Addendum #1

City of Peachtree City 151 Willowbend Road Peachtree City, GA 30269 Phone: 770-631-2515 Fax: 770-631-2507 PeachtreeCityGA.gov Purchasing Department

CITY OF PEACHTREE CITY

ARCHITECTURAL AND CONSTRUCTION MANAGEMENT SERVICES 22-117PES

ADDENDUM #1

NOTE: THE DATE FOR PROPOSAL SUBMITTALS HAS BEEN EXTENDED UNTIL MONDAY, AUGUST 8,

2022, AT 2:00 PM LOCAL TIME.

ARPA funds may be used for one or more projects that are expected to be awarded as a result of this request for proposals (RFP). Therefore, the City is amending the original RFP as follows:

INTRODUCTION

The City of Peachtree City is accepting proposals from qualified firms interested in providing architectural and construction management related consulting services for the City of Peachtree City under the terms of an annual contract. The chosen architectural firm must have at least ten (10) years’ experience in designing and managing the construction and rehabilitation of public facilities including projects that are federally funded.

SCOPE OF WORK

The firm must be able to provide full-service design and construction management services for the construction of public facilities including but not limited to police stations, fire stations, recreation facilities and administrative offices. The firm must also have the capability of providing services from concept to completion of a project including surveying, environmental, geotechnical, structural, and civil-site design as well, either in-house or subcontracted. Projects will be assigned on an as-needed basis with the scope of work and fee to be negotiated for each task ordered. At least one task is expected to utilize ARPA (federal) funding.

Proposals must include, at a minimum, the following:

• Cover letter

• Overview of the firm

• Resumes of key personnel

• Relevant project experience, ten (10) year minimum (project date sheets sufficient to describe the scope of the project)

• Narrative on how their firm meets the above experience and Scope of Work requirements.

• At least five (5) references three (3) of which are Federally funded projects

• Completion of the rates schedule, attached

• Sample Certificate of Insurance

• Contractor Affidavit (E-verify)

It is anticipated that one firm will be selected on the basis of the following detailed criteria:

• Hourly rates (see attached schedule) 30%

• Ten years’ experience in designing and managing the construction and rehabilitation of public facilities & federally funded projects 60%

• References 5%

• Geographic Considerations 5%

The following questions/concerns or requests for clarification have been received:

1. QUESTION: For Comprehensive General Liability Insurance coverage, would umbrella liability coverage of $5M per occurrence suffice? CITY’S RESPONSE: The City has issued revised insurance requirements. See attached. Comprehensive General Liability is still required but yes, the umbrella coverage will suffice.

2. QUESTION: Page 1, last paragraph states: “…addendum…. will be issued…. not later than 72 hours prior to the time of submission of the proposals.” Can you please confirm that the 72 hours noted in this sentence are 72 business hours? i.e., 3 business days? “Business days” was specified in the previous sentence regarding when questions were due, but not in this sentence, so we’re requesting clarification. CITY’S RESPONSE: Business days is correct.

3. QUESTION: Page 3, fourth bullet lists: “Relevant project experience, ten (10) year minimum (project date sheets sufficient to describe the scope of the project).” Is the word “date” here a typo (should it be “data”)? CITY’S RESPONSE: Yes.

4. QUESTION: Hourly rates are called different things throughout the RFP. Please clarify that “price proposal” (named on pages 1 & 3), and “financial proposal” (named on page 5) are the same things in regard to this RFP. CITY’S RESPONSE: Yes.

5. QUESTION: In the Q&A’s already included in the RFP, the answer to question #3 states that

“The affidavit for the firm submitting the proposal must be submitted with proposal.” Does this mean that only the “Contractor Affidavit” (for the Prime) should be included with our submission? CITY’S RESPONSE: Yes. Do not submit any affidavits for subs with proposal.

6. QUESTION: Do the following items count towards the 50-page limit: covers, tabs, table of contents, required cover letter, required forms? CITY’S RESPONSE: No, they do not.

7. CLARIFICATION: The only affidavit required with proposal is the Prime Contractor’s affidavit.

Attached to this addendum is the Subcontractor Affidavit which would be required after an award.

INSURANCE REQUIREMENTS

The insurance requirements have changed. Those changes are as follows:

Insurance

A. Requirement:

Contractor shall procure and maintain in full force and effect for the duration of this Agreement, insurance protecting against claims for injuries to persons or damages to property which may arise from or in connection with performance of the Work hereunder by the Contractor, his agents, representatives, employees, or subcontractors.

B. Minimum Limits of Insurance:

Contractor shall maintain insurance policies with coverage and limits no less than:

i. Commercial General Liability: $1,000,000 combined single limit per occurrence for comprehensive coverage including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, damage for premises/operations, products/completed operations, independent contractors and contractual liability (specifically covering the indemnity), broad-from property damage, and underground, explosion and collapse hazard. This coverage may be achieved by using an excess or umbrella policy. The policy or policies must be on “an occurrence” basis (“claims made” coverage is not acceptable).

ii. Commercial Automobile Liability (owned, non-owned and hired): $1,000,000 combined single limit per occurrence and for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom.

iii. Workers' Compensation and Employers Liability: Workers’ Compensation limits as required by the State of Georgia and Employers Liability of $1,000,000 per occurrence or disease.

iv. Professional Liability (Errors and Omissions) Coverage: $2,000,000 per claim and in the aggregate is required, in the event a contractor is performing design, engineering or other professional services.

v. Commercial Umbrella or Excess Liability Coverage: $2,000,000 in liability excess coverage per occurrence above the contracts stated minimum coverage limits for Commercial General Liability, Commercial Automobile Liability, and the Workers' Compensation and Employers Liability policies of insurance. This may be satisfied by having the underlying liability limits that equal or exceed the combined amount of the underlying liability limits and umbrella coverage.

vi. Builder's "All Risk" Insurance: In the event Contractor is performing construction services under the Contract, Contractor shall procure and maintain “All-Risk” Builder’s insurance, written on a commercially recognized policy form, providing coverage for the Work performed under the contract, and the materials, equipment or other items incorporated therein, while the same are located at the construction site, stored off-site, or at the place of manufacture. The policy limit shall be in a minimum amount equal to the "full insurable value" of such equipment and 100% of the value of the Contract, including any additional costs which are normally insured under such policy. The insurance coverage shall include boiler and machinery insurance on a comprehensive basis and include coverage against damage or loss caused by earth movement (including but not limited to earthquake, landslide, subsidence and volcanic eruption), fire, flood, hurricanes, explosion, hail, lighting, weather, vandalism, malicious mischief, wind, collapse, riot, aircraft, smoke, or other cataclysmic events, and coverage against damage or loss caused by machinery accidents and operational and performance testing, commissioning and start-up, with extended coverage, and providing coverage for transit, with sub-limits sufficient to insure the full replacement value of the property or equipment removed from its site and while located away from its site until the date of final acceptance of the Work. The making of progress payments to the Contractor shall not be construed as relieving the Contractor or its subcontractors or insurance carriers providing the coverage described herein for responsibility for loss or direct physical loss, damage or destruction occurring prior to final acceptance of the Work.

C. Deductibles and Self-Insured Retention

Any deductibles or self-insurance retentions must be declared to and approved by Owner so that Owner may ensure the financial solvency of the Contractor. At the option of Owner, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Owner, its officers, officials, and employees; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Contractor shall pay all deductibles and be liable for all claims, losses and damages for which it self-insures.

D. Other Insurance Provisions

The policies are to contain, or be endorsed to contain, the following provisions:

i. General Liability, Automobile Liability, and Umbrella/Excess Insurance

(a) Additional Insured Requirement. Peachtree City, its elected and appointed officials, officers, boards, commissions, officers, employees, representatives, servants, volunteers and agents (hereinafter referred to as “Insured Party” or “Insured Parties”) are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor, premises owned, leased, or used by the Contractor; and automobiles owned, leased, hired, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Insured Parties. Nothing contained in this section shall be construed to require the Contractor to provide liability insurance coverage to the any Insured Party for claims asserted against such Insured Party for its sole negligence.

(b) Primary Insurance Requirement. The Contractor's insurance coverage shall be primary and noncontributing insurance as respects to any other insurance or self-insurance available to the Insured Parties. Any insurance or self-insurance maintained by the Insured Parties shall be in excess of the Contractor's insurance and shall not contribute with it.

(c) Reporting Requirement. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Insured Parties.

(d) Separate Coverage. Coverage shall state that the Contractor's insurance shall apply separately to each Insured Party against whom claim is made or suit is brought.

(e) Defense Costs/Cross Liability. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion.

E. Workers' Compensation and Employers Liability Coverage

The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance protecting against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. The insurer shall agree to waive all rights of subrogation against Owner, and its officers, officials, employees and volunteers for losses arising from the work performed by the Contractor for Owner.

F. Waiver of Subrogation

The insurers shall agree under each policy of insurance required by this Contract to waive all rights of subrogation against the Insured Parties for losses arising from work performed by the Contractor for Owner.

G. All Coverages

(i) Notice Requirement.

Each insurance policy required by this Contract shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to Owner, in care of the Peachtree City.

Owner reserves the right to accept alternate notice terms and provisions provided they meet the minimum requirements under Georgia law.

(ii) Acceptability.

The insurance to be maintained by Contractor must be issued by a company licensed or approved by the Insurance Commissioner to transact business in the State of Georgia. Such insurance shall be placed with insurers with a Best's Policyholder’s Rating of “A” or better and with a financial rating of Class VII or greater or be otherwise acceptable to the City. All policies shall be subject to approval by the City’s Attorney’s as to form and content.

(iii) Failure of Insurers.

The Contractor shall be responsible for any delay resulting from the failure of any insurer to furnish proof of coverage in the prescribed form

H. Verification of Coverage

Contractor shall furnish Owner with certificates of insurance and endorsements to the policies evidencing all coverages required by this Contract. Additionally, the declarations page for each insurance policy listed on the certificate of insurance shall be submitted to Owner. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements shall be received and approved by Owner before any work commences.

Owner reserves the right to require complete, certified copies of all required insurance policies at any time. The contractor shall provide proof that any expiring coverage has been renewed or replaced prior to the expiration of the coverage.

I. Subcontractors

Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including, but not limited to, naming the Insured Parties as additional insureds.

NOTE THE ADDITION OF THE FOLLOWING REQUIREMENTS CONSISTENT WITH 2 C.F.R. Part 200

Appendix II to Part 200 - Contract Provisions for Non-Federal Entity Contracts Under Federal Awards

In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following, as applicable.

(A) Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

(B) All contracts in excess of $10,000 must address termination for cause and for convenience by the non- Federal entity including the manner by which it will be effected and the basis for settlement.

(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non- Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended - Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

(H) Debarment and Suspension (Executive Orders 12549 and 12689) - A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

§ 200.323 Procurement of recovered materials.

A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

§ 200.316 Property trust relationship.

Real property, equipment, and intangible property, that are acquired or improved with a Federal award must be held in trust by the non-Federal entity as trustee for the beneficiaries of the project or program under which the property was acquired or improved. The Federal awarding agency may require the non-Federal entity to record liens or other appropriate notices of record to indicate that personal or real property has been acquired or improved with a Federal award and that use and disposition conditions apply to the property.

§ 200.322 Domestic preferences for procurements.

(a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award.

(b) For purposes of this section:

(1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

(2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

§ 200.321 Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms.

(a) The non-Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible.

(b) Affirmative steps must include:

(1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

(2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

(4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises;

(5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce;

and

(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (b)(1) through (5) of this section.

Attachment: Subcontractor Affidavit Revised Agreement

SUBCONTRACTOR AFFIDAVIT UNDER O.C.G.A. § 13-10-91(b) (3) By executing this affidavit, the undersigned subcontractor verifies its compliance with § O.C.G.A.

13-10-91 , stating affirmatively that the individual, firm , or corporation which is engaged in the physical performance of services under a contract with ____________________(name of Contractor) on behalf of Peachtree City has registered with, is authorized to use and uses federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in § O.C.G.A. 13- 10-91.

Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the sub-contractor with the information required by § O.C.G.A. 13-10-91 (b).

Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-subcontractor to the contractor within five business days of receipt. If the undersigned subcontractor receives notice of receipt of an affidavit from any sub-subcontractor that has contracted with a sub-subcontractor to forward, within five business days of receipt, a copy of such notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows:

Federal Work Authorization User Identification Number Date of Authorization

Company Name / Subcontractor Name

Name of Project

Name of Public Employer

I hereby declare under penalty of perjury that the foregoing is true and correct.

Executed on __________, _____, 20___ in _______________ (city), _____ (state).

Signature of Authorized Officer or Agent

Printed Name and Title of Authorized Officer or Agent

Subscribed and sworn before me on this the _____ day of ___________, 20____

Notary Public

My Commission Expires: ________________

PEACHTREE CITY, GEORGIA

Annual Contract for Architectural and Construction Management Services

Amended 7/18/2022

AGREEMENT

THIS CONTRACT, made and entered into as of the _____ day of ____________ 2022_ by and between

Peachtree City, Georgia, a political subdivision of the State of Georgia (hereinafter referred to as the “City”), and ________________ (hereinafter referred to as the “Consultant”).

WITNESSETH THAT:

WHEREAS, the City desires to engage the Consultant to perform certain services relating to:

ARCHITECTURAL AND CONSTRUCTION MANAGEMENT SERVICES.

WHEREAS, the Consultant is fully staffed with architects, engineers, interior designers, and technicians and is fully equipped to perform such services.

NOW, THEREFORE, the City and the Consultant in consideration of the promises and mutual obligations contained herein, the sufficiency of which is hereby expressly acknowledged, and under the conditions hereinafter set for, do agree as follows:

SECTION 1

EMPLOYMENT OF CONSULTANT

The City hereby engages the Consultant and the Consultant hereby aggress to perform the services hereinafter set forth.

SECTION 2

SCOPE OF SERVICES

The Consultant shall perform and carry out services as specified herein in conformance with the standard practices and procedures of its profession. The times and locations of the services will be on an “as needed” project basis for the life of the contract. The City or its representative shall notify the Consultant, either verbally or in writing, as to the time, location and type of services required for each project. Since this is an annual contract and the need for services is not known at this time of execution, therefore the City does not guarantee any minimum amount. No work shall be performed by Consultant unless such expenditures are approved, in writing, by the City prior to such work being performed by Consultant.

SECTION 3

SERVICES PROVIDED BY CONSULTANT

The Consultant agrees to perform the services in accordance with the agreement, the unit fee schedule and the general conditions, all of which are attached hereto as Exhibit “A” and are incorporated into the contract by express reference. All services shall be performed in accordance with applicable stands and acceptable architectural/engineering practice. Any modifications to this contract shall be in writing and shall be made only with the express approval of the parties hereto. Any modifications to this contract must be approved by the City Council of the City prior to such modifications becoming effective.

The Consultant shall perform the work under the Contract in compliance with all applicable laws and in compliance with all applicable codes. All plans and specifications shall bear the signature and seal of the Consultant, which shall be prima facie evidence that the ARCHITECT/ENGINEER has exercised the degree of skill and professional competence required of architects and professional engineers licensed in the State of Georgia and that the Consultant has not practiced beyond the limits of his field of specialty or expertise.

The Consultant, by the execution of this AGREEMENT contracts that he is possessed of that degree of care, learning, skill and ability which is ordinarily possessed by other members of his profession and further contracts that in the performance of the duties herein set forth he will exercise such degree of care, learning, skill and ability as is ordinarily employed by professional engineers licensed to practice in the State of Georgia under similar conditions and like circumstances and shall perform such duties without neglect, and shall not be liable except for failure to exercise such degree of care, learning, skill and ability.

Any other provision of this Contract to the contrary notwithstanding, the Consultant shall not receive any fee on account of increases in cost resulting from change orders necessitated by errors or oversights of the

Consultant.

As a condition for entry of this Contract, the Consultant represents, warrants and covenants that at the time of entry of this Contract, and during the term thereof, the Consultant shall observe and comply with all applicable laws governing equal employment opportunities, including the employment of persons with disabilities, as defined by the Americans with Disabilities Act of 1991. Furthermore, the Consultant shall maintain a drug free workplace as required by Georgia law during the term of this Contract.

SECTION 4

SERVICES PROVIDED BY THE CITY OF PEACHTREE CITY

It is agreed and understood that certain services, if required, will be performed and furnished by the City in a timely manner so as not to delay the Consultant unduly in Consultant’s performance of said obligations.

The aforesaid services shall include the following:

a. Information to the Consultant: Providing to the Consultant all task criteria, and full information as to the City’s requirements for each work order.

b. City Staff giving Notice of Problems: Giving prompt written notice to the consultant whenever the

City or its representative observes or otherwise becomes aware of any defect in the project or any changed circumstances which might affect the Consultant’s work on any assignment.

c. Access to Property: Guaranteeing access to the work site and making necessary provisions for the Consultant to enter upon public and private property as required of the Consultant to perform his services under this Contract.

SECTION 5

CONTRACT TIME

The contract time for the services described in the Unit Practice Schedule is to commence immediately upon execution of this Contract by the City and shall expire on September 30, 2023. Thereafter, unless terminated as set forth herein or unless either party provides at least thirty (30) days written notice prior to the expiration date, this Agreement shall automatically renew for additional one (1) year terms beginning on October 1 and ending on September 30 of each such year. Any request for services to be performed by the Consultant on or before the contract expiration date shall constitute a valid order and the contract time shall be extended accordingly.

SECTION 6

COMPENSATION FOR SERVICES

As full compensation for the performance of services, the City shall duly pay the Consultant the prices stipulated in the Unit Price Schedule, attached hereto and incorporated herein by reference. Such payment shall be made only for the actual quantities of work accomplished as determined and approved in writing by the City through inspections and measurements of the work completed.

a. Payment: The Consultant shall bill for his services on a work order basis for actual work performed.

Invoices shall be itemized according to the Unit Price Schedule attached hereto and incorporated herein by reference. Any variation from this fee schedule must be approved in writing by the City prior to execution of the work. Invoices for payment shall be submitted by the tenth (10th) calendar day of the current month for previous month’s work to the Accounts Payables Department to facilitate processing for payment by the 30th of the current month.

b. No unit price can be increased during the life of the contract, except with the express written approval of the City.

c. No work shall be performed by Consultant unless such expenditures are approved, in writing, by the

City prior to such work being performed by Consultant. There is no guarantee of any minimal amount of work.

SECTION 7

GENERAL CONDITIONS

a. Indemnification: Consultant agrees to protect, defend, indemnify, and hold harmless the City, its

Council members, agents and employees for any liabilities, damages, claims, suits, liens, and judgments, 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, in whole or in part, by the negligent acts or willful misconduct of the Consultant. Consultant’s obligation to protect, defend, indemnify, and hold harmless, shall also extend to any claims for the alleged infringement of any patent, trademark, copyright, or service mark, or any actual or alleged unfair competition, disparagement of product or service, or other business tort, or any actual or alleged violation of trade regulations arriving out of the performance of Consultant’s duties under this contract.

b. Non-exclusive agreement/Outside Bids: The City has the right to solicit outside bids or let separate contracts. This agreement shall be non-exclusive, and the City reserves the right to solicit services from other architects or engineers for projects within the City during the terms of this Agreement.

c. Subcontracting: The Consultant shall not subcontract any part of the work covered by this Contract or permit subcontracted work to be further subcontracted without the City’s prior written approval.

The City will not approve any subcontractor for work covered by this Contract that has not been recommended for approval by the City.

d. Audits and Inspections: At any time during normal business hours, and as often as the City may deem necessary, the Consultant shall make available for examination to the City and/or representatives of the City, for examination of all of its records with respect to all matters covered by this Contract. It shall also permit the City and/or its representatives to audit, examine and make copies, excerpts or transcripts from such records of personnel, conditions of employment and other relating to all matters covered by this Contract. The Consultant shall maintain all books, documents, papers, accounting records, and other evidence pertaining to costs incurred on each project and used in support of its project proposal and shall make such material available at all reasonable times during the period of the Contract and for three years from the date of final payment under the

Contract, for inspection by the City or any reviewing agencies, and copies thereof shall be furnished upon request. The Consultant agrees that this provision shall be included in any agreements it may make with any subcontractor, assignee, or transferee.

e. Ownership, Publication, Reproduction and Use: All documents and materials prepared pursuant to this Contract are the property of the City. The City shall have the unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, maps, or other materials prepared under this Contract without according credit of authorship.

f. Oral Agreements or Conversations: No oral agreements or conversation with any representative of the City, either before, during or after the execution of this Contract, shall affect or modify any of the Contract’s terms or general conditions.

g. Conflict of Interest: The Consultant agrees that it presently has no interest, and shall acquire no interest, whether direct or indirect, that would conflict in any material manner with the performance of its services hereunder. The Consultant further agrees that no person having such an interest will be utilized in the performance of this Contract.

h. 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 materially violate any of the covenants, agreements or stipulations of this Contract, the City shall thereupon 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. Continual failure to maintain the scheduled level of effort as proposed and prescribed shall constitute cause for termination. In such event, all finished or unfinished documents, data, and reports prepared by the Consultant under this Contract shall become the property of the City, and the Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such document, as well as for any other work performed as of the termination date.

i. Termination for Convenience of City: The City may terminate this Contract for its convenience at any time by providing thirty (30) days written notice to the Consultant. If the Contract is terminated by the City, the Consultant will be paid compensation for those services actually performed. Partially completed tasks will be compensated on the basis of a signed Statement of Completion to be submitted by the Consultant which shall itemize each task element and briefly state what work has been completed and what work remains to be done. All expenses shall be properly documented and submitted to the City for processing and payment. The City Council shall be the final authority in the event of any disputes over authorized costs.

j. Cooperation with Other Consultants: If the City undertakes or awards other contract for additional project-related work, the Consultant shall fully cooperate with such other consultants and City employees or appointed committee(s), and carefully accommodate its own work to such additional work as may be directed by the City. The Consultant shall not commit or permit any act which will materially interfere with the performance of work by any other Consultant or by City employees.

k. Confidentiality: The Consultant agrees that its conclusions and any reports generated pursuant to a project are for the confidential information of the City and that it will not disclose its conclusions in whole or in part or any persons whatsoever, other than to submit its written documentation to the

City, and will only discuss the same with the City or its authorized representatives. Articles, papers, reports, or other materials reporting the results and findings of the work conducted under this

Agreement, shall not be presented publicly or published without prior approval in writing by the City.

It is further agreed that if any information concerning a project, its conduct, results, or data gathered or processed should be released by the Consultant without prior approval from the City, the release of same shall constitute grounds for the termination of this Contract without indemnity to the

Consultant, but should any such information be released by the City or by the Consultant with prior written approval of the City, the same shall be regarded as public information and no longer subject to the restrictions of this Agreement.

SECTION 8

INSURANCE

Prior to execution of the contract, and at all times that this Contract is in force, the Consultant shall obtain, maintain and furnish to the City Certificates of Insurance from licensed companies doing business in the state of Georgia and acceptable to the City covering:

A. Requirement:

Contractor shall procure and maintain in full force and effect for the duration of this Agreement, insurance protecting against claims for injuries to persons or damages to property which may arise from or in connection with performance of the Work hereunder by the Contractor, his agents, representatives, employees, or subcontractors.

B. Minimum Limits of Insurance:

Contractor shall maintain insurance policies with coverage and limits no less than:

i. Commercial General Liability: $1,000,000 combined single limit per occurrence for comprehensive coverage including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, damage for premises/operations, products/completed operations, independent contractors and contractual liability (specifically covering the indemnity), broad-from property damage, and underground, explosion and collapse hazard. This coverage may be achieved by using an excess or umbrella policy. The policy or policies must be on “an occurrence” basis (“claims made” coverage is not acceptable).

ii. Commercial Automobile Liability (owned, non-owned and hired): $1,000,000 combined single limit per occurrence and for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom.

iii. Workers' Compensation and Employers Liability: Workers’ Compensation limits as required by the State of Georgia and Employers Liability of $1,000,000 per occurrence or disease.

iv. Professional Liability (Errors and Omissions) Coverage: $2,000,000 per claim and in the aggregate is required, in the event a contractor is performing design, engineering or other professional services.

v. Commercial Umbrella or Excess Liability Coverage: $2,000,000 in liability excess coverage per occurrence above the contracts stated minimum coverage limits for Commercial General Liability, Commercial Automobile Liability, and the Workers' Compensation and Employers Liability policies of insurance. This may be satisfied by having the underlying liability limits that equal or exceed the combined amount of the underlying liability limits and umbrella coverage.

vi. Builder's "All Risk" Insurance: In the event Contractor is performing construction services under the Contract, Contractor shall procure and maintain “All-Risk” Builder’s insurance, written on a commercially recognized policy form, providing coverage for the Work performed under the contract, and the materials, equipment or other items incorporated therein, while the same are located at the construction site, stored off-site, or at the place of manufacture. The policy limit shall be in a minimum amount equal to the "full insurable value" of such equipment and 100% of the value of the Contract, including any additional costs which are normally insured under such policy. The insurance coverage shall include boiler and machinery insurance on a comprehensive basis and include coverage against damage or loss caused by earth movement (including but not limited to earthquake, landslide, subsidence and volcanic eruption), fire, flood, hurricanes, explosion, hail, lighting, weather, vandalism, malicious mischief, wind, collapse, riot, aircraft, smoke, or other cataclysmic events, and coverage against damage or loss caused by machinery accidents and operational and performance testing, commissioning and start-up, with extended coverage, and providing coverage for transit, with sub-limits sufficient to insure the full replacement value of the property or equipment removed from its site and while located away from its site until the date of final acceptance of the Work. The making of progress payments to the Contractor shall not be construed as relieving the Contractor or its subcontractors or insurance carriers providing the coverage described herein for responsibility for loss or direct physical loss, damage or destruction occurring prior to final acceptance of the Work.

C. Deductibles and Self-Insured Retention

Any deductibles or self-insurance retentions must be declared to and approved by Owner so that Owner may ensure the financial solvency of the Contractor. At the option of Owner, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Owner, its officers, officials, and employees; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Contractor shall pay all deductibles and be liable for all claims, losses and damages for which it self-insures.

D. Other Insurance Provisions

The policies are to contain, or be endorsed to contain, the following provisions:

i. General Liability, Automobile Liability, and Umbrella/Excess Insurance

(a) Additional Insured Requirement. Peachtree City, its elected and appointed officials, officers, boards, commissions, officers, employees, representatives, servants, volunteers and agents (hereinafter referred to as “Insured Party” or “Insured Parties”) are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Contractor;

products and completed operations of the Contractor, premises owned, leased, or used by the Contractor; and automobiles owned, leased, hired, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Insured Parties.

Nothing contained in this section shall be construed to require the Contractor to provide liability insurance coverage to the any Insured Party for claims asserted against such Insured Party for its sole negligence.

(b) Primary Insurance Requirement. The Contractor's insurance coverage shall be primary and noncontributing insurance as respects to any other insurance or self-insurance available to the Insured Parties. Any insurance or self-insurance maintained by the Insured Parties shall be in excess of the Contractor's insurance and shall not contribute with it.

(c) Reporting Requirement. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Insured Parties.

(d) Separate Coverage. Coverage shall state that the Contractor's insurance shall apply separately to each Insured Party against whom claim is made or suit is brought.

(e) Defense Costs/Cross Liability. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion.

E. Workers' Compensation and Employers Liability Coverage

The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance protecting against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. The insurer shall agree to waive all rights of subrogation against Owner, and its officers, officials, employees and volunteers for losses arising from the work performed by the Contractor for Owner.

F. Waiver of Subrogation

The insurers shall agree under each policy of insurance required by this Contract to waive all rights of subrogation against the Insured Parties for losses arising from work performed by the Contractor for Owner.

G. All Coverages

(i) Notice Requirement.

Each insurance policy required by this Contract shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice by…