieve the Contractor from the performance of the Work in accordance with the Contract, or from any duty, obligations, performance guarantee, or other liability imposed upon him by the provisions of the Contract.

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C. Whenever in this Contract, the words “directed,” “required,” “permitted,”

“ordered,” or words of like import are used, it shall be understood that the direction, requirement, permission, or order of the County is intended, and similar words, “approved,” “acceptable,” “satisfactory,” or words of like import shall mean approved by, acceptable to, or satisfactory to the County.

GR-5. CHANGES IN THE WORK, FIELD ORDERS, AND CHANGE ORDERS

A. All changes, alterations, or instructions in regard to any feature of the Work that differ from the Drawings and Specifications must be approved in writing by Field

Order or Change Order in all cases. No verbal instruction or order will be regarded as a basis for a claim for extra compensation or time.

B. If a minor change in the Work is found to be necessary due to actual field conditions, the Contractor shall submit detailed drawings and written notification of the problems necessitating such departure for approval by the County before making the change. If the Contractor fails to make such request, no excuse will be entertained thereafter for Contractor’s failure to carry out the Work in the required manner and to provide required guarantees, warranties, and Bonds, and Contractor shall not be entitled to any change in the Contract Price, Contract Time or the

Contract Term.

C. The County may at any time, by issuing a Field Order, make changes in the details of the Work. The Contractor shall proceed with the performance of any changes in the Work so ordered by the County unless such Field Order entitles the Contractor to a change in Contract Price, Time, and/or Term, in which event the Contractor shall give the County written notice thereof within fifteen (15) days after the receipt of the ordered change, and the Contractor shall not execute such changes until it receives an executed Change Order from the County. No extra cost or extension of time shall be allowed unless approved by the County and authorized by execution of a Change Order.

D. The County may at any time order changes within the scope of the Work without invalidating the Contract.

E. No claims for extra cost or time will be considered based on an escalation of prices throughout the Contract Term. The value of any work covered by a Change Order or of any claim for increase or decrease in the Contract Price shall be determined by one of the following methods in the order of precedence listed below.

(1) Unit prices previously approved.

(2) An agreed lump sum.

(3) The actual cost for labor, direct overhead, materials, supplies, equipment, and other services necessary to complete the changed Work. In addition, there shall be added an amount agreed upon but not to exceed fifteen percent

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(15%) of the actual cost of such work to cover the cost of general overhead and profit.

F. The parties’ execution of any Change Order constitutes a final settlement of all matters relating to the change in the Work which is the subject of the Change Order, including, but not limited to, all direct or indirect costs associated with such change and any and all adjustment to the Contract Price and the construction schedule. In the event a Change Order increases the Contract Price, Contractor must include the

Work covered by such Change Orders in requests for payment as if such Work were originally part of the Contract.

GR-6. TIME FOR COMPLETION

A. The Contractor understands and agrees that the date of the beginning of Work, rate of progress, and time for completion of the Work are essential conditions of this

Contract.

B. The Contractor agrees that the Work shall be executed regularly, diligently, and uninterrupted at such rate of progress as will insure its full completion thereof within the Contract Time. It is expressly understood and agreed, by and between the Contractor and the County, that the time for the completion of the Work described herein is a reasonable time for the completion of the same, taking into consideration the average climate range and usual industrial conditions prevailing in this locality.

C. If extraordinary adverse weather conditions are the basis for a claim for additional time, such claim shall be supported by the attachment of records of the National

Oceanic and Atmospheric Administration showing meaningful variances from historic trends thereby substantiating the fact that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction activities. The Contractor shall be entitled to an extension of the Contract Time only for extraordinary adverse weather conditions that unavoidably delay activities scheduled at that time, and then only for the number of days of delay which are due solely to such extraordinary adverse weather conditions. The Contractor is not entitled to any costs associated with extraordinary adverse weather conditions.

D. The County shall not be liable to the Contractor or any Subcontractor for claims or damages of any nature caused by or arising out of delays, regardless of cause. The sole remedy against the County for delays shall be the allowance of additional time for completion of the Work, the amount of which shall be based on actual and unavoidable delay.

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GR-7. SCHEDULES, REPORTS, AND RECORDS

A. The Contractor shall submit to the County such schedule of quantities and costs, progress schedules, payrolls, reports, estimates, records, and other data as the

County may request concerning the Work performed or to be performed. The

Contractor shall also submit a schedule of payments that he anticipates earning during the course of the Work.

B. That Contractor shall coordinate and hold a meeting with its major Subcontractors and the County to discuss the Project schedule. Such meeting shall be held prior to

Commencement of the Work under this Contract, but in no event later than ten (10) days after execution of this Contract by all parties. At that meeting, the Contractor shall present a draft Project schedule, and the Contractor and its Subcontractors shall, in collaboration with the County, assist in the preparation of a detailed and specific construction schedule. The Contractor shall be responsible for preparing and updating such schedule, which shall be complete in all respects and shall, when approved by the County, become the Construction Schedule and be automatically incorporated into the Contract and shall not be changed without the prior written consent of the County. The Construction Schedule shall not exceed the Contract

Time, shall be revised and updated at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract, shall utilize Critical Path Method (CPM) software that is compatible with County software, and shall provide for expeditious and practicable execution of the Work. The Construction Schedule shall be cost-loaded.

C. The Construction Schedule shall, in such detail as the County may require, show the order in which Contractor will carry on the Work, including dates on which the various parts of the Work will start, and the estimated date of completion of each part. It shall also depict all requisite shop drawing submittals and approvals, manufacturing, fabrication, the installation of materials, supplies and equipment, testing, start-up, and training.

D. The Contractor shall prepare and keep current, for the County’s approval, a schedule of submittals which is coordinated with the Construction Schedule and allows the County reasonable time to review submittals. The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the County.

E. In the event the County determines that the performance of the Work has not progressed or reached the level of completion required by the Contract, the County will have the right to order the Contractor to take corrective measures necessary to expedite the progress of construction, including, without limitation, (1) working additional shifts or overtime; (2) supplying additional manpower, equipment, and facilities; and (3) other similar measures (hereinafter referred to collectively as

“Extraordinary Measures”). Such Extraordinary Measures must continue until the progress of the Work complies with the stage of completion required by the

Contract and the Construction Schedule. The County’s right to require

Extraordinary Measures is solely for the purpose of ensuring the Contractor’s compliance with the Construction Schedule. The Contractor is not entitled to an

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GR-8. COUNTY’S RIGHT TO SUSPEND OR TERMINATE WORK

A. Termination for Convenience. County may, for its own convenience and at its sole option, without cause and without prejudice to any other right or remedy of County, elect to terminate the Contract by delivering to the Contractor, at the address listed in the Notices article of this Contract, a written notice of termination specifying the effective date of termination. Such notice shall be delivered to Contractor at least thirty (30) days prior to the effective date of termination.

B. Termination for Default. If the Contractor is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of his creditors, or if a trustee or receiver is appointed for the…