CONTRACT AGREEMENT

RFP #23-181

RIGHT-OF-WAY ROADWAY MAINTENANCE

This Agreement made and entered into this __ day of _______, in the year 2____; by and between

The City of Johns Creek, Georgia, having its principal place of business at 11360 Lakefield Drive, Johns

Creek, Georgia 30097 and Firm name (“Contractor”), Address, City, State Zip.

WHEREAS, the City hereby contracts with Contractor for the furnishing of professional services in connection with the Project, for the furnishing of such services more particularly described herein in consideration of these premises and of the mutual covenants herein set forth. By executing this Agreement, the Contractor represents to City that it is professionally qualified to do this Project and is licensed to practice services by all public entities having jurisdiction over “Contractor” and the Project; and

WHEREAS, the City of Johns Creek has caused Request for Proposals #23-181 to be issued soliciting proposals from qualified Contractors to furnish all items, labor services, materials and appurtenances called for by them in accordance with this proposal. Selected Contractor is required to provide the services as called for in the specifications; and

WHEREAS, the Contractor submitted a response to the RFP #23-181; and

WHEREAS, the Contractor submitted a response to the RFP# 23-181 and the Contractor’s submittal was deemed by the City of Johns Creek to be the most advantageous per the scope of services dated June 30, 2023.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1.0 Definition

As used in this Agreement, the following terms shall have the meanings ascribed herein unless otherwise stated or reasonably required by the Agreement, and other forms of any defined words shall have a meaning parallel thereto.

City: The City of Johns Creek.

Contractor: The individual or corporation identified on page 1 to labor, materials, and equipment for

Right-of-Way Roadway Maintenance Services.

Contract Documents: Those documents so identified in the Agreement for the Project, including all associated documents. All terms defined in the General Conditions of the Agreement for professional services of the Project shall have the same meaning when used in this Agreement unless otherwise specifically stated or in the case of a conflict in which case the definition used in this Agreement shall prevail in the interpretation of this Agreement.

Contract Sum: The total amount payable by City to Contractor for performance of the Work in accordance with the Contract Documents.

Contract Time: The number of days allotted in the Contract Documents for achieving Substantial

Completion of the Work.

Professional Services: The services, labor, materials, supplies, work, administration, if applicable, and all other acts, duties, and services required of Contractor under this Agreement together and any awarded work order’s with such other services as City may require pursuant to the terms of this

Agreement.

Project Manager: The person employed by City and designated to act as the City’s representative for the Project.

Scope of Services: That work as defined and identified with a time schedule in Exhibit A

(Specifications/Scope of Services) attached hereto and incorporated herein.

2.0 Key Personnel

The City of Johns Creek is entering into this Agreement and has relied upon Contractor’s providing the services of the Key Personnel, if any, identified as such in the body of the Agreement. No Key Personnel may be replaced or transferred without the prior approval of the City’s authorized representative. Any

Contractor personnel to whom the City objects shall be removed from City work immediately. The City maintains the right to approve in its sole discretion all personnel assigned to the work under this Agreement.

3.0 Compensation

3.1 Pricing: The Contractor will be paid for the goods and services sold pursuant to the Contract in accordance with the RFP and final pricing documents as incorporated into the terms of the Contract. Unless clearly stated otherwise in the Standard Contract, all prices are firm and fixed and are not subject to variation. Prices include, but are not limited to, freight, insurance, fuel surcharges, and customs duties. The prices quoted and listed on the attached Cost Proposal, a copy of which is attached hereto as Exhibit B and incorporated herein, shall be firm throughout the term of this Contract.

3.2 Billings: If applicable, and unless the RFP provides otherwise, the Contractor shall submit, on a regular basis, an invoice for goods and services supplied to the City under the Contract at the billing address specified in the Purchase Instrument or Contract. The invoice shall comply with all applicable rules concerning payment of such claims. The City shall pay all approved invoices in arrears and in accordance with applicable provisions of City law. Unless otherwise agreed in writing by the parties, the Contractor shall not be entitled to receive any other payment or compensation from the City for any goods or services provided by or on behalf of the Contractor under the Contract. The Contractor shall be solely responsible for paying all costs, expenses, and charges it incurs in connection with its performance under the Contract. Standard payment terms: Net-30.

3.3 Delay of Payment Due to Contractor’s Failure: If the City in good faith determines that the Contractor has failed to perform or deliver any service or product as required by the Contract, the Contractor shall not be entitled to any compensation under the Contract until such service or product is performed or delivered.

In this event, the City may withhold that portion of the Contractor’s compensation which represents payment for services or products that were not performed or delivered. To the extent that the Contractor’s failure to perform or deliver in a timely manner causes the City to incur costs, the City may deduct the amount of such incurred costs from any amounts payable to Contractor. The City’s authority to deduct such incurred costs shall not in any way affect the City’s authority to terminate the Contract.

3.4 Set-Off Against Sums Owed by the Contractor. In the event that the Contractor owes the City any sum under the terms of the Contract, pursuant to any judgment, or pursuant to any law, the City may set off the sum owed to the City against any sum owed by the City to the Contractor in the City's sole discretion.

3.5 Additional Services: Contractor shall provide, with City’s concurrence, services in addition to those listed in Exhibit A (Specifications/Scope of Services) when such services are authorized in writing through an executed Work order Agreement. Prior to commencing any additional services, Contractor must submit a proposal outlining the additional services, unit costs are to be provided and the fixed “Not to Exceed” lump sum fee therefore. City shall pay Contractor for such services in accordance with the fees based in Exhibit B

(Cost Proposal) attached hereto and incorporated herein. Such services may include, but are not limited to, making computations and determinations of special assessments, making special trips requested by City other that those required by Exhibit A, preparing changes in plans ordered by City, providing services necessitated in the event the Professional Services shall be suspended or abandoned, if such suspension or abandonment is not the result of a breach of this Agreement by the Contractor, and providing any other special services not otherwise covered by this Agreement which may be requested by City.

3.6 Special Services: Contractor may be called on to serve as a Contractor or witness in any litigation, arbitration, legal, or administrative proceeding arising out of this Project. Contractor shall not be compensated by City if its appearance is to defend its own Professional Services. If Contractor is requested, in writing, by

City, to appear as a witness for the City and is entitled to be compensated under the provisions of this paragraph, it will be paid based upon a negotiated fee schedule approved by City.

3.7 Progress Reports: A progress report must be submitted with each payment request indicating the event or service Completed. This report will serve as support for payment to Contractor and the basis for payment in the event project is suspended or abandoned. City’s suspension of the Project for periods of less than one (1) year shall not be grounds for an increase in Total Fee.

3.8 Change in Scope: For substantial modifications in authorized Project scope, and/or specifications previously accepted by City, when requested by City and through no fault of Contractor, the Contractor shall be compensated for time and expense based upon the fee schedule in Exhibit B (Cost Proposal) attached hereto and incorporated herein chargeable for this service; provided, however, that any increase in Total Fee must be approved through a written Supplemental Agreement. Contractor shall correct or revise any errors or deficiencies in its designs, drawings, or specifications without additional compensation when due solely to Contractor’s negligent acts, errors, or omissions. If not solely Contractor fault, then the parties will negotiate an equitable sharing of the fees associated with such changes and the fixed fee will be increased or decreased accordingly. This Agreement may be amended to provide additions, deletions, and revisions in the

Professional Services or to modify the terms and conditions thereof by written Supplemental Agreement.

4.0 General Duties and Responsibilities

4.1 Responsibilities under the General Conditions of the Contract for Professional Services: In addition to the responsibilities herein set forth, Contractor agrees to be responsible for those matters identified in the

General Conditions as being responsibilities of the Contractor. The General Conditions shall be in a form mutually agreeable between the City and Contractor and shall be consistent with the intent and requirements of the Work Order or Task Order Agreement.

4.2 Personnel: Contractor shall assign only qualified personnel to perform any service concerning the Project.

Contractor shall assign a Project Manager to each Work Order or Task Order and provide contact information with their firm’s work order or task order quotation. This person shall be the primary contact with the City’s

Project Manager and shall have authority to bind Contractor with each awarded work order or task order. So long as the individual named above remains actively employed or retained by Contractor, he/she shall perform the function of principal on their assigned Work Order or Task Order project. Personnel changes shall be approved by the City.

4.3 Subcontracting of Service: Contractor shall not subcontract or assign any of the On-Call Professional

Services to be performed under this Agreement without the written consent and approval of City regarding the Professional Services to be subcontracted or assigned and the consulting firm or person proposed to accomplish the subcontracted/assigned portion of the Project. Unless otherwise stated in the written consent to an assignment, no assignment will release or discharge the assignor from any obligation under this

Agreement. Any person or firm proposed for subcontracting Professional Services under this Agreement shall maintain throughout the duration of the Agreement, insurance as provided in Section 11.1 herein, and shall additionally maintain Professional Liability insurance in a minimum amount of $2,000,000 and provide the City with certification thereof unless waived by the City.

4.4 Endorsement: Contractor shall sign and affix licensing seal to all final plans, specifications, estimates and data and shall cause all sub-Contractors to sign and seal their final documents where required by law. Any review or approval by City of any documents prepared by Contractor and/or its Contractors including but not limited to the plans and specifications, shall be solely for the purpose of determining whether such documents are consistent with City’s program and intent and shall not be construed as approval of same by City. No review of such documents shall relieve Contractor of its responsibility for the accuracy, adequacy, fitness, suitability, and coordination of its work product.

4.5 Inspection of Documents: Contractor shall maintain all project records for inspection by City during the contract term and for three (3) years from the date of final payment and shall notify the City prior to their disposal.

5.0 City’s Responsibilities

5.1 Communication: City shall provide to Contractor applicable Program Criteria; examine and timely respond to Contractor submissions; and give written notice to Contractor, who shall respond promptly, whenever City observes or otherwise becomes aware of any defect in the On-Call Professional Services.

5.2 Access: City will provide access for Contractor to enter public and private property necessary to the completion of the Project.

5.3 Duties: City shall furnish and perform the various duties and services in all phases of the Project which are outlined and designated in Exhibit A (Specifications / Scope of Services) attached hereto and incorporated herein, as City’s responsibility.

5.4 Program Criteria: City shall provide full information, including a program which shall set forth City’s objectives, requirements, schedule, constraints, budget with reasonable contingencies, and other necessary design criteria.

5.5 Project Representative: City shall designate a Project Manager to represent City in coordinating Work

Order projects with Contractor, with authority to transmit instructions and define policies and decisions of

City. The City’s Project Manager shall be disclosed with each Work Order.

6.0 Duration of Contract

6.1 Contract Term: The Contract between the City and the Contractor shall begin and end on the dates specified, unless terminated earlier in accordance with the applicable terms and conditions. Pursuant to

O.C.G.A. Section 36-60-13, this Contract shall not be deemed to create a debt of the City for the payment of any sum beyond the fiscal year of execution or, in the event of a renewal, beyond the fiscal year of such renewal.

The initial term of this Contract shall be from October 1, 2023, until September 30, 2024, or such shorter time as may be indicated on the bid document, and all orders issued and postmarked by the Department during said term shall be filled at the contract price.

6.2 Contract Renewal: The City shall have the option, in its sole discretion, to renew the Contract for four (4) additional 1-year terms as defined in the Standard Contract Form by giving the Contractor written notice of the renewal decision at least sixty (60) days prior to the expiration of the initial term or renewal term and requesting Contractor’s written consent for renewal of the Contract. Renewal will depend upon the best interests of the City, funding, and Contractor's performance. Renewal will be accomplished through the issuance of a Notice of Award Amendment. Upon the City's election, in its sole discretion, to renew any part of this Contract, Contractor shall remain obligated to perform in strict accordance with this Contract unless otherwise agreed by the City and the Contractor.

6.3 Contract Extension: In the event that this Standard Contract shall terminate or be likely to terminate prior to the making of an award for a new contract for the identified goods and ancillary services, the City may, with the written consent of Contractor, extend this Contract for such period as may be necessary to afford the

City a continuous supply of the identified goods and ancillary services.

If not set forth in the RFP and/or Contractor’s submittal, the City will determine the basic period of performance for the completion of any of Contractor’s actions contemplated within the scope of this

Agreement and notify Contractor of the same via written notice. If no specific period for the completion of

Contractor’s required actions pursuant to this Agreement is set out in writing, such time period shall be a reasonable period of time based upon the nature of the activity. If the completion of this Contract is delayed by actions of the City, then and in such event the time of completion of this Contract shall be extended for such additional time within which to complete the performance of the Contract as is required by such delay.

This Contract may be extended by mutual consent of both the City and the Contractor for reasons of additional time, additional services and/or additional areas of work.

7.0 Independent Contractor

7.1 The Contractor shall be an Independent Contractor: The Contractor is not an employee, agent or representative of the City of Johns Creek. The successful Contractor shall obtain and maintain, at the

Contractor’s expense, all permits, licenses, or approvals that may be necessary for the performance of the services. The Contractor shall furnish copies of all such permits, licenses, or approvals to the City of Johns

Creek Representative within ten (10) day after issuance.

7.2 Inasmuch as the City of Johns Creek and the Contractor are independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto. The Contractor agrees not to represent itself as the City’s agent for any purpose to any party or to allow any employee of the Contractor to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Contractor shall assume full liability for any contracts or agreements the Contractor enters into on behalf of the City of Johns Creek without the express knowledge and prior written consent of the City.

8.0 Conflict of Interest

8.1 Contractor represents that it has no existing financial interest and will not acquire any such interest, direct or indirect, which could conflict in any manner or degree with the performance of services required under this Agreement and that no person having any such interest shall be subcontracted in connection with this

Agreement, or employed by Contractor. Contractor shall not conduct or solicit any non-City business while on City property or time.

8.2 Contractor will also take all necessary steps to avoid the appearance of a conflict of interest and shall have a duty to disclose to the City prior to entering into this Agreement any and all circumstances existing at such time which pose a potential conflict of interest.

8.3 Contractor is absolutely prohibited from directly or indirectly participating in, or intervening in, any political campaign on behalf of (or in opposition to) any candidate for elective public office of the City.

8.4 Contractor warrants that it has not directly or indirectly offered or given, and will not directly or indirectly offer to give, to any employee, agent, or representative of the City any cash or non-cash gratuity or payment with view toward securing any business from the City or influencing such person with respect to the conditions, or performance of any Agreements with or orders from the City, including without limitation this

Agreement. Any breach of this warranty shall be a material breach of each and every Agreement between the

City and Contractor.

8.5 As a condition of this Agreement, Contractor agrees to comply with the City of Johns Creek Code of

Ethics as set forth with NIGP.

8.6 Should a conflict of interest issue arise, Contractor agrees to fully cooperate in any inquiry and to provide the City with all documents or other information reasonably necessary to enable the City to determine whether or not a conflict of interest existed or exists.

8.7 Failure to comply with the provisions of this section shall constitute grounds for immediate termination of this Agreement, in addition to whatever other remedies the City may have.

9.0 Indemnification

9.1 The Contractor agrees to indemnify, hold harmless, and defend the City, its public officials, officers, employees, and agents from and against liabilities, suits, actions, legal proceedings, claims, demands, damages, costs and expenses (including reasonable attorney’s fees) caused by or resulting from the negligence, recklessness, or intentionally wrongful act or omission of the Contractor, its agents, sub-contractors, or employees in the performance of this Contract.

This provision shall not affect the Contractor’s obligation under workers’ compensation or coverage or the

Contractor’s insurance specifically relating to workers’ compensation, nor shall this apply to any requirement herein that the Contractor purchase a project specific insurance policy, including an owner's or Contractor's protective insurance, builder's risk insurance, installation coverage, project management protective liability insurance, an owner controlled insurance policy, or a contractor controlled insurance policy.

9.2 Notwithstanding the foregoing indemnification clause, the City may join in the defense of any claims raised against it in the sole discretion of the City. Additionally, if any claim is raised against the City, said claim(s) cannot be settled or compromised without the City’s written consent, which shall not be unreasonably withheld.

10.0 Intellectual Property

Contractor warrants that all work produced hereunder, whether in written or electronic form, shall be the original work of the Contractor unless otherwise expressly stated in writing. Contractor hereby grants to the

City a royalty-free, perpetual, irrevocable, worldwide, non-exclusive license to such work for all uses in any medium.

11.0 Insurance

11.1 The Contractor shall, at its own cost and expense, obtain and maintain worker’s compensation and commercial general liability insurance coverage covering the period of this Agreement. Such insurance is to be obtained from a responsible insurance company legally licensed and authorized to transact business in the

State of Georgia. The minimum limit for Worker’s Compensation Insurance shall be the statutory limit for such insurance. The minimum limits for commercial general liability insurance, which must include personal liability coverage will be $1,000,000 per person, $2,000,000 per occurrence for bodily injury, and $500,000 per occurrence for property damage.

11.2 Contractor shall provide certificates of insurance evidencing the coverage requested herein before the execution of this agreement, and at any time during the term of this Agreement. Upon the request of the City, Contractor shall provide proof sufficient to the satisfaction of the City that such insurance continues in force and effect.

12.0 Termination

12.1 Immediate Termination: Pursuant to O.C.G.A. Section 36-60-13, this Contract will terminate immediately and absolutely if the City determines that adequate funds are not appropriated or granted or funds are de-appropriated such that the City cannot fulfill its obligations under the Contract, which determination is at the City's sole discretion and shall be conclusive. Further, the City may terminate the

Contract for any one or more of the following reasons effective immediately without advance notice:

a) In the event the Contractor is required to be certified or licensed as a condition precedent to providing goods and services, the revocation or loss of such license or certification may result in immediate termination of the Contract effective as of the date on which the license or certification is no longer in effect;

b) The City determines that the actions, or failure to act, of the Contractor, its agents, employees, or sub-Contractors have caused, or reasonably could cause, life, health, or safety to be jeopardized;

c) The Contractor fails to comply with confidentiality laws or provisions.

d) The Contractor furnished any statement, representation, or certification in connection with the

Contract or the bidding process which is materially false, deceptive, incorrect, or incomplete; and/or

e) The Contractor is found to have engaged in one or more of the “Conflict of Interest” activities outlined in Section 8.0.

12.2. Termination for Cause. The occurrence of any one or more of the following events shall constitute cause for the City to declare the Contractor in default of its obligations under the Contract:

a) The Contractor fails to deliver or has delivered nonconforming goods or services or fails to perform, to the City’s satisfaction, any material requirement of the Contract or is in violation of a material provision of the Contract, including, but without limitation, the express warranties made by the

Contractor;

b) The City determines that satisfactory performance of the Contract is substantially endangered or that a default is likely to occur;

c) The Contractor fails to make substantial and timely progress toward performance of the Contract;

d) The Contractor becomes subject to any bankruptcy or insolvency proceeding under federal or state law to the extent allowed by applicable federal or state law including bankruptcy laws; the Contractor terminates or suspends its business; or the City reasonably believes that the Contractor has become insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law;

e) The Contractor has failed to comply with applicable federal, state and, local laws, rules, ordinances, regulations and orders when performing within the scope of the Contract;

f) The Contractor has engaged in conduct that has or may expose the City to liability, as determined in the City’s sole discretion; or

g) The Contractor has infringed any patent, trademark, copyright, trade dress, or any other intellectual property rights of the State, the City, or a third party.

12.3 Notice of Default. If there is a default event caused by the Contractor, the City shall provide written notice to the Contractor requesting that the breach or noncompliance be remedied within the period of time specified in the City’s written notice to the Contractor. If the breach or noncompliance is not remedied by the date of the written notice, the City may:

a) Immediately terminate the Contract without additional written notice; and/or

b) Procure substitute goods or services from another source and charge the difference between the

Contract and the substitute contract to the defaulting Contractor; and/or,

c) Enforce the terms and conditions of the Contract and seek any legal or equitable remedies.

12.4 Termination for Convenience. The City may terminate this Agreement for convenience at any time upon thirty (30) day written notice to the Contractor. In the event of a termination for convenience, Contractor shall take immediate steps to terminate work as quickly and effectively as possible and shall terminate all commitments to third-parties unless otherwise instructed by the City. Provided that no damages are due to the City for Contractor’s failure to perform in accordance with this Agreement, the City shall pay Contractor for work performed to date in accordance with Section herein. The City shall have no further liability to

Contractor for such termination.

12.5 Payment Limitation in Event of Termination. In the event of termination of the Contract for any reason by the City, the City shall pay only those amounts, if any, due and owing to the Contractor for goods and services actually rendered up to and including the date of termination of the Contract and for which the City is obligated to pay pursuant to the Contract or Purchase Instrument. Payment will be made only upon submission of invoices and proper proof of the Contractor’s claim. This provision in no way limits the remedies available to the City under the Contract in the event of termination. The City shall not be liable for any costs incurred by the Contractor in its performance of the Contract, including, but not limited to, startup costs, overhead, or other costs associated with the performance of the Contract.

12.6 The Contractor’s Termination Duties. Upon receipt of notice of termination or upon request of the City, the Contractor shall:

a) Cease work under the Contract and take all necessary or appropriate steps to limit disbursements and minimize costs, and furnish a report within thirty (30) days of the date of notice of termination, describing the status of all work under the Contract, including, without limitation, results accomplished, conclusions resulting therefrom, and any other matters the City may require;

b) Immediately cease using and return to the City, any personal property or materials, whether tangible or intangible, provided by the City to the Contractor;

c) Comply with the City’s instructions for the timely transfer of any active files and work product produced by the Contractor under the Contract;

d) Cooperate in good faith with the City, its employees, agents, and Contractor during the transition period between the notification of termination and the substitution of any replacement Contractor;

and

e) Immediately return to the City any payments made by the City for goods and services that were not delivered or rendered by the Contractor.

13.0 Dispute Resolution

City and Contractor agree that disputes relative to the project should first be addressed by negotiations between the parties. If direct negotiations fail to resolve the dispute, the party initiating the claim that is the basis for the dispute shall be free to take such steps as it deems necessary to protect its interests; provided, however, that notwithstanding any such dispute, Contractor shall proceed with the Professional Services as per this Agreement as if no dispute existed, and the City shall continue to make payment for Contractor’s completed services.

14.0 Ownership of Documents

All Documents prepared in connection with this Project shall be the property of the Contractor, whether the

Project for which they are made is constructed or not. However, the Contractor will provide City a copy of all completed or partially completed documents in reproducible form, including but not limited to prints and reproductions. Reports, plans, specifications, and related documents are Contractor’s copyrighted instruments, and at the option of Contractor may so identify them by appropriate markings. Provided that

Contractor is paid for its services, either by termination or completion of services, then City may subsequently use these documents without any additional compensation or agreement of Contractor, however, such use, without written verification or adaptation by Contractor for the specific purpose, intended by City shall be at

City’s sole risk and without liability or legal exposure to Contractor whatsoever. If City does reuse the

Contractor’s documents on another project, it shall retain Contractor or another licensed and insured professional Contractor to review, adapt, and seal such documents. City does not take any responsibility for the use of documents by others. Submission of or distribution of documents to meet regulatory requirements is not to be considered as contrary to any of Contractor’s right to the documents.

15.0 Confidential Information

15.1 Access to Confidential Data. The Contractor’s employees, agents, and sub-Contractors may have access to confidential data maintained by the City to the extent necessary to carry out the Contractor's responsibilities under the Contract. The Contractor shall presume that all information received pursuant to the Contract is confidential unless otherwise designated by the City. If it is reasonably likely the Contractor will have access to the City’s confidential information, then:

The Contractor shall provide to the City a written description of the Contractor's policies and procedures to safeguard confidential information;

Policies of confidentiality shall address, as appropriate, information conveyed in verbal, written, and electronic formats;

The Contractor must designate one individual who shall remain the responsible authority in charge of all data collected, used, or disseminated by the Contractor in connection with the performance of the Contract; and

The Contractor shall provide adequate supervision and training to its agents, employees and sub-

Contractors to ensure compliance with the terms of the Contract. The private or confidential data shall remain the property of the City at all times. Some services performed for the City may require the Contractor to sign a nondisclosure agreement. Contractor understands and agrees that refusal or failure to sign such a nondisclosure agreement, if required, may result in termination of the Contract.

15.2 No Dissemination of Confidential Data. No confidential data collected, maintained, or used in the course of performance of the Contract shall be disseminated except as authorized by law and with the written consent of the City, either during the period of the Contract or thereafter. Any data supplied to or created by the

Contractor shall be considered the property of the City. The Contractor must return any and all data collected, maintained, created, or used in the course of the performance of the Contract, in whatever form it is maintained, promptly at the request of the City.

15.3 Subpoena. In the event that a subpoena or other legal process is served upon the Contractor for records containing confidential information, the Contractor shall promptly notify the City and cooperate with the City in any lawful effort to protect the confidential information.

15.4 Reporting of Unauthorized Disclosure. The Contractor shall immediately report to the City any unauthorized disclosure of confidential information.

15.5 Survives Termination. The Contractor’s confidentiality obligation under the Contract shall survive termination of the Contract.

16.0 Inclusion of Documents

Contractor’s response submitted in response thereto, including any best and final offer, are incorporated in this Agreement by reference and form an integral part of this agreement. In the event of a conflict in language between this Agreement and the foregoing documents incorporated herein, the provisions and requirements set forth in this Agreement shall govern. In the event of a conflict between the language of the RFP, as amended, and the Contractor’s submittal, the language in the former shall govern.

This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

17.0 Compliance with All Laws and Licenses

The Contractor must obtain all necessary licenses and comply with applicable local, state and federal requirements. The Contractor shall comply with all laws, rules, and regulations of any governmental entity pertaining to its performance under this Agreement.

17.1 Georgia Security and Immigration Compliance Act

The parties certify that Contractor has executed an affidavit verifying that [Contractor] has registered and participates in the federal work authorization program to verify information of all new employees, per O.C.G.A. 13-10-90, et seq., and Georgia Department of Labor Regulations Rule 300-

10-1-02. The appropriate affidavit is attached hereto as Exhibit C and incorporated herein by reference and made a part of this contract.

The [Contractor] further certifies that any sub-Contractor employed by [Contractor] for the performance of this agreement has executed an appropriate sub-Contractor affidavit verifying its registration and participation in the federal work authorization program and compliance with

O.C.G.A. 13-10-90, et seq., and Georgia Department of Labor Regulations Rule 300-10-1-02, and that all such affidavits are incorporated into and made a part of every contract between the

[Contractor] and each sub-Contractor.

[Contractor]’s compliance with O.C.G.A. 13-10-90, et seq., and Georgia Department of Labor

Regulations Rule 300-10-1-02 is a material condition of this agreement and [Contractor]’s failure to comply with said provisions shall constitute a material breach of this agreement.

18.0 Amendments in Writing

No amendments to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of the parties.

19.0 Drug-Free and Smoke-Free Work Place

19.1 A drug-free and smoke-free work place will be provided for the Contractor’s employees during the performance of this Agreement.

19.2 The Contractor will secure from any sub-Contractor hired to work in a drug-free and smoke-free work place a written certification so stating and in accordance with Paragraph 7, subsection B of the Official Code of Georgia Annotated Section 50-24-3.

19.3 The Contractor may be suspended, terminated, or debarred if it is determined that:

The Contractor has made false certification herein; or

The Contractor has violated such certification by failure to carry out the requirements of Official

Code of Georgia Annotated Section 50-24-3.

20.0 Additional Terms

Neither the City nor any Department shall be bound by any terms and conditions included in any Contractor packaging, invoice, catalog, brochure, technical data sheet, or other document which attempts to impose any condition in variance with or in addition to the terms and conditions contained herein.

21.0 Antitrust Actions

For good cause and as consideration for executing this Contract or placing this order, Contractor acting herein by and through its duly authorized agent hereby conveys, sells, assigns, and transfers to the City of Johns

Creek all rights, title, and interest to and to all causes of action it may now or hereafter acquire under the antitrust laws of the United States and the State of Georgia relating to the particular goods or services purchased or acquired by the City of Johns Creek pursuant hereto.

22.0 Governing Law

This Agreement shall be governed in all respects by the laws of the State of Georgia. The Superior Court of

Fulton County, Georgia, shall have exclusive jurisdiction to try disputes arising under or by virtue of this contract.

23.0 Entire Agreement

This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein; all prior agreements, representations, statement, negotiations, and undertakings are suspended hereby. Neither party has relied on any representation, promise, nor inducement not contained herein.

24.0 Performance

Performance will be evaluated on a monthly basis. If requirements are not met, City of Johns Creek

Procurement will notify the Contractor in writing stating deficiencies, substitutions, delivery schedule, and/or poor workmanship.

A written response from the Contractor detailing how correction(s) will be made is required to be delivered to the City. Contractor will have thirty (30) days to remedy the situation.

If requirements are not remedied, City of Johns Creek has the right to cancel this Agreement with no additional obligation to Contractor.

25.0 Delay

25.1 Any delay in or failure of performance by City or Contractor, other than the payment of money, shall not constitute a default hereunder if and to the extent the cause for such delay or failure of performance was unforeseeable and beyond the control of the party (Force Majeure).

Contractor shall be entitled to an equitable adjustment in the Contract Time for changes in the time of performance directly attributable to an act of Force Majeure, provided it makes a request for equitable adjustment. Contractor shall not be entitled to an adjustment in the Contract Sum resulting from an act of

Force Majeure.

25.2 Contractor shall be entitled to an equitable adjustment in Contract Time and may be entitled to an equitable adjustment in Contract Sum if the cost or time of Contractor’s performance is changed due to the fault or negligence of City, provided the Contractor makes a request.

25.3 Contractor shall not be entitled to an adjustment in Contract Time or in the Contract Sum for any delay or failure of performance to the extent such delay or failure was caused by Contractor or anyone for whose acts Contractor is responsible.

25.4 To the extent any delay or failure of performance was concurrently caused by the City and Contractor, Contractor shall be entitled to an adjustment in the Contract Time for that portion of the delay or failure of performance that was concurrently caused, provided it makes a request for equitable adjustment according to section 3.8, but shall not be entitled to an adjustment in Contract Sum.

25.5 Contractor shall make all reasonable efforts to prevent and mitigate the effects of any delay, whether occasioned by an act of Force Majeure or otherwise.

26.0 Changes

City, within the general scope of the Agreement, may, by written notice to Contractor, issue additional instructions, require additional services, or direct the omission of services covered by this Agreement. In such event, there will be made an equitable adjustment in price, but any claim for such an adjustment must be made within thirty (30) days of the receipt of said written notice.

27.0 Work Order / Task Order Defined

A Work Order or Task Order shall mean a written order from City authorizing the Contractor’s quote received for a project under the specifications of this agreement. The scope of service and time may be changed only through a signed Work Order / Task Order agreement.

28.0 Assignment

The Contractor shall not assign or subcontract the whole or any part of this Agreement without the City of

Johns Creek’s prior written consent.

29.0 Special Terms and Conditions

(Attached are any special terms and conditions to this contract, if applicable :)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the day and year set forth next to each signature.

CITY OF JOHNS CREEK : CONTRACTOR:

By: ___________________________ By: ________________________________ Signature Signature

Title: _________________________ Title: _______________________________

Name: ________________________ Name: ______________________________ Print Print

Date: _________________________ Date: _______________________________

ATTEST: ______________________ ATTEST: ____________________________

SEAL: SEAL:

EXHIBIT A

SPECIFICATIONS

SCOPE OF SERVICES

Sections A-1, A-2, A-3, A-4 of RFP based on award

EXHIBIT B

COST PROPOSAL

EXHIBIT C

REQUIRED DOCUMENTS

D SECURITY FORM / REQUIRED DOCUMENTS