25_001 Nancy Creek REQUEST FOR PROPOSALS.pdf

REQUEST FOR PROPOSALS #25-001

Nancy Creek Flood Hazard Risk Assessment and Analysis Project

NON-MANDATORY PRE-PROPOSAL MEETING:

July 17, 2024, 11:00 AM EST

VIA ZOOM

https://zoom.us/j/5773450328?pwd=S0o0RkczSmRsWkowMTJpcnJPWHhWQT09&omn=97743033905 Meeting ID: 577 345 0328

Passcode: 031237 +1 301 715 8592 US (Washington DC)

+1 312 626 6799 US (Chicago) +1 646 558 8656 US (New York)

Passcode: 031237

Proposals are due:

August 12, 2024 no later than 2:00 PM EST

Firms offering responses to this RFP (“Offeror(s)”) shall submit sealed proposals (“Proposal(s)”) to be received by the City of Sandy Springs (“City”) no later than August 12, 2024, 2:00 PM EST. The City will only accept online submissions for this RFP through the Bonfire Portal at https://sandysprings.bonfirehub.com/projects/144693/details (“Bonfire”). Any Proposal submitted in any other format (e-mail, paper, fax, mail, etc.) will not be accepted for any reason.

General Information:

A. All communications regarding this procurement must be with the assigned Procurement Officer, Ericka

Kelly, purchasing@sandyspringsga.gov.

B. All questions or requests for clarification must be sent via Bonfire under Message Opportunity Q&A:

https://sandysprings.bonfirehub.com/projects/144693/details. Questions are due no later than July 26, 2024, 5:00 p.m. EST. Questions received after this date and time may not be answered.

C. Questions and clarifications will be answered in the form of an addendum. Any addenda, schedule changes and other important information regarding this procurement will be posted on Bonfire at https://sandysprings.bonfirehub.com/projects/144693/details. It is the Offeror’s responsibility to check

Bonfire for any addenda or other communications related to this procurement.

D. The form of contract (“Contract”) the City intends to execute with the selected Offeror is included as Attachment A for review. Offerors are urged to read this Contract carefully, including exhibits, prior to submitting a Proposal. In general, the City is unable to negotiate or revise Contract provisions. If an Offeror https://zoom.us/j/5773450328?pwd=S0o0RkczSmRsWkowMTJpcnJPWHhWQT09&omn=97743033905 https://sandysprings.bonfirehub.com/projects/105652/details https://sandysprings.bonfirehub.com/projects/105652/details https://sandysprings.bonfirehub.com/projects/view/17847 https://sandysprings.bonfirehub.com/projects/105652/details https://sandysprings.bonfirehub.com/projects/view/17847 believes certain Contract provisions are out of date, not applicable or place an undue burden or cost on the

Offeror or the City, the Offeror must address these concerns in writing during the question-and-answer period.

The Procurement Officer will review and determine the appropriate response. If the City determines a change to the Contract is warranted, an addendum will be posted to this RFP. If an Offeror is unwilling to execute the

Contract, whether modified by addendum or not, a Proposal should not be submitted.

E. The City reserves the right to reject all Proposals and to waive technicalities and informalities, and to make award in the best interest of the City.

F. An Offeror’s RFP Checklist is provided for your convenience below. This checklist is provided for assistance only and should not be submitted with the Proposal.

G. The City is not responsible for any technical difficulties. It is highly recommended that all Offerors submit the Proposals prior to the due date of this solicitation.

TABLE OF CONTENTS

PROPOSAL SIGNATURE AND CERTIFICATION

CORPORATE CERTIFICATE

OFFEROR’S RFP CHECKLIST

SECTION 1: BACKGROUND AND GENERAL INFORMATION

SECTION 2: PROJECT OBJECTIVES, REQUIREMENTS AND OTHER INFORMATION

SECTION 3: SCOPE OF SERVICES

SECTION 4: SUBMITTALS

SECTION 5: CONTENTS OF PROPOSALS AND CRITERIA; EVALUATION

SECTION 6: PRE-SUBMITTAL INQUIRIES

SECTION 7: COMMUNICATIONS

SECTION 8: SCHEDULE OF EVENTS

SECTION 9: TERMS AND CONDITIONS

SECTION 10: CONTRACT INFORMATION

Attachment A: CONTRACT, which includes all Exhibits attached thereto including:

• Scope of Services and/or Contractor Proposal

• Fee Schedule

• Certification of Contractor - Georgia Security and Immigration Compliance Act

• Certification of Contractor - Drug-Free Workplace

• Affidavit Verifying Status for City Public Benefit Application

• Contractor Affidavit Under O.C.G.A. § 13-10-91(b)(1)

• Insurance Requirements

• Notice to Contractors - Compliance with Title VI of the Civil Rights Act of 1964

PROPOSAL SIGNATURE AND CERTIFICATION

I certify that this Proposal is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a Proposal (“Offeror”) for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of state and federal law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of this Proposal and certify that I am authorized to sign this Proposal for Offeror. I further certify that the provisions of O.C.G.A. § 45-10-20, et seq. have not been violated and will not be violated in any respect.

Authorized Signature for Offeror: ____________________________________________________________

Print/Type Name of Signatory: ____________________________________________________________

Print/Type Offeror Name Here: ____________________________________________________________

Date: ____________________________________________________________

CORPORATE CERTIFICATE

I, ____________________________________, certify that: I am the _________________ of the entity named as Offeror in the foregoing Proposal; that ______________________________________________, who signed said Proposal on behalf of the Offeror, was then (title) __________________ of said entity; that said Proposal was duly signed for and in behalf of said entity by authority of its governing body, and is within the scope of its corporate powers; that said entity is duly authorized to do business in the State of Georgia.

This _____________ day of ___________________________, 2024.

(Signature)

(Seal)

Corporate Name: _____________________________________________________ d/b/a: _____________________________________________________

OFFEROR’S RFP CHECKLIST

Critical Things to Keep in Mind When Responding to an RFP for the City of Sandy Springs

A. _______ Read the entire document. Note critical items such as: supplies/services required;

submittal dates; number of copies required for submittal; contract requirements, if any

(e.g. bonding and insurance requirements).

B. _______ Note the Procurement Officer's name, address, phone numbers and e-mail address.

This is the only person you are allowed to communicate with regarding the RFP and is an excellent source of information.

C. _______ Attend the pre-Proposal conference. These conferences provide an opportunity to ask questions, obtain a better understanding of the Project, or to notify the City of any ambiguities, inconsistencies, or errors in the RFP. This conference is voluntary, but all potential Offerors are strongly encouraged to attend.

D. _______ Take advantage of the “question and answer” period. Submit your questions to the

Procurement Officer by the due date listed in the RFP and view the answers given in any formal “addenda” issued for the RFP. All addenda issued for an RFP will be distributed by email to Offerors.

E. _______ Follow the format required in the RFP when preparing a Proposal. Provide point-by-point responses to all sections in a clear and concise manner.

F. _______ Provide complete answers/descriptions. Read and answer all questions and requirements. Don’t assume the City or Evaluation Committee will know what your company’s capabilities are or what items/services you can provide, even if you have previously contracted with the City. Proposals are evaluated based on the information and materials provided in response to the RFP.

G. _______ Use the forms provided, with the RFP document, if any.

H. _______ Review the RFP document again to make sure that you have addressed all requirements.

I. _______ Submit the Proposal on time. Note all the dates and times listed in this RFP, and be sure to submit all required items on time. Late Proposals will not be accepted.

This checklist is provided for assistance only and should not be submitted with your Proposal.

SECTION 1: BACKGROUND AND GENERAL INFORMATION

Background

The Nancy Creek Watershed within the City of Sandy Springs has historically been subjected to severe flooding events threating the life and property of Sandy Springs residents and businesses. The Nancy Creek Watershed originates in Peachtree Corners, Georgia and flows southwesterly to the confluence of Peachtree Creek just upstream of the Chattahoochee River. The watershed has upstream- contributing basin areas from the Cities of Peachtree Corners, Doraville, Chamblee, Dunwoody and Brookhaven prior to its discharge into the City of Sandy Springs. Downstream of the City limits Nancy Creek flows through the City of Atlanta.

The current effective Flood Insurance Study for Fulton County, Georgia and incorporated areas was most recently updated June 19, 2020. The Nancy Creek analysis and floodplain mapping within the current effective study was updated in September 2013. The City engage Manhard Consulting to perform a Future Conditions Flood Study in 2009. The Future Conditions Floodplain Study was completed in 2010. The current effective Flood Insurance Study for Dekalb County, Georgia and Incorporated areas was recently updated August 15, 2019.

Purpose: The flood studies mentioned above appear to be inconsistent with regards to both flood elevation mapping and flood hydraulic and hydrology modeling results. The objective of this assessment and analysis is to perform a flood risk analyses for the watershed within the City limits to include: (1) flood hazard analysis, (2) flood exposure analysis identifying properties which may not be included within the current FEMA Flood Map 1-percent-annual-chance flood areas (3) vulnerability analyses to identify vulnerable properties and critical facilities.

Project Area Description: The study area will include those areas within the City that are contained within City of Sandy Springs City Limits south of Interstate Highway 285 and within the Nancy Creek Basin.

SECTION 2: SCOPE OF SERVICES

This Project design shall include:

Scope:

• 1: Compile study data for the hydrologic and hydraulic analysis for existing flood studies.

• 2: Compile appropriate stream gauge and stream flow data to analyze existing study modeling.

• 3: Analyze historic rainfall data for the watershed.

• 4: Review and analyze existing modeling for the 1% and 0.2% - chance storm events.

• 5: Review and analyze current mapping for the 1% and 0.2% - chance storm events.

• 6: Determine if conditions of previous studies would dictate necessity to revise existing studies.

Project Tasks

The Scope of Services for this Project includes the following tasks:

Project Management:

Project management tasks include consultant-client coordination, meeting documentation, quality assurance/quality control as well as maintaining the Project schedule, budget, and invoicing. The Consultant shall provide written bi-weekly status updates regarding completion status relative to Project milestones (Percent of completion milestones: 30%, 60%, 90%). The City will conduct monthly Project update meetings with the Consultant. A progress report will be required with each invoice. It is expected that all Project deliverables will be reviewed for accuracy and completeness prior to submission to the City. A Final Report for the Project shall be submitted to the City once completed.

Deliverables: Final Report and Flood Hazard Risk Assessment and Analysis for Nancy Creek, which shall include:

• A general description of and recommendations for mitigation of inconsistent flood data and mapping.

• An assessment of existing infrastructure vulnerabilities.

• An assessment of existing property vulnerabilities.

• Explain, in general, the inconsistencies between the currently published studies and data.

• A review and summary along with recommendations relevant to future planning for flood risk mitigation.

SECTION 3: QUALIFICATIONS

The consultant shall be a Registered Professional Engineering Firm licensed in the State of Georgia with experience in Flood Mapping and Hydraulic Analysis.

SECTION 4: SUBMITTALS

Proposals shall be submitted through Bonfire at:

https://sandysprings.bonfirehub.com/projects/144693/details no later than 2:00 p.m. EST on August 12, 2024.

A Proposal received after this date and time or at any other location will not be accepted or considered. The City is not responsible for delays caused for any reason. It is the Offeror’s sole responsibility to submit its Proposal before the required deadline. Hard copy, electronic and facsimile submittals will not be accepted.

SECTION 5: CONTENTS OF PROPOSAL AND CRITERIA EVALUATION

The RFP and Proposals will enable the City to gather additional information and identify qualified companies to perform the Scope of Services described in Section 2. The City will conduct a comprehensive, fair and impartial evaluation of all Proposals received. An evaluation committee (“Evaluation Committee”) will be established by the City to evaluate Proposals. The City reserves the right, among others, to determine that no qualified Proposals have been received and reject all Proposals. Please limit responses to twenty (20) pages.

Contents of Proposal

A Proposal shall contain two (2) components: (1) Technical Proposal; and (2) Cost Proposal. The Technical Proposal and Cost Proposal shall contain the information described below. It is not necessary or desirable to prepare an elaborate or extensive Proposal for this Project; detailed brochures, documentation, artwork, or other superfluous embellishments are unnecessary and are, in fact, discouraged.

The Technical Proposal evaluation criteria consists of the following:

1. Project Understanding

2. Schedule/Statement of Work;

3. Project Manager and Project Personnel; and

4. Similar Experience

A Proposal may score a maximum of ninety (90) points. The required elements of discussion for the four (4) Technical Proposal evaluation criteria and the possible maximum individual scores are:

TECHNICAL

PROPOSAL CRITERIA

DESCRIPTION POINTS

Project Understanding Describe the Offeror’s understanding of the proposed Project as outlined in the RFP and the Offeror’s understanding of the magnitude of the scope of services and the desired outcomes for the Project.

Schedule and Statement of Work

Include a schedule and work plan in sufficient detail to determine how each task shall be accomplished. The work plan should describe how the Offeror proposes to complete the Project, shall be sufficiently detailed to highlight the effectiveness of the Proposal and should spell out how this work can be performed in a cost-effective manner. A schedule for timely completion of the scope of services shall be included. The full analysis and report should be completed within 90 days of Notice to Proceed.

Project Personnel Provide information on the Project Manager and personnel to be assigned to this Project for the Offeror as well as any subcontractors. Personnel should have experience in a variety of fields necessary to complete the requirements of the Project.

Similar Experience Demonstrate that the Offeror and personnel have experience and expertise with the subject matter and have demonstrated performance of work that is similar in type and scope to the Project. The Offeror shall submit a minimum of three (3) projects of similar scope completed in the last five (5) years. Include project description, location, cost, status, and client contact information. The firm should be familiar with flood plain hydrology and hydraulics. The firm should demonstrate a minimum of three years’ experience in the field and should provide a list of recent projects similar to the scope of the RFP.

Cost Proposal

A Cost Proposal shall demonstrate competitive and innovative pricing sheet that incorporates all direct and indirect costs associated with the Project. The

Cost Proposal shall be provided in Bonfire.

Total Points 100

At a minimum, the proposed schedule should include the following milestones:

• Project kick-off meeting

• Preliminary Analysis check

• City comments to Preliminary Analysis.

• Revisions to Analysis per City comments

• Intermediate (60%) Hazard Risk Assessment and Analysis

• 90% draft report review

• Complete 100% Report for review by City

• Provide Final Report and Analysis based on City comments for 100% review.

Cost Proposals will be reviewed for reasonableness and realism against the City’s independent assessment following evaluation of Technical Proposals. Cost Proposals will be evaluated for technically qualified Offerors after the Technical Proposal evaluation is completed. The Cost Proposal is rated by giving the Proposal with the lowest cost the maximum number of points available (10 points).

While the cost proposed for performing the scope of services is an important consideration for Contract award, it is not the only factor upon which award will be made. The City reserves the right to award other than the low Cost Proposal.

Evaluation Criteria

Proposals will be scored and ranked using the evaluation criteria described herein. The City reserves the right to short list and conduct interviews should the need arise to complete the selection process.

The Technical Proposal evaluation criteria consists of the following: Project Understanding/Approach; Project Manager and Project Team; and Relevant Experience. The score of the Technical Proposal totals a possible maximum of ninety (90) points.

Selection Process

1. Interviews

At the City’s discretion, selected Offerors may be interviewed as a part of Proposal evaluation based upon the criteria set out in the RFP, and other qualities demonstrated by the Offeror to differentiate itself from other submittals, such as unique qualities, methodologies, or approaches. Selected Offerors may be asked to provide additional information to the Evaluation Committee regarding demonstrated competence and qualifications, feasibility of implementing the Project as proposed, ability to meet schedules, costing methodology, or other factors as appropriate.

2. Final Approval

The Evaluation Committee will make a recommendation for award, but Mayor and City Council shall have final approval of any award resulting from this solicitation.

3. Financial Information

Information regarding Offeror’s financial history and stability may be required. Upon request, the Offeror shall submit the most recent two (2) years of audited financial statements.

4. Negotiation and Best and Final Offer

a. If the City deems it is in its best interest to retain the services of one (1) or more Offerors, it reserves the right to negotiate a revised scope and/or fees. Negotiations will encompass all phases of work, including but not limited to, any other items the City deems appropriate.

b. If negotiations are successful, the City and the highest-ranking Offeror will enter into a contract to perform the services outlined in this RFP. If an acceptable agreement cannot be reached between the City and the highest-ranking Offeror, the City may choose to negotiate with other Offeror(s).

c. Qualified firms submitting Proposals may be required to submit financial statements for a minimum of two (2) recording periods prior to contract award.

d. Separate meetings with more than one (1) Offeror may be conducted during the same timeframe;

however, negotiation sessions with an Offeror will not be held in the presence of another Offeror.

e. Offerors submitting Proposals should be aware that the Evaluation Committee has sole discretion to determine what offer is in the best interest of the City. Consequently, Offerors are urged to submit the best possible terms in their original submittal.

f. The City reserves the right to request a best and final offer from top ranking Offerors. A best and final offer is an Offeror’s response to the City’s request for the last and most attractive offer to secure a contract for the Project.

SECTION 6: PRE-SUBMITTAL INQUIRIES

All questions or requests for clarification shall be sent via Bonfire under Message - Opportunity Q&A:

https://sandysprings.bonfirehub.com/projects/144693/details or directed to: purchasing@sandyspringsga.gov.

Questions are due no later than July 26, 2024, 5:00 pm EST. Questions received after this date and time may not be answered.

Questions and clarifications will be answered in the form of an addendum. Any addenda, schedule changes and other important information regarding this procurement will be posted on Bonfire at:

https://sandysprings.bonfirehub.com/projects/144693/details

It is the Offeror’s responsibility to check Bonfire frequently for any addenda or other communications related to this procurement.

SECTION 7: COMMUNICATIONS

Questions or comments regarding this procurement shall be submitted in writing via e-mail to the Procurement Officer ONLY (see address below). The Offeror shall clearly reference the section and page numbers of the RFP which are applicable to the question(s) or comment(s) submitted.

Note: Oral questions will not be accepted due to the possibility of misunderstanding or misinterpretation.

Offerors are encouraged to submit questions or comments by no later than July 26, 2024, 5:00 pm EST, to allow for analysis and dissemination of the City's responses in advance of the Proposal due date. Questions received after this date and time may not be answered.

The principal point of contact for this procurement is the Procurement Officer, Ericka Kelly, Contract Specialist for the City. Ericka Kelly can be reached via e-mail at purchasing@sandyspringsga.gov. Until a Contractor is selected and the selection is announced regarding the procurement, elected officials, Evaluation Committee members, employees of the City, and contracted personnel receiving information and documents regarding this procurement are not allowed to communicate regarding the procurement for any reason with any potential or interested contractors, vendors, City staff, or contracted personnel except through the City's Procurement Officer or designated successor.

For violation of this restriction, the City reserves the right to reject the Proposal of any potential or interested contractor or vendor who knowingly participates in such violation. Any City staff or elected officials who violate this restriction acknowledge such conduct may result in an ethics violation pursuant to the City's ethics ordinance and/or disqualification from further participation in, or briefing on, the procurement. All communications concerning this procurement must be directed to the Procurement Officer named in this procurement.

SECTION 8: SCHEDULE OF EVENTS*

EVENT DATE

RFP Release Date 7/10/24

Pre-Proposal Meeting (Non-Mandatory) 7/17/24 (11:00AM)

Deadline for Receipt of Inquiries 7/26/24

Deadline for Posting Written Answers to Inquiries 8/5/24

Proposal Due Date 8/12/24

Proposal Evaluations Completed 8/28/24

Presentations/Interviews (Optional) TBD

Final Selection TBD

*This proposed schedule of events is informational and is subject to change at the discretion of the City.

SECTION 9: TERMS AND CONDITIONS

All Proposals and supporting materials as well as correspondence relating to this procurement become property of the City when received. Any proprietary information contained in the Proposal shall be so indicated; however, a general indication that the entire contents, or a major portion, of the Proposal is proprietary will not be honored.

The following terms and conditions shall also apply:

A. All applicable federal and state laws and City ordinances, licenses and regulations of all agencies having jurisdiction shall apply to Offerors throughout the solicitation and the Project and are incorporated herein.

B. Professionals requiring special licenses shall be licensed in the State of Georgia, and shall be responsible for those portions of the work as may be required by law.

C. No Proposal shall be accepted from, and no contract shall be awarded to, any person, firm, or corporation that (i) is in arrears to the City with respect to any debt, (ii) is in default with respect to any obligation to the City, or (iii) is deemed irresponsible or unreliable by the City.

D. The City shall be able to request of an Offeror satisfactory evidence that it has the necessary financial resources to accomplish the requirements of the contract.

E. From the date this RFP is issued until a Contractor is selected, Offerors are not allowed to communicate with any staff or elected officials of the City regarding this procurement, except at the direction of Ericka Kelly, Buyer and Procurement Officer in charge of this procurement. Any unauthorized contact may disqualify the Offeror from further consideration. Contact information for the single point of contact is as follows:

Ericka Kelly, Buyer

City of Sandy Springs

1 Galambos Way Sandy Springs, Georgia 30328

E-mail: purchasing@sandyspringsga.gov

F. While the City has every intention to make an award as a result of this procurement, issuance of the RFP in no way constitutes a commitment by the City to award and execute a contract. Upon a determination such actions would be in its best interest, the City, in its sole discretion, reserves the right to:

1. Cancel or terminate this RFP at any time. A notice of cancellation will be issued if the RFP is cancelled. Preparation of a Proposal is the Offeror’s sole financial responsibility.

2. The City will not reimburse any Offeror for preparation of its Proposal. Proposals may be returned upon request, if unopened.

3 Reject any or all Proposals received, make a contract award based directly on the Proposals received in the best interest of the City, in its sole discretion, or enter into further discussions with one (1) or more Offerors.

4. Waive and/or amend any undesirable, inconsequential, or inconsistent provisions/specifications of this RFP which would not have significant impact on any Proposal.

5. Make partial award or no award if it is in the best interest of the City to do so.

6. Terminate any contract if the City determines adequate funds are not available or if it is in the City’s best interest to do so.

SECTION 10: CONTRACT INFORMATION

The Contract the City intends to execute with the selected Offeror is included in this RFP as Attachment A.

Offerors are urged to read this Contract carefully prior to submitting a Proposal.

In general the City is unable to negotiate or revise contract provisions. If an Offeror believes certain contract provisions are out of date, not applicable or place an undue burden or cost on the Offeror or the City, the Offeror shall address these concerns in writing during the pre-submittal inquiries period. The Procurement Officer will review and determine the appropriate response. If the City determines a change is warranted; an addendum will be posted to this RFP. If an Offeror is unwilling to execute the Contract, whether modified by addendum or not, a Proposal should not be submitted.

The City may deem any Proposal containing contract changes or exceptions non-responsive and reject the Proposal.

This RFP document, together with its addenda, amendments, attachments, modifications, Offeror’s Proposal, including any amendments, a “best and final offer,” and any clarification question responses, when executed, becomes part of the contract between the parties. The City does not intend to accept alternate terms and conditions to the Contract. All questions are due in writing no later than the date stated on the first page of this RFP. Questions received after this date and time may not be answered.

Prior to award, the apparent selected Offeror may be required to enter into discussions with the City to resolve any contractual differences before an award is made. These discussions shall be finalized and all exceptions resolved within one (1) week of notification; if not, the Proposal may be rejected and discussions initiated with the second highest scoring Offeror.

The selected Offeror shall not begin performance of services requested by this RFP prior to the execution of a formal agreement (based on the Contract) by the City and selected Contractor. Any Contractor beginning performance prior to the execution of a formal agreement shall be deemed to be proceeding at the Contractor’s risk, and shall not be entitled to any compensation for such performance. In addition, the City reserves the right to withdraw or cancel an award.

The City may, by written notice to the selected Offeror, terminate any resulting agreement without cause. The City must give notice of termination to the selected Offeror at least thirty (30) days prior to the effective date of termination.

ATTACHMENT A

CONTRACT

AGREEMENT

This Agreement (“Agreement”) is made this ______ day of _________________ by and between _________________________________________________________________ (“Contractor”), located at

______________________________________________ and the City of Sandy Springs, Georgia (“Sandy

Springs”).

WITNESSETH:

WHEREAS, Contractor is engaged in the business of conducting flood studies and modeling

WHEREAS, Sandy Springs has a need to acquire the Assessment and Analysis services described in the Scope of Services and/or Offeror’s Proposal attached hereto as Exhibit A (“Services”); and

WHEREAS, Contractor is willing and able to render the Services and wishes to perform the Services for Sandy Springs; and

WHEREAS, Sandy Springs wishes to acquire the Services from Contractor;

NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants set forth herein, the parties hereto agree as follows:

1. Services.

Contractor hereby agrees to render the Services to Sandy Springs as set forth in the Scope of Services and/or Contractor Proposal attached hereto as Exhibit A and incorporated herein by this reference. Contractor agrees to perform the Services at the direction of the project manager or designee, in the manner and to the extent required by the parties herein, as may be amended hereafter in writing by mutual agreement of the parties.

2. Compensation.

a. Fee. As consideration for the Services, Sandy Springs shall pay to Contractor the fee described in Exhibit B attached hereto and incorporated herein by this reference.

b. Manner of Payment. Contractor shall, on a monthly basis, prepare and submit to the Sandy Springs Finance Department an invoice, indicating work performed and approved and additional expenses incurred during the applicable time period, together with such supporting documentation as may be required by Sandy Springs. Each compliant invoice shall be paid within thirty (30) days after submission of an invoice.

3. Relationship of Parties.

a. Independent Contractors. Nothing contained herein shall be deemed to create any relationship other than that of independent contractor between Sandy Springs and Contractor This Agreement shall not constitute, create, or otherwise imply an employment, joint venture, partnership, agency or similar arrangement between Sandy Springs and Contractor. It is expressly agreed that Contractor is acting as an independent contractor and not as an employee in providing the Services under this Agreement.

b. Employee Benefits. Contractor shall not be eligible for any benefit available to employees of

Sandy Springs including, but not limited to, workers’ compensation insurance, state disability insurance, unemployment insurance, group health and life insurance, vacation pay, sick pay, severance pay, bonus plans, pension plans, or savings plans.

c. Payroll Taxes. No income, social security, state disability or other federal or state payroll tax will be deducted from payments made to Contractor under this Agreement. Contractor shall be responsible for all FICA, federal and state withholding taxes and workers’ compensation coverage for any individuals assigned to perform the Services for Sandy Springs.

4. Term.

This Agreement shall become effective as of the date of its execution, shall continue in effect until the completion of the work stated in Exhibit A, Scope of Services and/or Contractor Proposal. The term of the Agreement will be contingent upon annual appropriations of funds by the Sandy Springs City Council. The Agreement will terminate at the close of the Project unless earlier terminated in accordance with this Agreement.

5. Termination.

Either party shall have the right to terminate this Agreement if the other party is in default of any obligation hereunder and such default is not cured within ten (10) days of receipt of a notice from the other party specifying such default. “Default” shall mean:

a. If Sandy Springs fails to make payments when due or fails to perform or observe any of its duties or obligations under the terms of this Agreement;

b. If Contractor fails to perform or observe any of its duties or obligations under the terms of this

Agreement;

c. If Sandy Springs or Contractor shall have made any warranty or representation in connection with this Agreement which is found to have been false at the time such warranty or representation was made and is materially harmful to the other party.

d. This Agreement may also be terminated by either party by giving written notice thirty (30) days prior to the effective date of termination.

If this Agreement is terminated pursuant to this paragraph, Contractor shall be exclusively limited to receiving only compensation for the work performed and appropriately documented to and including the effective date identified in the written termination notice.

6. Termination of Services and Return of Property.

Upon the expiration or earlier termination of this Agreement, Contractor shall immediately terminate the Services hereunder and shall deliver promptly to Sandy Springs all property relating to the Services and any Work Product (as defined below), patents or copyrights covered by this Agreement. Work Product shall include, but not be limited to, all hardware and software, written, graphical, and recorded material, and any copies, abstracts or summaries thereof.

7. Standard of Performance and Compliance with Applicable Laws.

Contractor warrants and represents that it possesses the special skill and professional competence, expertise and experience to undertake the Services and the obligations imposed by this Agreement. Contractor agrees to perform in a diligent, efficient, competent and skillful manner commensurate with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances, and to otherwise perform as in necessary to undertake the Services required by this Agreement, including the requirements set forth in the Certification of Contractor - Georgia Security and Immigration Compliance Act attached hereto as Exhibit C, in the Certification of Sponsor Drug Free Workplace attached hereto as Exhibit D, and in the Affidavit Verifying Status for City Public Benefit Application attached hereto as Exhibit E, Contractor Affidavit under O.C.G.A. § 13-10-91(b)(1) attached hereto as Exhibit F, and agrees to execute and provide such certifications to Sandy Springs, which are incorporated into and made a part of this Agreement.

8. Conflicts of Interest.

Contractor warrants and represents that:

a. the Services to be performed hereunder will not create an actual or apparent conflict of interest with any other work it is currently performing; and

b. Contractor is not presently subject to any agreement with a competitor or with any other party that will prevent Contractor from performing in full accord with this Agreement; and

c. Contractor is not subject to any statute, regulation, ordinance or rule that will limit its ability to perform its obligations under this Agreement; and

d. Contractor shall be free to accept other work during the term hereof; provided, however, that such other work shall not interfere with the provision of Services hereunder.

9. Proprietary Information; Non-Solicitation.

Contractor acknowledges that it may have access to and become acquainted with confidential and other information proprietary to Sandy Springs including, but not limited to, information concerning Sandy Springs, its operations, customers, citizens, business and financial condition, as well as information with respect to which Contractor has an obligation to maintain confidentiality (collectively referred to herein as “Proprietary Information”). Contractor agrees not to disclose, directly or indirectly, to anyone or to use or to allow others to use, for any purpose whatsoever, any Proprietary Information of any type, whether or not designated confidential or proprietary, acquired in the course of performing under this Agreement. The obligations of Contractor under this section shall survive the termination of this Agreement.

10. Insurance and Indemnification.

Contractor shall indemnify the City, its officers, agents, servants and employees from and against any and all liability for damages, losses, or expenses to the extent caused by or resulting from the negligence, recklessness, or intentionally wrongful conduct of the Contractor or other persons employed or utilized by the Contractor in the performance of this Agreement. Insurance requirements are attached hereto as Exhibit G and incorporated herein by this reference.

11. Non-Discrimination

During performance of this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender, national origin, age, disability, or military or veteran status, or any other status or classification protected by applicable federal, state and local laws. This practice shall apply to all terms and conditions of employment, including but not limited to, hiring, placement, promotion, termination, layoff, recall, transfer, leave of absence, compensation, and training.

Contractor shall undertake equal employment opportunity efforts to ensure that applicants and employees are treated without regard to their race, color, religion, sex, sexual orientation, gender, national origin, age, disability, or military or veteran status, or any other status or classification protected by applicable federal, state and local laws. Contractor's equal employment opportunity efforts shall include, but not be limited to, all terms and conditions of employment, including but not limited to, hiring, placement, promotion, termination, layoff, recall, transfer, leave of absence, compensation, and training.

Contractor shall, in all solicitations or advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, sex, sexual orientation, gender, national origin, age, disability, or military or veteran status, or any other status or classification protected by applicable federal, state and local laws.

Contractor shall cause the foregoing provisions to be inserted in all subcontracts for any work covered by the

Agreement so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

12. Assignment.

Contractor shall not assign this Agreement or the rights and obligations created herein without the prior express written consent of Sandy Springs. Any attempted assignment by Contractor without the prior express written approval of Sandy Springs may, at Sandy Springs’ sole option, result in the termination of this

Agreement without any notice to Contractor of such termination.

13. Notices.

All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally in hand, or when mailed by certified or registered mail, return receipt requested with proper postage prepaid, addressed to the appropriate party at the following address or such other address as may be given in writing to the parties:

If to Sandy Springs: With copy to:

Eden Freeman, City Manager Dan Lee, City Attorney 1 Galambos Way 1 Galambos Way Sandy Springs, Georgia 30328 Sandy Springs, Georgia 30328

If to Contractor: With copy to:

14. Governing Law and Consent to Jurisdiction.

This Agreement is made and entered into in the State of Georgia and this Agreement and the rights and obligations of the parties hereto shall be governed by and construed according to the laws of the State of

Georgia without giving effect to the principles of conflicts of laws. The Courts in Fulton County, Georgia, shall have jurisdiction over any litigation arising out of this Agreement.

15. Waiver of Breach.

The waiver by either party of a breach or violation of any provision of this Agreement shall not operate or be construed to constitute a waiver of any subsequent breach or violation of the same or other provision thereof.

16. Disputes.

No civil action with respect to any dispute, claim or controversy arising out of or relating to this Agreement may be commenced without first giving fourteen (14) calendar day’s written notice to Sandy Springs of the claim and the intent to initiate a civil action.

17. Severability.

If any provision of this Agreement is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of the Agreement, which shall remain in full force and effect, and enforceable in accordance with its terms.

18. Entire Agreement.

This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior discussions, representations and understandings, whether oral or written.

19. Headings.

This Agreement shall not be interpreted by reference to any of the titles or headings to the sections or paragraphs of this Agreement, which have been inserted for convenience purposes only and are not deemed a part hereof.

20. Interpretation of Exhibits and Exclusion of External References.

The provisions of the main body of this Agreement shall govern the relationship between the City and the Contractor. In the event of conflicts or inconsistencies between this Agreement and its exhibits and attachments, including, but not limited to, those provided by Contractor, the provisions of the main body of this Agreement shall control. Website links inserted by the Contractor into exhibits or attachments to this Agreement shall not govern, alter, control or otherwise affect the provisions of this Agreement and shall be of no force or effect in the construction or interpretation of this Agreement.

21. Copyright, Trademark and Patent Indemnification.

Contractor warrants it has the rights to use and license all products, software and services provided under this agreement. Contractor further agrees to defend and save harmless Sandy Springs against any claims brought by a third party including, without limitation, reasonable attorneys' fees and costs, arising out of or in connection with a claim that the Software, Products and Services used in the scope of this Agreement violated a third party’s trademark, copyright or patent. Copyright, trademark and patent indemnification shall survive the termination, cancellation or expiration of this Agreement.

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized agents, have signed and sealed this Agreement.

CITY OF SANDY SPRINGS, GEORGIA

By: ____________________________________ ___________________________________ Eden Freeman, City Manager Date of Execution

ATTEST:

By: ____________________________________ Raquel Gonzalez, City Clerk

(SEAL) Approved as to Form:

By: ______________________________ City Attorney

(Signatures Continued on Following Page)

CONTRACTOR NAME

By: ____________________________________ ___________________________________ Name: _____________________________ Date of Execution Title: _____________________________

ATTEST:

By: ____________________________________ Secretary

(SEAL)

Witness

EXHIBITS

EXHIBIT A Scope of Services and/or Contractor Proposal

EXHIBIT B Cost Proposal

EXHIBIT C Certification of Contractor – Georgia Security and Immigration Compliance Act

EXHIBIT D Certification of Sponsor Drug-Free Workplace

EXHIBIT E Affidavit Verifying Status for City Public Benefit Application

EXHIBIT F Contractor Affidavit under O.C.G.A § 13-10-91(b) (1)

EXHIBIT G Insurance Requirements

EXHIBIT H Notice to Contractors - Compliance with Title VI of the Civil Rights Act of 1964

EXHIBIT A

SCOPE OF SERVICES AND/OR CONTRACTOR PROPOSAL

(Attached)

EXHIBIT B

COST PROPOSAL (Hourly, Not-To-Exceed)

Grand Total Cost/Price: ____________________________________________.

The fee shall be considered hourly not to exceed. Any change orders shall be first approved by the City and shall be paid in accordance with the approved hourly rates.

The Bid Schedule Cost Estimate shall include all estimated costs, expenses, and pricing (direct and indirect) along with a timeline/schedule in Gantt chart format showing the completion of the Project through solicitation process. Please use above form to provide all cost/pricing.

The Cost Proposal shall include an hourly amount by task and category of each team member for the Project.

The funding for miscellaneous services allows the project manager assigned by the City of Sandy Springs to authorize small amounts of additional services without the time to process a change order.

EXHIBIT C

CERTIFICATION OF CONTRACTOR

GEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT

I hereby certify that I am a principal and duly authorized representative of _____________________________________________ (“Contractor”), whose address is

Contractor hereby agrees to comply with all applicable provisions and requirements of the Georgia Security and Immigration Compliance Act of 2006 (the “Act”), as codified in O.C.G.A. Sections 13-10-90 and 13-10-91 and regulated in Chapter 300-10-1 of the Rules and Regulations of the State of Georgia, "Public Employers, Their Contractors and Subcontractors Required to Verify New Employee Work Eligibility Through a Federal Work Authorization Program," accessed at http://www.dol.state.ga.us, as further set forth below.

Contractor agrees to verify the work eligibility of all of newly hired employees through the U.S. Department of Homeland Security’s Employment Eligibility Verification (EEV) / Basic Pilot Program, accessed through the Internet at https://www.vis-dhs.com/EmployerRegistration, in accordance with the provisions and timeline found in O.C.G.A. 13-10-91 and Rule 300-10-1-.02 of the Rules and Regulations of the State of Georgia. As of July 1, 2007, the verification requirement applies to contractors and subcontractors with five-hundred (500) or more employees.

Contractor understands that the contractor and subcontractor requirements of the Act apply to contracts for, or in connection with, the physical performance of services within the State of Georgia.

Contractor understands that the following contract compliance dates set forth in the Act apply to the Contract Agreement, pursuant to O.C.G.A. 13-10-91:

On or after July 1, 2007, to public employers, contractors, or subcontractors of 500 or more employees;

On or after July 1, 2008, to public employers, contractors, or subcontractors of 100 or more employees; and

On or after July 1, 2009, to all other public employers, their contractors, and subcontractors.

To document the date on which the Act is applicable to Contractor, and to document Contractor’s compliance with the Act, the undersigned agrees to initial one of the three (3) lines below indicating the employee number category applicable to Contractor, and to submit the indicated affidavit with the Contract Agreement if the Contractor has 500 or more employees.

Contractor has:

____ 500 or more employees [Contractor must register with the Employment/Eligibility

Verification/Basic Pilot Program and begin work eligibility verification on July 1, 2007];

http://www.dol.state.ga.us/ https://www.vis-dhs.com/EmployerRegistration

____ 100-499 employees [Contractor must register with the Employment Eligibility Verification/Basic Pilot Program and begin work eligibility verification by July 1, 2008];

or

____ 99 or fewer employees [Contractor must begin work eligibility verification by July 1, 2009].

Contractor further agrees to require O.C.G.A. Sections 13-10-90 and 13-10-91 compliance in all written agreements with any subcontractor employed by Contractor to provide services connected with the Contract Agreement, as required pursuant to O.C.G.A. 13-10-91.

Contractor agrees to obtain from any subcontractor that is employed by Contractor to provide services connected with the Contract Agreement, the subcontractor’s indication of the employee number category applicable to the subcontractor.

Contractor agrees to secure from any subcontractor engaged to perform services under this Contract an executed “Subcontractor Affidavit,” as required pursuant to O.C.G.A. 13-10-91 and Rule 300-10-1-.08 of the Rules and Regulations of the State of Georgia, which rule can be accessed at http://www.dol.state.ga.us.

Contractor agrees to maintain all records of the subcontractor’s compliance with O.C.G.A. Sections 13-10-90 and 13-10-91 and Chapter 300-10-1 of the Rules and Regulations of the State of Georgia.

CONTRACTOR:

Date: _______________________ Signature: _______________________________________________

Title: _______________________________________________ http://www.dol.state.ga.us/

EXHIBIT D

CERTIFICATION OF SPONSOR

DRUG-FREE WORKPLACE

I hereby certify that I am a principal and duly authorized representative of _______________________________

(“Contractor”), whose address is _______________________________________________________________, ________________, __________________________, and I further certify that:

1. The provisions of Section…