2023_ENG_122p_Brannen Street Sidewalk Agreeme.pdf

AGREEMENT

THIS AGREEMENT ( Agreement") is made and entered into this 15 day of December , 2024 by and between the CITY OF STATESBORO, GEORGIA hereinafter referred to as the " City", party of the first part, and CONTRACTOR, hereinafter referred to as " Contractor", party of the second part, WITNESSETH

WHEREAS, and in consideration of the mutual benefits accruing to the parties hereto, the Contractor hereby agrees to perform, and City agrees to compensate Contractor for, all necessary services to provide STATE POINT OF CONTRACT, as described in the proposal dated October

23, 2023 to the Central Services Department, which is attached hereto and incorporated by reference herein ( the " Proposal"), and upon the terms and conditions 'hereinafter provided:

1. That written proposal is attached hereto and hereby made a part of this Agreement Proposal") and the services described in the Proposal are hereinafter referred to as " Scope of Services"; provided, however, that the parties acknowledge and agree that any and all completion dates set forth in the Proposal shall be adjusted by mutual written agreement of the parties to take account of the date, if any, by which this Agreement is executed by both parties.

2. Contractor's compensation for the services outlined in the Scope of Services shall be a Lump Sum of Two Hundred Thirty -Five Thousand, Five Hundred Two Dollars and Fifty Cents $ 235,502.50 .

3. Contractor shall not perform any work that is clearly beyond the " Scope of Services" unless and until such work has been authorized in writing by the City of Statesboro. Contractor's compensation for work that is clearly beyond the " Scope of Services" shall be at a negotiated rate and in this instance, payment shall be made upon certified billing and progress reports to be made monthly to the City by Contractor for work performed during the preceding month, with payment to be made by the City within thirty ( 30) days from receipt of such billing.

4. If any items in any invoices submitted by the Contractor are disputed by the City in good faith for any reason, including the lack of reasonable supporting documentation, City shall temporarily delete the item(s) and shall promptly notify Contractor of the dispute and request clarification and/or remedial action. After the dispute has been settled, Contractor shall include the disputed item on a subsequent regularly scheduled invoice or on a special invoice for the disputed item only. The undisputed portion of the invoices shall, however, be paid within the normal 30 -day period.

5. The Contractor assumes full responsibility for the payment of all assessments, payroll taxes, or contributions, whether State or Federal, as to all Contractor's

City of Statesboro — ENG-122p: Brannen Street Sidewalk

Contract Documents & Technical Specifications employees engaged in the performance of work under this contract. In addition, the Contractor agrees to pay any and all gross receipts, compensation, transaction, sales, use, or other taxes and assessments of whatever nature and kind levied or assessed as a consequence of the work performed or on the compensation paid under this contract; provided, however, that, in no event shall Contractor be responsible for payment of any taxes relating to the City's income.

6. Alterations, deletions, and/or additions to the terms and conditions of this contract may only be made by the mutual written consent of the parties.

7. Any terrn or condition of the Contract which by operation or existence is in conflict with applicable Local, State, or Federal Law shall be rendered void and inoperative.

City and the Contractor agree to accept the remaining terms and conditions.

8. Should any part of this Agreement be declared unenforceable, all remaining sections shall remain in effect.

9. This Agreement is made under, and in all respects shall be interpreted, construed, and governed by and in accordance with, the laws of the State of Georgia. Venue for any legal action resulting from this Agreement shall lie in Bulloch County, Georgia.

10. Contractor hereby covenants and agrees that they will not discriminate, with reference to work to be performed pursuant hereto, against any employee or applicants because of age, race, color, religion, sex, disability, sexual orientation, genetic information or national origin.

11. All data, materials, documents, notes, memoranda, intellectual property, and other information provided or disclosed by Contractor to City, or otherwise used by Contractor to provide or perform any Scope of Services, in connection with this Agreement shall be owned solely and exclusively by Contractor and shall constitute the confidential and proprietary information of Contractor for all purposes hereunder ( all the foregoing, collectively, " Contractor's Confidential Information"). The City shall neither copy, nor disclose nor distribute to any third party, any of Contractor's' Confidential Information without Contractor's prior written consent unless required to do so by the Georgia Open Records Act O.C.G.A. § 50-18-70 et. seq.), other similar laws, in response to a court order, subpoena, or other legal process. Prior to any such disclosure the City shall notify the Contractor. Further, the City shall not use any such Contractor's Confidential Information, except to the extent permitted hereunder. The City's obligations under this Section 11 shall survive any termination or expiration of this Agreement, and promptly after any such termination or expiration, or upon any request by Contractor, the City shall return to Contractor all such Contractor's' Confidential Information and all copies thereof unless the City is required by law to retain the documents. In no event shall the City acquire any ownership or other rights in any

Contractor's Confidential Information, whether by implication or otherwise, except to the extent expressly set forth herein. Subject to the foregoing in this Section 11, Contractor shall make available to the City all data, notes and memoranda completed during the Scope of Services and upon completion of the services will forward to the City the results of the Scope of Services for its use.

12. This Agreement may be terminated by either party at any time and for any reason upon Thirty ( 30 ) days' prior written notice. Upon termination Contractor shall be entitled to payment only for the actual cost of the work completed in conformity with this Agreement and any other costs actually incurred as are permitted by this Agreement.

13. All claims, disputes and other matters arising out of or relating to this Agreement or the breach hereof shall be governed by the laws of the State of Georgia.

14. Contractor agrees, on behalf of City, to comply with the requirements of the Fair Credit Reporting Act. Contractor agrees to give notice to and obtain written authorization from every applicant prior to conducting any background investigation on said applicant.

15. This Agreement is intended by the parties hereto to be the final expression of their Agreement, and it constitutes the full and entire understanding between the parties with respect to the subject hereof, notwithstanding any representations, statements, or agreements to the contrary heretofore made.

r

4/6,.1„L ( G% ,4g Tim anier Construction, LLCWITI tES CONTRACTOR LEGAL

NAME

Vendor Number

Recommended by:

Charles W. Penny, City Manag

APPROV AS TO FORM:

I Cain Smith, City Attorney

ATTEST: CITY OF STATESBORO

By:

Jona an McCollar, Mayor