INVITATION TO BID

25-044 On Call Job Order Contracting (JOC) Services for the City of Sandy Springs

BID DUE DATE & OPENING October 27, 2025, 2:00 PM EST Join Teams Meeting

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NON-MANDATORY PRE-BID CONFERENCE ATTENDANCE

Time: October 9, 2025, 11:30 AM Eastern Time (US and Canada)

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QUESTIONS DUE

October 10, 2025, 5:00 P.M.

Bids shall only be accepted online through the Bonfire Portal at:

https://sandysprings.bonfirehub.com/projects/204026/details

Any proposal submitted in any other format (email, paper, fax, mail, etc.) will not be accepted for any reason.

GENERAL INFORMATION:

1. All communications regarding this solicitation must be with the assigned Procurement Agent, Reginald Starling, purchasing@sandyspringsga.gov.

2. All questions or requests for clarification must be sent via Bonfire under Message Vendor

Discussions: https://sandysprings.bonfirehub.com/projects/204026/details Questions are due no later than October 10, 2025, 5:00 p.m. Questions received after this date and time may not be answered. There is a pre-bid meeting associated with this solicitation.

3. Questions and clarifications will be answered in the form of an addendum. Any addenda, schedule changes and other important information regarding the solicitation related to this solicitation will be posted on Bonfire website at https://sandysprings.bonfirehub.com/projects/204026/details. It is the Offeror’s responsibility to check the Bonfire portal for any addendum or other communications related to this solicitation.

4. The form of contract (“Contract”) the City intends to execute with the successful Offeror is included in this ITB. Offerors are urged to read this Contract, including exhibits carefully prior to submitting https://teams.microsoft.com/l/meetup-join/19%3ameeting_NzMyNWYxZmMtZjQ2ZS00MTAyLWIwYjktZWIzMmM4ODY2NTJm%40thread.v2/0?context=%7b%22Tid%22%3a%22c6279049-e794-4541-8247-8e8261a33321%22%2c%22Oid%22%3a%22193126e2-2c2c-45b9-8206-94f9b81a4203%22%7d tel:+18722428893,,956536277 https://dialin.teams.microsoft.com/7bde058e-8d3a-4017-a0fb-43e6decc2529?id=956536277 https://events.gcc.teams.microsoft.com/event/1767de51-e4f9-4593-84b1-6063771e83d9@c6279049-e794-4541-8247-8e8261a33321 https://sandysprings.bonfirehub.com/projects/204026/details mailto:purchasing@sandyspringsga.gov https://sandysprings.bonfirehub.com/projects/204026/details https://sandysprings.bonfirehub.com/projects/details a bid. 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 must address these concerns in writing during the question-and-answer period. The Procurement Manager will review and determine the appropriate response. If the City determines a change is warranted, an addendum will be posted to this ITB. If a firm is unwilling to execute the Contract, whether modified by addendum or not, a bid should not be submitted.

5. The City of Sandy Springs reserves the right to reject all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Sandy Springs.

6. The City of Sandy Springs is not responsible for any technical difficulties. It is highly recommended that all potential contractors submit their quotes prior to the due date of this solicitation.

TERMS & CONDITIONS

1. All applicable Federal and State of Georgia laws and City of Sandy Springs ordinances, licenses and regulations of all agencies having jurisdiction shall apply to Offerors throughout and are incorporated herein.

2. 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.

3. No bid shall be accepted from, and no contract will 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.

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

5. From the date this ITB is issued until a firm is selected, Offerors are not allowed to communicate with any staff or elected officials of the City regarding this solicitation, except at the direction of

Edward S McAdoo III , Procurement Agent in charge of this solicitation. Any unauthorized contact may disqualify the Offeror from further consideration. Contact information for the single point of contact is as follows:

Edward S McAdoo III, Procurement Agent City of Sandy Springs 1 Galambos Way Sandy Springs, Georgia 30328 Email: purchasing@sandyspringsga.gov

6. All Offerors are hereby notified that any digital content, applications, websites, or technology services provided under this solicitation must comply with the accessibility standards established under the Americans with Disabilities Act (ADA) and Web Content Accessibility Guidelines (WCAG)

2.1 Level AA. Offerors must demonstrate their ability to deliver products and/or services that are accessible to individuals with disabilities, including compatibility with assistive technologies such as screen readers, keyboard navigation, and voice recognition tools.

7. While the City has every intention to make an award as a result of this solicitation, issuance of the

ITB in no way constitutes a commitment by the City to award and execute a contract. Upon a mailto:purchasing@sandyspringsga.gov determination such actions would be in its best interest, the City, in its sole discretion, reserves the right to:

a. Cancel or terminate this ITB at any time. A notice of cancellation will be issued. If the

ITB is cancelled, the City will not reimburse any Offeror for preparation of its Proposal.

Proposals may be returned upon request if unopened;

b. Reject any or all Bids 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;

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

Proposal;

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

e. Terminate any contract if the City determines adequate funds are not available.

8. Gratuities, Rebates, or Kickbacks.

a. Gratuities. It is prohibited for any person to offer, give, or agree to give any City Representative, or for any City Representative to solicit, demand, accept, or agree to accept from another person, a gratuity, rebate or offer of employment in connection with any decision, approval, disapproval, recommendation or preparation of any part of a Procurement requirement or a purchase request, influencing the content of any Specification or Procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any Procurement requirement or a Contract or subcontract, or to any Solicitation or response therefore, in any manner inconsistent with the State of Georgia’s Department of Administrative Services Gratuity Policy located in the Georgia Procurement Manual Section I.4.

b. Kickbacks. It is prohibited for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a Contract to the prime Contractor or higher tier subcontractor, or any person associated therewith, as an inducement for the Award of a subcontract or Purchase Order.

c. Rebates. It is prohibited for any rebate to be offered for the sole purpose of inducement.

Rebates normally or routinely offered to all customers for the purchase of Goods and Services are acceptable and are the property of the City.

d. Nothing in this section shall preclude a City Representative from attending seminars, courses, lectures, briefings, or similar functions at any Vendor's facility or at any other place if any such seminar, course, lecture, briefing, or similar function is for the purpose of furnishing the City Representative with knowledge and information relative to the Vendor's Goods or Services and is one the City Manager determines would be beneficial to the City. In connection with any such seminar, course, lecture, briefing, or similar function, nothing shall preclude the City Representative from receiving meals from a Vendor. Nothing in this section shall preclude the City Representative from receiving educational materials and business-related items of not more than nominal value from a Vendor. Nothing contained in this section shall permit the City Representative to accept Free travel from the Vendor outside the State of Georgia or free lodging in or outside the State of Georgia.

DEFINITIONS

SSRP: Sandy Springs Recreation & Parks Department

SSF: Sandy Springs Facilities Department

ADA: Americans with Disabilities Act. The federal act that gives civil rights protections to the disabled similar to those provided to individuals based on race, color, sex, national origin, age and religion. It guarantees equal opportunity for individuals with disabilities in public accommodations, employment, transportation, state and local government services and telecommunications.

CONTRACT DOCUMENTS: Contract Agreement. General Conditions, Appendices, Special Provisions, Technical Specifications, Drawings and Plans, Bidding Documents, Exhibits

Alternate bids: the amount stated in the bid or proposal to be added to or deducted from the amount of the base bid or base proposal if the corresponding change in project scope or alternate materials or methods of construction is accepted.

Base bid: the amount of money stated in the bid or proposal as the sum for which the bidder or proposer offers to perform the work.

Change Order: an alteration, addition, or deduction from the original scope of work as defined by the contract documents to address changes or unforeseen conditions necessary for project completion.

Construction Manager: Shall mean the individual(s) designated in writing as awardees from this procurement.

Work hours for the project are between 8:00 AM-5:00 PM Monday through Friday.

Other than Normal Work Hours: Work Performed outside of the normal working hours including City acknowledge holidays.

Contractor: shall mean the party of the second part to the Contract Agreement or the authorized and legal representative of such party.

Contract Documents: include the Contract Agreement, Contractor's Bid (including all documentation accompanying the Bid and any post-Bid documentation required by the County prior to the Notice of Award), Bonds, all Special Conditions, General Conditions, Supplementary Conditions, Specifications, Drawings and addenda, together with written amendments, change orders, field orders and the Construction Manager's written interpretations and clarifications issued in accordance with the General Conditions on or after the date of the Contract Agreement.

Shop drawing submittals reviewed in accordance with the General Conditions, geotechnical investigations and soils report and drawings of physical conditions in or relating to existing surface structures at or contiguous to the site are not Contract Documents.

Contract Price: The sum specified in the Agreement to be paid to the Contractor in consideration of the Work.

Contract Time: shall mean the number of consecutive calendar days as provided in the Contract Agreement for completion of the Work, to be computed from the date of Notice to Proceed.

Owner or City; shall mean the City of Sandy Springs (“COSS”) , party of the first part to the Contract Agreement, or its authorized and legal representatives.

Day - A calendar day of twenty-four hours lasting from midnight of one day to midnight the next day.

Director: Director of the Recreation & Parks Department and/or Director of Facilities/Capital

Construction and Building Operations.

Final Completion: shall mean the completion of all work as required in accordance with the terms and conditions of the contract documents.

Liquidated Damages: shall mean the amount, stated in the Contract Agreement, which the Contractor agrees to pay to the Owner for each consecutive calendar day beyond the Contract time required to complete the Project or for failing to comply with associated milestones. Liquidated Damages will end upon written notification from the Owner of Final Acceptance of the Project or upon written notification of from the Owner of completion of the milestone.

Notice to Proceed: A written communication issued by the County to the Contractor authorizing it to proceed with the work, establishing the date of commencement and completion of the work, and providing other direction to the Contractor.

Products: Shall mean materials or equipment permanently incorporated into the work.

Project Manual: The Contract Documents.

Provide: shall mean to furnish and install

Substantial Completion: The date certified to the Construction Manager when all or part of the work, as established pursuant to the General Conditions 0700-81, is sufficient completed in accordance with the requirements of the contract documents so that the identified portion of the work can be utilized for the purposes for which it is intended.

Work or Project: All of the services specified, indicated, shown or completed by the contract documents, and furnished by the Contractor of all materials, equipment, labor, methods, processes, construction and manufacturing materials, and equipment, tools, plans, supplies, water, transportation, and other things necessary to complete such services in accordance with the contract documents to insure a functional and complete facility.

Summary/Scope of Work

The work includes a collection of detailed repair and construction tasks and specifications that have established unit prices. It is placed with a General Contractor for the accomplishment of repair, alteration, modernization, maintenance, rehabilitation, construction, etc. of buildings, structures, or other real property. All work shall be in conformance with the contract documents, drawings and City of Sandy Springs Standards and Specifications. This being a miscellaneous standby contract; the location of the work will be in various locations throughout the City of Sandy Springs. Projects will be assigned by issuance of a Notice to Proceed (NTP) for that individual project. The City of Sandy Springs seeks to award one (1) or more with a maximum of three (3). A JOC is a competitive bid, firm fixed priced, indefinite quantity contract. The Work includes a collection of Tasks and related specifications that have pre-established unit pricing. The typical Job Order value shall be within a $10,000-$100,000. The maximum value of any individual job shall not exceed $500.00.00

Project Location

The projects will be located at various locations throughout Sandy Springs, GA.

Quantities

The Owner reserves the right to alter the quantities of work to be performed or to extend or shorten the improvements at any time when and as found necessary, and the Contractor shall perform the work as altered, increased or decreased. Payment for such increased or decreased quantity will be made in accordance with the Instructions to Bidders. No allowance will be made for any change in anticipated profits nor shall such changes be considered as waiving or invalidating any conditions or provisions of the Contract and Bond.

Partial Owner Occupancy

The existing facilities to which these improvements are being made will continue operation during the period of construction.

Coordination of Work

A. The Contractor shall coordinate the work with third parties (such as power, natural gas, or telephone companies) in areas where such parties may have rights to underground property or facilities.

B. The Contractor shall request from involved third parties maps or other descriptive information as to the nature and location of such underground facilities or property. The Contractor shall make all necessary investigations to determine the existence and location of underground utilities.

C. The Contractor will be held responsible for any damage to and for maintenance and protection of existing utilities and structures.

D. The Contractor shall coordinate the work with owners of private and public property where access is required for the performance of the work. Legal access will be acquired and provided by the Owner.

E. Work required under the Contract includes furnishing materials, labor, equipment, etc. for site improvements within the RSMeans Catalog, excluding pricing received for non-pre-priced items, and any applicable special provisions and supplemental specifications that may apply to this contract. In addition, all work shall comply with the State of Georgia building codes, City of Sandy Springs ordinances, and all other applicable local codes, regulations, and professional standards.

F. If road or lane closures are necessary, the contractor would need to obtain a permit from the

City of Sandy Springs.

G. Contractor must provide easily visible signage near work site, informing pedestrians of work in progress.

H. Contractor pedestrian and vehicle traffic control must be compliant with the current Manual on

Uniform Traffic Control Devices (MUTCD) and with Georgia Department of Transportation (GDOT, when applicable.

I. Work hours for the project are between 7:00 AM-7:30 PM Monday through Friday and 8:00 AM to 5:00 PM on Saturday

J. Contractor shall provide a bi-weekly schedule detailing activities for the following two weeks by

12:00PM each Thursday. No work shall be allowed that is unscheduled.

K. Subcontractors shall be allowed for this solicitation.

L. Upon receiving a job assignment, prepare a cost sheet utilizing the Means Software. The total of the line-item costs shall be multiplied by Bidder’s cost adjustment factor. The costs for any Special Conditions and Non-Pre-Priced (NPP) items are itemized and then added to the adjusted cost to generate the total cost for the job assignment.

M. There is no City furnished equipment to be installed by the contractor.

N. Bonds will be required for this if the proposal is over $250,000.

O. Contractor Shall not be permitted to be working on the following Government Holidays: (New

Years Day Holiday, Martin Luther King Jr. Day Holiday, Presidents Day Holiday, Memorial Day Holiday, Independence Day, Labor Day Holiday, Columbus Day Holiday, Thanksgiving Day Holiday, Day After Thanksgiving Holiday, and Christmas Day Holiday)

BIDDING INSTRUCTIONS

Failure to submit the following bid documents may result in the bid being deemed non-responsive and the bid shall be rejected:

City Bid Form City Qualification Signature and Certification Form Bid Schedule Bid Price Certification E-verify Affidavit under O.C.G.A. 13-10-91(b)(1) Addenda Acknowledgment Certification of Sponsor Drug Free Workplace Georgia Security Immigration Compliance Act Affidavit Certificate of Insurance Notice to Contractors Compliance with Electrical Safety Provisions Affidavit verifying Status for City Public Benefit Application General Contractors License Business License

Upon award of contract the following items shall also be submitted:

Bid Bond (when equal to exceeding $250,00.00) Payment Bond (when equal to exceeding $250,00.00) Performance Bond (when equal to exceeding $250,000.00) Signed Contract

BID FORM

(Bidder to sign and return)

TO: PURCHASING DIRECTOR

CITY OF SANDY SPRINGS

SANDY SPRINGS, GEORGIA 30350

Ladies and Gentlemen:

In compliance with your Invitation To Bid, the undersigned, hereinafter termed the Bidder, proposes to enter into a Contract with the City of Sandy Springs, Georgia, to provide the necessary machinery, tools, apparatus, other means of construction, and all materials and labor specified in the Contract Documents or as necessary to complete the Work in the manner therein specified within the time specified, as therein set forth, for:

ITB 25-049 On-Call JOC Services

The Bidder has carefully examined and fully understands the Contract, Specifications, and other documents hereto attached, has made a personal examination of the Site of the proposed Work, has satisfied himself as to the actual conditions and requirements of the Work, and hereby proposes and agrees that if his bid is accepted, he will contract with the City of Sandy Springs in full conformance with the Contract Documents.

Unless otherwise directed, all work performed shall be in accordance with the RSMeans Facilities and Commercial Renovation, Catalog Edition 2025 MasterFormat 2018 (Atlanta). All materials used in the process of completion of the work included in the Contract will be furnished from RSMeans Facilities and Commercial Renovation, Catalog Edition 2025 MasterFormat 2018 (Atlanta)

It is the intent of this Bid to include all items of construction, and all Work called for in the Specifications, or otherwise a part of the Contract Documents.

In accordance with the foregoing, the undersigned proposes to furnish and construct the items listed in the attached Bid schedule for the unit prices stated.

The Bidder agrees that the cost of any work performed, materials furnished, services provided, or expenses incurred, which are not specifically delineated in the Contract Documents, but which are incidental to the scope, intent, and completion of the Contract, shall be deemed to have been included in the prices bid for the various items scheduled.

The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces and equipment within ten (10) calendar days from receipt of Notice to Proceed and begin the job assignment within the amount of calendar days of the effective date on the Notice to Proceed.

The Bidder shall be responsible for installing and maintaining the “Best Management Practices” (BMP’s) throughout the term of the project.

If this bid shall be accepted by the City of Sandy Springs and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Sandy Springs may, at its option, determine that the undersigned abandoned the Contract and there upon this bid shall be null and void, and the sum stipulated in the attached Bid Bond or certified check shall be forfeited to the City of Sandy Springs as liquidated damages.

Bidder acknowledges receipt of the following addenda:

Addendum No. Date Received

Bidder further declares that the full name and resident address of Bidder’s Principal is as follows:

Signed, sealed, and dated this day of

Bidder

Company Name

Seal

Bidder Mailing Address:

By:

Title: _

By:

Title:

QUALIFICATIONS SIGNATURE AND CERTIFICATION

(Bidder to sign and return)

I certify that this offer is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal 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 the proposal and certify that I am authorized to sign this proposal for the proposer. I further certify that the provisions of the Official Code of Georgia Annotated, Sections 45-10-20 et. seq., have not been violated and will not be violated in any respect.

Authorized Signature Date_

Print/Type Name_______________________________________________________

Email Address

Print/Type Company Name Here_

REQUEST FOR REFERENCES

INVITATION TO BID # 25-044

On-Call JOC Services

All references must be from customers for whom your company has provided projects completed in the last five years of similar scope and services as the specifications of

Invitation to Bid #25-044 On-Call JOC Services

References for: _______________________________________

(Company Name)

1. Company ________________________________________________________________________

Street Address ______________________________________________________________________

City, State & Zip_____ ________________________________________________________________

Contact Person Name_______________________________ Phone_____________________________

Email address________________________________________________________________________

Describe specific job performed and date: ________________________________________________

2. Company_________________________________________________________________________

Street Address _______________________________________________________________________

City, State & Zip ______________________________________________________________________

Contact Person Name________________________________ Phone____________________________

Email address________________________________________________________________________

Describe specific job performed and date: _________________________________________________

3. Company _________________________________________________________________________

Street Address _______________________________________________________________________

City, State & Zip ______________________________________________________________________

Contact Person Name ______________________________ Phone _____________________________

Email address________________________________________________________________________

Describe specific job performed and date: _________________________________________________

BID SCHEDULE

Bidder shall set forth Adjustment Factors in legible figures in the respective space provided. Failure to submit all Adjustment Factors may result in the Proposal being deemed non-responsive. Bidder shall perform the tasks required by each individual Job Order using the following Adjustment Factors:

Adjustment Factor Name Adjustment Factor Bid

X Multiplier

= Total

1.

Normal Working Hours Adjustment Factor

X 0.70

2.

Other than Normal Working Hours Adjustment Factor

X 0.20

3.

Emergency Work (Response within 24 Hours)

X 0.10

4.

Add all the Total amounts in the right column.

The Sum of these Total amounts is the Award Criteria Figure.

Notes To Bidder(s):

1. Specify lines 1 through 4 to four (4) decimal places. Use conventional rounding methodology (i.e., if the number in the 5th decimal place is 0-4, the number in the 4th decimal remains unchanged; if the number in the 5th decimal place is 5- 9, the number in the 4th decimal is rounded upward).

2. The Other Than Normal Working Hours Adjustment Factor must be greater than or equal to the

Normal Working Hours Adjustment Factor.

3. The Non-Pre-priced Factor shall be between at 1.05 to 1.25 for the duration of this Contract. The

Prime Contractor shall obtain 3 quotes if applicable.

4. The weighted multipliers above are for the purpose of calculating an Award Criteria Figure and determining the lowest proposed price. No assurances are made by the Owner that Work will be ordered under the Contract in a distribution consistent with the weighted percentages above.

5. When submitting Job Order Price Proposals related to specific Job Orders, the Contractor shall utilize one or more of the Adjustment Factors applicable to the Work being performed.

BID PRICE CERTIFICATION

In compliance with the attached Specification, the undersigned offers and agrees that if this Bid is accepted, by the City Council within one hundred and twenty (120) days of the date of Bid opening, that he will furnish any or all of the Items upon which Prices are quoted, at the Price set opposite each Item, delivered to the designated point(s) within the time specified in the Bid Schedule.

COMPANY: ___________________________________________________________________

ADDRESS: ____________________________________________________________________

AUTHORIZED SIGNATURE: _______________________________________________________

EMAIL ADDRESS: _______________________________________________________________

PRINT / TYPE NAME: ____________________________________________________________

CONTRACT AGREEMENT

For

(“Project”)

Between

CITY OF SANDY SPRINGS, GEORGIA

(“City”) and

(“Contractor”)

ITB: __________

TABLE OF CONTENTS

ARTICLE I

THE CONTRACT AND THE CONTRACT DOCUMENTS

1.1 The Contract

1.2 The Contract Documents

1.3 Entire Agreement

1.4 Subletting, Assignment, or Transfer

1.5 No Privity with Others

1.6 Intent and Interpretation

1.7 Ownership of Contract Documents

1.8 Hierarchy of Contract Documents

ARTICLE II

THE WORK

2.1 Contractor Responsibility

2.2 “Work” Defined

2.3 Review of Work

2.4 Workday and Restrictions, Suspension and Interruption

2.5 Work to be Performed by the Prime Contract

ARTICLE III

CONTRACT TIME

3.1 Time and Liquidated Damages

3.2 Substantial Completion

3.3 Time is of the Essence

ARTICLE IV

CONTRACT PRICE

4.1 The Contract Price

ARTICLE V

PAYMENT OF THE CONTRACT PRICES

5.1 Bid Schedule

5.2 Payment Procedure

5.3 Withheld Payment

5.4 Substantial Completion and Punch List

5.5 Final Completion and Final Payment

ARTICLE VI

THE CITY

6.1 City Responsibility

6.2 Right to Stop Work

6.3 City’s Right to Carry Out Work

ARTICLE VII

THE CONTRACTOR

7.1 Duties with Respect to Documents

7.2 Manner of Performance

7.3 Supervision

7.4 Compliance

7.5 Warranty

7.6 Permits, Inspections, Fees and Licenses

7.7 Supervision

7.8 Schedules

7.9 Contract to be Maintained at Project Site

7.10 Shop Drawings, Product Data and Samples

7.11 Cleaning the Project Site and the Project

7.12 Access to Work

7.13 Indemnity

7.14 Means, Methods, Techniques, Sequences, Procedures and Safety

7.15 Separate Contracts

7.16 Maintenance of Contract Cost Records

ARTICLE VIII

CONTRACT ADMINISTRATION

8.1 Claims by the Contractor

ARTICLE IX

SUBCONTRACTORS

9.1 Definition

9.2 Award of Subcontracts

ARTICLE X

CHANGES IN THE WORK

10.1 Changes Permitted

10.2 Change Order Defined

10.3 Changes in the Contract Price

10.4 Effect of Executed Change Order

10.5 Notice to Surety; Consent

ARTICLE XI

UNCOVERING AND CORRECTING WORK

11.1 Uncovering Work

11.2 Correcting Work

11.3 City May Accept Defective or Nonconforming Work

ARTICLE XII

CONTRACT TERMINATION

12.1 Termination by the Contractor

12.2 Termination by the City

ARTICLE XIII

INSURANCE

13.1 Insurance Requirements

ARTICLE XIV

DISPUTES

14.1 Mediation

ARTICLE XV

INDEPENDENT CONTRACTOR

15.1 Relationship between Contractor and City

ARTICLE XVI

COVENANT AGAINST CONTINGENT FEES

16.1 Warranty by Contractor

ARTICLE XVII

MISCELLANEOUS

17.1 Governing Law

17.2 Successors and Assigns

17.3 Surety Bonds

17.4 Notices

EXHIBITS

EXHIBIT A SCOPE OF SERVICES

EXHIBIT B BID SCHEDULE

EXHIBIT C BID PRICE CERTIFICATION

EXHIBIT D NOTICE TO CONTRACTORS - COMPLIANCE WITH

TITLE VI OF THE CIVIL RIGHTS ACT

EXHIBIT E CERTIFICATION OF SPONSOR DRUG-FREE WORKPLACE

EXHIBIT F CERTIFICATION OF CONTRACTOR GEORGIA SECURITY

AND IMMIGRATION COMPLIANCE ACT

EXHIBIT G INSURANCE REQUIREMENTS

EXHIBIT H SPECIAL PROVISIONS

EXHIBIT I NOTICE TO CONTRACTORS COMPLAINCE WITH ELECTRICAL SAFETY PROVISIONS

EXHIBIT J AFFIDAVIT VERIFYING STATUS FOR CITY PUBLIC BENEFIT APPLICATION

EXHIBIT K CONTRACTOR AND SUBCONTRACTOR AFFIDAVIT UNDER O.C.G.A. § 13-10-91(b)(1)

EXHIBIT L CORPORATE CERTIFICATE

EXHIBIT M ADDENDUMS

EXHIBIT N BONDS

EXHIBIT O LIST OF SUBCONTRACTORS

CONTRACT AGREEMENT

This Agreement (hereinafter “Agreement”) is made of the execution date by the City (the “Effective Date”), by and between ______________________________________ a legal entity authorized to do business in the State of Georgia (hereinafter “Contractor”) and having a Georgia registered agent’s address at_________________ and principal office address of ______________________Attn: (Registered Agent, City, State)_______________ and the City of Sandy Springs, Georgia, a Georgia Municipal Corporation located at 1 Galambos Way, Sandy Springs, Georgia 30328 (“Sandy Springs” or “the City”).

WHEREAS, the Contractor desires to enter into this Agreement for construction of the Project and has represented to the City that it is qualified and experienced to provide such services necessary for construction of the Project (the City requires that the Contractor comply with all federal, state and local legal requirements imposed on the Project as the result of federal funding and the City has relied on such representation);

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is agreed by and between the Contractor and the City as follows:

ARTICLE I

THE CONTRACT AND THE CONTRACT DOCUMENTS

1.1 The Contract

1.1.1 The Contract between the City and the Contractor, of which this Agreement is a part, consists of the Contract Documents. It shall be effective on the date this Agreement is executed by the last party to execute it.

1.2 The Contract Documents

1.2.1 The Contract Documents consist of this Agreement, General Conditions, Special Provisions, the Technical Specifications, the Drawings and Plans, Bidding Documents, all Change Orders and Field Orders issued hereafter, the base bid made by the Contractor in response to the City’s Invitation to Bid No. 25-044 (the “Bid”), and any other amendments hereto executed by the parties hereafter, together with the following (if any):

Documents not enumerated in this Paragraph 1.2 are not Contract Documents and do not form a part of this Contract.

1.3 Entire Agreement

1.3.1 The Contract Documents constitute the entire and exclusive agreement between the City and the Contractor with reference to the Project.

1.4 Subletting, Assignment, or Transfer

1.4.1 It is understood by the parties to this Agreement that the Work of the Contractor is considered personal by the City. The Contractor agrees not to assign, sublet, or transfer any or all of its interest in this Agreement without prior written approval of the City.

1.4.2 The City reserves the right to review all subcontracts prepared in connection with the Agreement, and the Contractor agrees that it shall submit to the City proposed subcontract documents together with Subcontractor cost estimates for the City’s review and written concurrence in advance of their execution.

1.4.3 All subcontracts in the amount of $10,000.00 or more shall include the provisions set forth in this Agreement.

1.5 No Privity with Others

1.5.1 Nothing contained in this Contract shall create, or be interpreted to create, privity or any other contractual agreement between the City and any person or entity other than the Contractor.

1.6 Intent and Interpretation

1.6.1 The intent of this Contract is to require complete, correct and timely execution of the Work. Any Work that may be required, implied or inferred by the Contract Documents, or any one or more of them, as necessary to produce the intended result shall be provided by the Contractor for the Contract Price, as hereinafter defined.

1.6.2 This Contract is intended to be an integral whole and shall be interpreted as internally consistent.

What is required by any one Contract Document shall be considered as required by the Contract.

1.6.3 When a word, term or phrase is used in this Contract, it shall be interpreted or construed, first, as defined herein; second, if not defined, according to its generally accepted meaning in the construction industry; and third, if there is no generally accepted meaning in the construction industry, according to its common and customary usage.

1.6.4 The words include, includes, or including, as used in this Contract, shall be deemed to be followed by the phrase, without limitation.

1.6.5 The specification herein of any act, failure, refusal, omission, event, occurrence or condition as constituting a material breach of this Contract shall not imply that any other, non-specified act, failure, refusal, omission, event, occurrence or condition shall be deemed not to constitute a material breach of this Contract.

1.6.6 Words or terms used as nouns in this Contract shall be inclusive of their singular and plural forms, unless the context of their usage clearly requires a contrary meaning.

1.6.7 The Contractor shall have a continuing duty to read, carefully study and compare each of the Contract Documents, the shop drawings and the product data and shall give written notice to the City of any inconsistency, ambiguity, error or omission which the Contractor may discover with respect to these documents before proceeding with the affected Work. The issuance or the express or implied approval by the City of the Contract Documents, shop drawings or product data shall not relieve the Contractor of the continuing duties imposed hereby, nor shall any such approval be evidence of the Contractor’s compliance with this Contract. HOWEVER, THE CITY MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER TO THE CONTRACTOR CONCERNING THE DOCUMENTS FOR THE PROJECT, INCLUDING THE DRAWINGS AND SPECIFICATIONS FOR THE PROJECT. By the execution hereof, the Contractor acknowledges and represents that it has received, reviewed and carefully examined such documents, has found them to be complete, accurate, adequate, consistent, coordinated and sufficient for construction, and that the Contractor has not, does not, and will not rely upon any representation or warranties by the City concerning such documents as no such representation or warranties have been or are hereby made.

1.6.8 Neither the organization of any of the Contract Documents into divisions, sections, paragraphs, articles, (or other categories), nor the organization or arrangement of the design, shall control the Contractor in dividing the Work or in establishing the extent or scope of the Work to be performed by Subcontractors.

1.7 Ownership of Contract Documents

1.7.1 The Contractor may be provided, have access to or become aware of the City’s Confidential Information including the City’s strategic plans, employee data, customer data and other technical and business information of the City (collectively referred to as the “Confidential Information”). The term Confidential Information includes the deliverables as well as all information generated by the Contractor that contains, references or is derived from the Confidential Information and the Services including, without limitation, the Contractor’s summaries, analysis, extracts, working papers and notes relating to the Services and the Deliverables (referred to as the “Working Papers”). The Contractor agrees not to disclose the Confidential Information to third parties without the prior written approval of the City and not to make use of the Confidential Information other than as needed to perform the Services. The Contractor further agrees that it will only disclose the Confidential Information to its personnel on a need-to-know basis solely for the performance of the Services and will protect the Confidential Information with the same degree of care that the Contractor uses to protect its own confidential information, but no less than reasonable care or as the various laws may require or impose.

All Confidential Information as well as other documents, data and information provided to the Contractor by the City is and will remain the property of the City to the extent that it was the property of the City at the time it was provided to the Contractor.

All Confidential Information shall be returned to the City by the Contractor within five (5) business days of the completion of the Services under this Contract. The Contractor will keep no copies of the Confidential Information except that the Contractor may retain one copy of the Working Papers as required by law, regulation, professional standards or reasonable business practice. If requested by the City, an officer of the Contractor will certify in writing that, to the best of his/her knowledge, information and belief, all Confidential Information and all copies thereof (except for one copy of the Working Papers) have been delivered to the City or destroyed.

The Contract Documents, and each of them, shall remain the property of the City. The Contractor shall have the right to keep one record set of the Contract Documents upon completion of the Project; provided, however, that in no event shall Contractor use, or permit to be used, any or all of such Contract Documents on other projects without the City’s prior written authorization.

1.8 Hierarchy of Contract Documents

1.8.1 In the event of any conflict, discrepancy, or inconsistency among any of the Contract Documents, the following hierarchy shall control: (a) as between figures given on drawings and the scaled measurements, the figures shall govern; (b) as between large scale drawings and small scale drawings, the large scale shall govern; (c) as between drawings and specifications, the requirements of the specifications shall govern; (d) as between the Contract Agreement and General Conditions, Special Provisions, the Technical Specifications, the Drawings and Plans, Bidding Documents, all Change Orders and Field Orders issued hereafter, the requirements of the Contract Agreement shall govern unless specifically and expressly modified by a Change Order or Amendment to this Contract Agreement approved by the City. As set forth hereinabove, any and all conflicts, discrepancies, or inconsistencies shall be immediately reported to the City in writing by the Contractor. If after application of the above, if the conflict, discrepancy, or inconsistency cannot be resolved, the Contractor shall be obliged to perform in accordance with the most stringent requirement and/or provide the greater scope of Work as such resolution.

ARTICLE II

THE WORK

2.1 Contractor Responsibility

2.1.1 The Contractor shall perform all of the Work required, implied or reasonably inferable from, this Contract.

2.2 “Work” Defined

2.2.1 The term Work shall mean whatever is done by or required of the Contractor to perform and complete its duties under this Contract, including the following: construction of the whole or a designated part of the Project; furnishing of any required surety bonds and insurance; and the provision or furnishing of labor, supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, permits and licenses required of the Contractor, fuel, heat, light, cooling and all other utilities as required by this Contract. The Work to be performed by the Contractor is generally described in Exhibit A, SCOPE OF SERVICES, attached hereto and incorporated herein.

2.3 Review of Work

2.3.1 Authorized representatives of the City and affected state or federal agencies may at all reasonable times review and inspect the activities and data collected under the terms of the Contract and any amendments thereto, including but not limited to, all reports, drawings, studies, specifications, estimates, maps, and computations, prepared by or for the City.

2.4 Workday and Restrictions, Suspension and Interruption

2.4.1 Normal workday for the Work shall be from 7:30 A.M. to 7:30 P.M. and the normal work week shall be Monday through Friday. The City will consider extended workdays or work weeks upon written request on a case-by-case basis. The City may restrict work hours in certain locations or at certain times of the day.

No work will be allowed on national holidays (i.e., Memorial Day, July 4th, Labor Day, etc.). The City may order the Contractor in writing to suspend, delay or interrupt all or any part of the Work for such period of time as it may determine appropriate for the convenience of the City. The time for completion of the Work shall be extended by the number of days the Work is suspended. The City shall not be responsible for any claims, damages or costs stemming from any delay of the Project.

2.5 Work to be Performed by the Prime Contract

2.5.1 Tasks constituting of at least fifty-one percent (51%) of the value of this contract must be performed directly by the prime contractor and shall not be sub-contracted to other firms.

2.5.2 The Contractor shall identify which tasks shall be self-performed.

ARTICLE III

CONTRACT TIME

3.1 Time and Liquidated Damages

3.1.1 The Contractor shall not proceed to furnish such services and the City shall not become obligated to pay for same until a written authorization to proceed (“Notice to Proceed”) has been issued to the Contractor by the City. The Contractor shall commence the Work no later than ten (10) days after the effective date of the Notice to Proceed and shall achieve Substantial Completion of the Work, as hereinafter defined, within the number of calendar days specified for each project award. The specified calendar days, beginning on the date the Work is permitted to proceed through the date set forth for Substantial Completion, shall constitute the Contract Time for that project. The Work shall be carried on expeditiously; it being understood, however, that this Agreement may be extended or continued in force by the parties hereto in writing as provided herein

3.1.2 The Contractor shall pay the City the sums provided below per day for each and every calendar day of unexcused delay in achieving Substantial Completion beyond the Contract Time set forth herein . Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at or before the time of executing this Contract.

o $5K–$25K: $100/day o $25K–$100K: $150/day o $100,001–$500K: $250/day

The parties acknowledge that the precise amount of damages for delay is difficult to ascertain in advance, and that the amount set forth herein is intended solely to compensate the City for losses it may suffer due to such delays. This provision shall not be construed as a penalty or forfeiture, but as a fair measure to recoup losses and ensure timely performance.

When the City reasonably believes that Substantial Completion will be inexcusably delayed, the City shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by the City to be adequate to recover liquidated damages applicable to such delays. If and when the Contractor overcomes the delay in achieving Substantial Completion, or any part thereof, for which the City has withheld payment, the City shall promptly release to the Contractor those funds withheld, but no longer applicable, as liquidated damages.

3.2 Substantial Completion

3.2.1 Substantial Completion shall mean the stage of the Contractor’s performance under this Agreement when Sandy Springs has determined in its sole and absolute discretion, that the Work is sufficiently complete allowing the newly constructed facilities to be used for their intended purpose. The City and Contractor may agree to declare portions of the Work substantially complete and allow the City to occupy and use such portions by written agreement. However, absent such agreement, partial use or occupancy of the Work shall not result in the Work being deemed substantially complete, and such partial use or occupancy shall not be evidence of Substantial Completion

3.3 Time is of the Essence

3.3.1 The Contractor’s timely performance of the Work, and all limitations of time related thereto as set forth in the Contract Documents are of the essence of this Contract.

3.4 Contract Term and Renewal

This Agreement shall become effective as of the Effective Date. The Agreement shall commence on the Effective Date and shall remain in effect until one (1) year after- (the “Initial Term”) with the City having an exclusive option to renew for four (4) additional one-year periods (each referred to as a/the “Renewal Term”) contingent upon annual appropriations of funds by the City of Sandy Springs City Council. The Agreement will terminate at the close of each year but will automatically renew absent any positive action by the City to terminate. The catalog prices are variable for each quarter during the course of a year The Parties agree that this Agreement, as required by O.C.G.A.

§ 36-60-13, shall terminate absolutely and without further obligation on the part of the City should the City’s governing body fail to appropriate adequate funds prior to the start of each Renewal Term.

ARTICLE IV

CONTRACT PRICE

4.1 The Contract Price

4.1.1 The total contract amount for the Project (the “Contract Price”) shall be as set forth in the bid schedule (“Bid Schedule”) attached hereto as EXHIBIT B, BID SCHEDULE and incorporated herein. Payment to the Contractor pursuant to the Bid Schedule is full payment for the complete scope of services. The total contract amount shall be certified by the Bid Price Certification (“Bid Price Certification”) attached hereto as EXHIBIT C, BID PRICE CERTIFICATION and incorporated herein. Payment to the Contractor pursuant to the Bid Schedule is full payment for the complete scope of services. The Contract Price shall not be modified except by Change Order as provided in this Contract.

ARTICLE V

PAYMENT OF THE CONTRACT PRICE

5.1 Bid Schedule

5.1.1 The Contractor shall invoice and be paid pursuant to the Bid Schedule contained in the Contract Documents.

5.2 Payment Procedure

5.2.1 The City shall pay the Contract Price to the Contractor as provided below.

5.2.2 Based upon the Contractor’s invoices for payment submitted to the City, the City shall make progress payments to the Contractor on account of the Contract Price.

5.2.3 On or before the 5th day of each month after commencement of the Work, the Contractor shall submit an invoice for Work satisfactorily completed as evaluated by an inspector representing the City pursuant to the Bid Schedule.