3-Sample Services Contract.pdf

SERVICES CONTRACT

BETWEEN

CHATHAM COUNTY, GEORGIA

AND

CONTRACTOR

PROJECT NAME

Contract No. __________

Board of County Commissioners

Purchasing & Contracting Department

Chatham County Citizens Service Center

1117 Eisenhower Drive - Suite C

Savannah, Georgia 31406

SERVICES CONTRACT

Between

CHATHAM COUNTY, GEORGIA

And

CONTRACTOR

This Contract is made and entered into this DATE, by and between the Board of

Commissioners of Chatham County, Georgia, hereinafter called the "BOARD," and, CONTRACTOR, a Corporation authorized to do business in Georgia, hereinafter called the "CONSULTANT."

WITNESSETH

WHEREAS, the BOARD desires to engage a qualified and experienced Company for

PROJECT NAME AND NUMBER

WHEREAS, the CONSULTANT has represented to the BOARD that it is experienced and qualified to provide the services contained herein, and the BOARD has relied upon such representation.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by and between the BOARD and the CONSULTANT that the BOARD hereby engages the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth:

ARTICLE I

TERMS AND CONDITIONS OF THIS CONTRACT

SECTION I-1. TERM OF SERVICES: TERMS AS NEGOTIATED.

SECTION I-2. REQUIREMENT FOR MANDATORY PERFORMANCE. The words "shall,"

"will" and "must" may be used interchangeably in this Contract; and in any case will indicate a required or mandatory performance by the CONSULTANT, and COUNTY.

SECTION I-3. COUNTY ADMINISTRATION. The administration of this Contract for Chatham

County, Georgia, shall be the responsibility of the County administrative staff, hereinafter called the

"COUNTY." ________________________________ shall serve as the official Project Manager for this contract.

SECTION I-4. COUNTY PROJECT MANAGER'S DUTIES AND AUTHORITY. The

County Project Manager is the Chatham County, Georgia staff member primarily responsible for the day-to-day management of this contract. She shall act as the official liaison between the

CONSULTANT and the COUNTY. The County Contract Administrator shall arrange for conferences and the exchange of data and information and for necessary approvals, except for such portion of these liaison duties as may be specifically delegated to the CONSULTANT under other provisions of this

Contract. All correspondence, data, information and reports shall be directed to the County Project

Manager. The number of copies of such data shall be designated by the County Contract

Administrator to provide for proper distribution to the parties concerned. The County Contract

Administrator shall be responsible for the maintenance of all records and correspondence concerning this contract for the COUNTY.

The CONSULTANT shall meet with the COUNTY for review of the work as determined by the County Contract Administrator. The services shall be performed to the satisfaction of the County's

Contract Administrator, subject at all times to the Contract Administrator's approval, whose decision upon any question connected with the aforementioned service, or any failure or delay regarding same shall be final and conclusive.

The County Project Manager will expedite any necessary decisions regarding provisions of this contract that affect the performance of the Consultant.

SECTION I-5. PERSONNEL AND EQUIPMENT. The CONSULTANT represents that it has secured or will secure, at its own expense, all personnel and equipment necessary to perform the services of this Contract; none of whom shall be employees of, nor have any contractual relationship with

Chatham County. All of the services required hereunder will be performed by the CONSULTANT under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under law to perform such services.

SECTION I-6. SCHEDULING OF WORK TASKS. The CONSULTANT shall energetically and expeditiously carry out the required services.

SECTION I-7. REVIEW OF WORK IN PROGRESS. Authorized representatives of the

COUNTY may at all reasonable times review and inspect the activities required under this contract.

SECTION I-8. CHANGES TO THIS CONTRACT. The COUNTY may, at any time, request changes in the scope of services of the CONSULTANT to be performed hereunder. Such changes, including any increase or decrease in the term, rate or amount of the CONSULTANT's compensation, as more fully described elsewhere herein, which are mutually agreed upon by and between the BOARD and the CONSULTANT shall be incorporated in written amendments to this Contract.

SECTION I-9. DELAYS AND EXTENSION OF TIME. If the Consultant is delayed at any time in the progress of providing services by an act or neglect of Chatham County, or by changes ordered in the Work, or by labor disputes, performance, or other causes beyond the Consultant's control, or by delay authorized by the BOARD, then the Contract term of service and/or strikes, insurrections, fires, act of God, unusual but well documented and excusable delays in cost may be extended by

Contract modification for such reasonable time as the BOARD and CONSULTANT may agree.

SECTION I-10. TERMINATION OF CONTRACT FOR CAUSE. If through any cause, the

Consultant shall fail to fulfill in a timely and proper manner its obligations under this Contract, or if the

CONSULTANT shall violate any of the covenants, agreements or stipulations of this Contract, the

CONSULTANT shall be in breach of this Contract and the BOARD shall thereupon give written notice of default to the CONSULTANT and allow the CONSULTANT seven (7) calendar days from such notice to cure such default, after notice the BOARD shall have the right to terminate this Contract by giving written notice to the CONSULTANT of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination.

If the BOARD fails without cause to make payment when due, the Consultant may give written notice of the CONSULTANT'S intention to terminate this Agreement. If the CONSULTANT fails to receive payment within ten (10) days after receipt of such notice by the BOARD, the CONSULTANT may give a second written notice and five (5) days after receipt of second written notice by the BOARD, the

CONSULTANT may terminate this Agreement and recover from the BOARD payment for services rendered.

SECTION I-11. TERMINATION OF CONTRACT FOR CONVENIENCE. Each party to the contract shall have the right to terminate the contract made hereunder for it’s convenience by giving the other party written notice 30 days in advance of it’s election to do so and by specifying the effective date of such termination. The CONTRACTOR shall be paid for services rendered and not in question or dispute through the effective date of such termination.

SECTION I-12. TERMINATION OF CONTRACT FOR LACK OF FUNDING. The obligation of the COUNTY for payment to the CONTRACTOR is limited to the availability of funds appropriated in a current fiscal period. The continuation of the contract into a subsequent fiscal period is subject to the appropriation of funds, unless otherwise authorized by law.

SECTION I-13. CONSULTANT TO COOPERATE WITH OTHER CONTRACTORS AND

GOVERNMENT AGENCIES. If the BOARD undertakes or awards other contracts for additional related work, the CONSULTANT and its subcontractors shall fully cooperate with such other

CONSULTANT=S and COUNTY employees or appointed committee(s) and carefully fit its own work to such additional work as may be directed by the COUNTY. The CONSULTANT and its subconsultants shall not commit or permit any act which will interfere with the performance of work by any other CONTRACTOR or by COUNTY employees. Costs caused by ill-timed work shall be borne by the responsible party.

SECTION I-14. INDEMNIFICATION. The CONSULTANT agrees to protect, defend, indemnify, and hold harmless Chatham County, Georgia, its Commissioners, Officers, Agents, and

Employees from and against any and all liability, damages, claims, suits, liens, and judgments, of whatever nature, including claims for contribution and/or indemnification, for injuries to or death of any person or persons, or damage to the property or other rights of any person or persons to the extent caused by the CONSULTANT or its subconsultant=s negligence in the performance of professional services. The CONSULTANT further agrees to investigate, handle, respond to, provide defense for, and to protect, defend, indemnify, and hold harmless Chatham County, Georgia, at his sole expense, and agrees to bear all other costs and expenses related thereto, once it has been determined that damages resulted from CONSULTANT=S negligence.

SECTION I-15. COVENANT AGAINST CONTINGENT FEES. The CONSULTANT shall comply with the relevant requirements of all Federal, State, County or other local laws. The

CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gifts, or any consideration, contingent upon or resulting from the award or making of this Contract.

For breech or violation of this warranty, the BOARD shall have the right to annul this Contract without liability, or, in its discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

SECTION I-16. PROHIBITED INTERESTS.

a. Conflict of Interest. The CONSULTANT and its subconsultants warrant that it presently has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further agrees that, in the performance of the Contract no person having any such interest shall be employed.

b. Interests of Public Officials. No member, officer, or employee of Chatham County, Georgia, during his tenure shall have any interest, direct or indirect, in this Contract or the proceeds thereof.

SECTION I-17. SUBCONTRACTING. The CONSULTANT shall not subcontract any part of the work covered by this Contract without the BOARD's prior written approval of the subconsultant.

All approved subconsultants and their personnel assigned to this Project shall be listed on Attachment

B--Personnel Listing of this Contract. The BOARD will not approve any subconsultant for work covered by this Contract that has not been recommended for approval by the COUNTY. Article I--

Terms and Conditions of this Contract shall be included in any subcontracts that may be required.

SECTION I-18. ASSIGNABILITY. The CONSULTANT shall not assign or transfer whether by an assignment or novation, any of its rights, obligations, benefits, liabilities or other interest under this

Contract without the written consent of the BOARD.

SECTION I-19. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this

Contract, the CONSULTANT agrees as follows:

a. The CONSULTANT will not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, national origin, place of birth, physical handicap, or marital status;

b. The CONSULTANT will, in all solicitations or advertisements for employees, insure that qualified applicants will receive consideration for employment and will take affirmative action to employ applicants without regard to race, creed, color, sex, age, national origin, place of birth, physical handicap, or marital status. Such action shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship;

c. The CONSULTANT will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Contract so that such provision 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.

SECTION I-20. ANTI-KICKBACK CLAUSE. Salaries of all personnel performing work under this Contract shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except only such payroll deductions as are mandatory by law. The

CONSULTANT hereby agrees to comply with all applicable "Anti-Kickback" laws and shall insert appropriate provisions in all subcontracts covering work under this Contract.

SECTION I-21. AUDITS AND INSPECTIONS. At any time during normal business hours and as often as the COUNTY may deem necessary, the CONSULTANT and his subconsultants shall make available to the COUNTY and/or representatives of the Chatham County Department of Internal Audit for examination all of its records with respect to all matters covered by this Contract. It shall also permit the COUNTY and/or representatives of the Department of Internal Audit to audit, inspect, examine and make copies, excerpts or transcripts from such records of personnel, conditions of employment and other data relating to all matters covered by this Contract. All documents to be audited shall be available for inspection at all reasonable times in the main offices of the COUNTY or at the offices of the CONSULTANT as requested by the County.

SECTION I-22. VERBAL AGREEMENT OR CONVERSATION. No verbal agreement or conversation with any officer, agent, or employee of Chatham County, Georgia, either before, during, or after the execution of this Contract, shall affect or modify any of the terms or obligations herein contained. All changes to this Contract shall be in writing and appended hereto as prescribed in

Section I-8.

SECTION I-23. INDEPENDENT CONSULTANT. The CONSULTANT shall perform the services under this Contract as an independent consultant and nothing contained herein shall be construed to be inconsistent with this relationship or status. Nothing in this Contract shall be interpreted or construed to constitute the CONSULTANT or any of its subconsultants, agents or employees to be the agent, employee or representative of Chatham County, Georgia.

SECTION I-24. NOTICES. All notices shall be in writing and any notices, demands and other papers or documents to be delivered to Chatham County, Georgia, under this Contract shall be delivered in person or transmitted by certified mail, postage prepaid to the _______________________________, subsequently designated by written notice to the CONSULTANT.

All written notices, demands and other papers or documents to be delivered to the CONSULTANT under this Contract shall be transmitted by mail, postage prepaid, and addressed as follows:

SECTION I-25. CHOICE OF LAW. This Contract shall be deemed to have been executed in

Chatham County, Georgia, and all questions of interpretation shall be governed by the laws of the State of Georgia.

SECTION I-26. COMPLIANCE WITH LAWS. The CONSULTANT shall comply with all applicable Federal, State, Chatham County and municipal laws, ordinances, rules, regulations, and lawful orders of public authorities relating to the work, including but not limited to Chatham County building code and permits and/or municipal business licenses, building permits, and other local requirements, as applicable.

SECTION I-27. POST CONTRACT TERM COMPLETION OF WORK. The CONSULTANT shall be entitled to complete any work assignments issued near the end of the term of this contract but which requires additional time for completion beyond the termination date of this contract.

SECTION I-28. ACCURACY OF WORK WARRANTED. The CONSULTANT shall promptly correct any errors and omissions at no additional cost to Chatham County. Acceptance of the Work by Chatham County will not relieve the CONSULTANT of the responsibility for subsequent correction, at no additional cost to Chatham County, of any errors and omissions for a period of one (1) year after substantial completion of the Work.

At any time during the course of the work as specified in the documents contained or work performed by others based on data secured by the CONSULTANT under this Contract, the CONSULTANT shall confer with the COUNTY to correct any errors or omissions made by the CONSULTANT. The

CONSULTANT shall prepare any reasonable data required by the COUNTY to correct such errors or omissions. The above consultations, clarifications or corrections shall be made without added compensation. The CONSULTANT shall give immediate attention to these changes so that there will be a minimum delay to COUNTY.

SECTION I-29. STANDARD OF CARE. The standard of care applied to the performance of professional design services is described as a duty to exercise the degree of learning and skill ordinarily possessed by a reputable design professional practicing in the same or similar locality and under similar circumstances.

SECTION I-30. EVALUATIONS OF THE WORK. The CONSULTANT, as representative of the County and the End User, shall visit the site at intervals appropriate to the stage of the Consultant=s operations, or as otherwise agreed by the County, End User and the CONSULTANT to (1) become generally familiar with and to keep the Owner and End User informed about progress and quality of the portion of work completed, (2) to endeavor to guard the County and End User against defects and deficiencies in the work, and (3) to determine in general if the work is being performed in a manner indicating that the work, when fully completed, will be in accordance with the contract documents.

However, the CONSULTANT shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work. The CONSULTANT shall neither have control over or charge of, nor is responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work, since these are solely the Contractor=s rights and responsibilities under the Contract Documents. All Pay Requests from the

Contractor must be approved by the CONSULTANT prior to the submission to the County.

ARTICLE II

COMPENSATION, FINANCIAL ADMINISTRATION AND GUARANTEES

SECTION II-1. COMPENSATION FOR CONSULTANT SERVICES. The COUNTY shall pay the CONSULTANT for his services as follows:

NEGOTIATED AMOUNT.

SECTION II-2. COMPENSATION SCHEDULE. The detailed project compensation schedule is shown in Attachment C and is attached hereto and incorporated herein as a part of this

Contract. Any changes to the cost will be directed to the CONSULTANT by the County Contract

Administrator in writing, and said document shall automatically become an addition to Attachment

C.

SECTION II-3. METHOD OF COMPENSATION. The compensation provided for herein shall include all claims by the CONSULTANT for all costs incurred by the CONSULTANT in the conduct of the work as authorized by the approved Project Compensation Schedule and this amount shall be paid to the CONSULTANT after receipt of the invoice and approval of the amount by the COUNTY. The County along with SEDA shall review all pay requests. The COUNTY shall make payment(s) to the CONSULTANT in accordance with the schedule as indicated and provided for on the form provided as Attachment D -Application and Certification for Payment.

The making of total or final payment shall constitute a waiver of all claims by Chatham County except those arising from unsettled liens, faulty or defective Work appearing after substantial completion, failure of the Work to comply with the requirements of the Contract Documents, or terms of any warranties required by the Contract Documents or those items previously made in writing and identified by the COUNTY as unsettled at the time of final application for payment.

Acceptance of total or final payment shall constitute a waiver of all claims by the CONSULTANT, except those previously made in writing and identified by the CONSULTANT as unsettled at the time of final application for payment.

SECTION II-4. INSURANCE PROVISIONS: The selected CONTRACTOR shall be required to procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in the Bid.

It is every contractor’s responsibility to provide the County Purchasing and Contracting

Division current and up-to-date Certificates of Insurance for multiple year contracts before the end of each term. Failure to do so may be cause for termination of contract.

General Information that shall appear on a Certificate of Insurance:

I. Name of the Producer (Contractor’s insurance Broker/Agent).

II. Companies affording coverage (there may be several).

III. Name and Address of the Insured (this should be the Company or Parent of the firm

Chatham County is contracting with).

IV. A Summary of all current insurance for the insured (includes effective dates of coverage).

V. A brief description of the operations to be performed, the specific job to be performed, or contract number.

VI. Certificate Holder (This is to always include Chatham County).

Chatham County as an Additional Insured: Chatham County invokes the defense of sovereign immunity. In order not to jeopardize the use of this defense, the

County is not to be included as an Additional Insured on insurance contracts.

Minimum Limits of Insurance to be maintained for the duration of the contract:

A. Commercial General Liability: Provides protection against bodily injury and property damage claims arising from operations of a Contractor or

Tenant. This policy cl coverage includes: premises and operations, use of independent contractors, products/completed operations, personal injury, contractual, broad form property damage, and underground, explosion and collapse hazards. Minimum limits: $1,000,000 bodily injury and property damage per occurrence and annual aggregate.

B. Worker's Compensation and Employer’s Liability: Provides statutory protection against bodily injury, sickness or disease sustained by employees of the Contractor while performing within the scope of their duties. Employer’s Liability coverage is usually included in Worker’s

Compensation policies, and insures common law claims of injured employees made in lieu of or in addition to a Worker’s Compensation claim. Minimum limits: $500,000 for each accident., disease policy limit, disease each employee and Statutory Worker’s Compensation limit.

C. Business Automobile Liability: Coverage insures against liability claims arising out of the Contractor’s use of automobiles. Minimum limit:

$1,000,000 combined single limit per accident for bodily injury and property damage. Coverage should be written on an Any Auto basis.

Special Requirements:

A. Claims-Made Coverage: The limits of liability shall remain the same as the occurrence basis, however, the Retroactive date shall be prior to the coincident with the date of any contract, and the Certificate of Insurance shall state the coverage is claims-made. The Retroactive date shall also be specifically stated on the Certificate of Insurance.

B. Extended Reporting Periods: The Contractor shall provide the County with a notice of the election to initiate any Supplemental Extended Reporting Period and the reason(s) for invoking this option.

C. Reporting Provisions: Any failure to comply with reporting provisions of the policies shall not affect coverage provided in relation to this request.

D. Cancellation: Each insurance policy that applies to this request shall be endorsed to state that it shall not be suspended, voided, or canceled, except after thirty (30) days prior to written notice by certified mail, return receipt requested, has been given to the County.

E. Proof of Insurance: Chatham County shall be furnished with certificates of insurance and with original endorsements affecting coverage required by this request. The certificates and endorsements are to be signed by a person authorized by the insurer to bind coverage on its behalf. All certificates of insurance are to be submitted prior to, and approved by, the County before services are rendered. The Contractor must ensure Certificate of Insurance are updated for the entire term of the County.

F. Insurer Acceptability: Insurance is to be placed with an insurer having an A.M.

Best’s rating of A and a five (5) year average financial rating of not less than V.

If an insurer does not qualify for averaging on a five-year basis, the current total

Best’s rating will be used to evaluate insurer acceptability.

G. Lapse in Coverage: A lapse in coverage shall constitute grounds for contract termination by the Chatham County Board of Commissioners.

H. Deductibles and Self-Insured Retention: Any deductibles or self-insured retention must be declared to, and approved by, the County. At the option of the County, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as related to the County, its officials, officers, employees, and volunteers; or the Contractor shall procure a bond guaranteeing payment of related suits, losses, claims, and related investigation, claim administration and defense expenses.

Additional Coverage for Specific Procurement Projects:

A. Professional Liability: Insure errors or omission on behalf of architects, engineers, attorneys, medical professionals, and consultants.

Minimum Limits: $1 million per claim/occurrence

Coverage Requirement: If claims-made, retroactive date must precede or coincide with the contract effective date or the date of the Notice to Proceed. The professional must state if tail coverage has been purchased and the duration of the coverage.

B. Builder’s Risk: (For Construction or Installation Contracts) Covers against insured perils while in the course of construction.

Minimum Limits: All-Risk coverage equal 100% of contract value.

Coverage Requirements: Occupancy Clause - permits County to use the facility prior to issuance of Notice of Substantial Completion.

SECTION II-5. MAINTENANCE OF PROJECT FINANCIAL RECORDS. The

CONSULTANT shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred on the Project, where appropriate, and shall make such material available at all reasonable times, during the period of the Contract and for three (3) years from the date of final payment under the Contract, for inspection by the COUNTY or any reviewing agencies, and copies thereof shall be furnished upon request. The CONSULTANT agrees that the provisions of this Article shall be included in any contracts it may make with any subconsultant, assignee, or transferee.

SECTION II-6. PAYMENT OF TAXES AND FEES. The CONSULTANT shall request and obtain any necessary inspections from the County Contract Administrator should same be required.

The cost of any permit fees required by the County, and not waived, shall be paid by the Consultant.

SECTION II-7. OWNERSHIP OF DELIVERABLES AND RELATED DOCUMENTS.

Upon payment in full therefor, all reports, drawings, plans, designs and other documents prepared by

CONSULTANT and identified in CONSULTANT=s Proposal as deliverable to the COUNTY

(collectively ADeliverables), excluding all intellectual property rights therein, will become the property of the COUNTY.

The COUNTY agrees as follows: (1) the Deliverables (a) will not be used other than for the project described in the Proposal, (b) may be based in part or in whole on facts and/or assumptions provided to

, but not independently verified by, CONSULTANT and ( c) will reflect CONSULTANT=s findings as to conditions that existed only at the time the services were performed, and (ii) CONSULTANT (a) makes no representations as to any facts or assumptions provided to, but not independently verified by, CONSULTANT being accurate and complete; if the COUNTY requests Deliverables on electronic media the electronic copy may be inaccurate or incomplete and the document retained by

CONSULTANT will be the official document, and any modification(s) of the electronic copy made by the COUNTY will be at its own risk.

ARTICLE III

SERVICES PROVIDED BY THE COUNTY

SECTION III-1. SCOPE OF SERVICES. It is agreed and understood that certain services, if required, will be performed and furnished by the COUNTY in a timely manner so as not to delay the

CONSULTANT unduly in his performance of said obligations.

SECTION III-2. INFORMATION TO THE CONSULTANT. The COUNTY will supply the

CONSULTANT with adequate copies of all data pertaining to the required service, plus full information as to the COUNTY's requirements for the service including any known pertinent data from any other

CONSULTANTS performing work that would affect this Project.

SECTION III-3. COUNTY STAFF RESPONDING TO CONSULTANT EXPEDITIOUSLY.

The COUNTY will examine all data as the County deems appropriate for such examination and rendering written decisions pertaining thereto within a reasonable time so as not to delay the services of the Consultant.

SECTION III-4. COUNTY GIVING NOTICE OF PROBLEMS. The COUNTY shall give prompt verbal and/or written notice to the CONSULTANT whenever the COUNTY observes or otherwise becomes aware of any defect in the service or changed circumstances.

SECTION III-5. ACCESS TO PROPERTY. The COUNTY will guarantee access to and make necessary provisions for the CONSULTANT to enter upon public and private property as required for the CONSULTANT to perform his services under this Contract.

ARTICLE IV

SCOPE OF SERVICES PROVIDED BY THE CONSULTANT

SECTION IV-1. CONSULTANT MISSION STATEMENT. The CONSULTANT shall do, perform, and carry out the services as specified below in a satisfactory and proper manner and in conformance with the standard practices and procedures of its professions. The CONSULTANT'S mission is PROJECT NAME AND NUMBER, AND RESPONSE, WHICH ARE HEREBY

INCORPORATED IN THIS CONTRACT IN ITS ENTIRETY.

SECTION IV-2. BACKGROUND AND DESCRIPTION OF THE PROJECT.

SECTION IV-3. TECHNICAL ADEQUACY AND ACCURACY. The professional and technical adequacy and accuracy of designs, drawings, specification, documents, and other work products furnished under the agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession. Where the COUNTY must have work done by change order or addition resulting from an error or omission by the CONSULTANT, the

CONSULTANT shall provide, at no cost to the COUNTY, all professional services attributable to the change order. This is in addition to the COUNTY=S right to recover from CONSULTANT damages for CONSULTANT=S errors and omissions.

IN WITNESS WHEREOF, the parties hereto acting through their duly authorized agents have caused this Contract to be signed, sealed and delivered.

ATTEST: CONSULTANT:

TITLE SIGNATURE/TITLE

I attest that the Corporate Seal attached to this Document is in fact the seal of the Corporation and that the Officer of this Corporation executing this Document does in fact occupy the official position indica-ted and is duly authorized to execute such document on behalf of this Corporation. (CORPORATE

SEAL)

CHATHAM COUNTY, GEORGIA:

CHESTER A. ELLIS, CHAIRMAN

Chatham County, Georgia

Board of Commissioners

APPROVED AS TO FORM AND LEGALITY ATTEST:

JANICE E. BOCOOK, CLERK

R. JONATHAN HART, COUNTY ATTORNEY

CONTRACT NO. __________

COMMISSION APPROVAL: ____________

ATTACHMENT A

DRUG FREE WORKPLACE CERTIFICATION

The undersigned certifies that the provisions of Code Sections 50-24-1 through 50-24-6 of the Official

Code to Georgia Annotated, related to the (Drug Free Workplace) have been complied with in full.

1. A drug-free workplace will be provided for the employees during the performance of the contract; and

2. Each sub-consultant under the direction of the Contractor shall secure the following written certification:

(Consultant) certifies to Chatham County that a drug-free workplace will be provided for the employees during the performance of this contract known as: PROJECT NAME, pursuant to paragraph (7), of subsection (B) of Code Section 50-24-3. Also, the undersigned further certifies that he/she will not engage in the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana during the performance of the contract.

CONSULTANT DATE

NOTARY DATE

ATTACHMENT B

SUBCONSULTANTS

Name of Contracting or Subcontracting Firm

Key management and professional staff

Name Title Function

In the event that personnel changes are approved by the COUNTY, the Consultant shall amend the list and attach the amended list to this list.

B-1

ATTACHMENT C

PROJECT COMPENSATION SCHEDULE

PAYMENT BY INVOICE SUBMITTED TO PROJECT MANAGER FOR WORK

SATISFACTORILY COMPLETED.

TOTAL:

C-1

ATTACHMENT D

APPLICATION AND CERTIFICATE FOR PAYMENT

PROJECT:

ATTENTION:

APPLICATION PERIOD:

CONTRACT DATE:

Application is made for payment, as shown above. The present status of the account for this contract is as follows:

ORIGINAL CONTRACT SUM...................................$

NET change by Change Orders ...................................$

CONTRACT SUM TO DATE ....................................$

TOTAL COMPLETED AND STORED TO DATE....$

Less Retainage .............................................................$

Less previous Certificate for Payment .........................$

CURRENT PAYMENT DUE .....................................$

The undersigned Consultant certifies that to the best of his knowledge, information and belief the Work covered by this Application for Payment has been completed in accordance with the Contract Documents, that all accounts have been paid by him for Work which previous Certificates for Payment were issued and payments received from the COUNTY, and that current payment shown herein is now due.

In accordance with the Contract Documents, based on-site observation and the data comprising the above application, the County's Project Manager certifies that the Work has progressed to the point indicated; that to the best of his knowledge, information and belief, the quality of the Work is in accordance with the

Contract Documents; and that the Consultant is entitled to payment shown herein as now due.

The County’s Project Manager, along with SEDA, based on observation and the data comprising the above application, certifies that the Work has progressed to the point indicated; that to the best of his knowledge, information and belief, the quality of the Work is in accordance with the Documents; and that the

Consultant is entitled to payment shown herein as now due.

Consultant Project Mgr.

DATE DATE