Addendum 1 RFP 25_14 ADA Compliant Playgroun.pdf

Purchasing Department I 4715 Frederick Dr SW, Atlanta, GA 30336

ADDENDUM NO. 1

Solicitation No.: RFP 25-14

Solicitation Title: ADA-Compliant Playground Equipment

ATTENTION ALL POTENTIAL BIDDERS:

MUST ADDENDUM. READ CAREFULLY AND FOLLOW ALL INSTRUCTIONS.

This addendum forms a part of the contract documents, modifies the original bidding documents, and shall be as binding as if contained therein.

Return Addendum with Bid Submittal. Failure to do so may subject the Bidder to disqualification.

TO ALL PROSPECTIVE BIDDERS, PLEASE NOTE THE FOLLOWING CHANGES AND

CLARIFICATIONS:

1. The Pre-Bid Conference Microsoft Teams Meeting ID, Passcode, Phone Number, and Phone Conference ID have changed to the following -

Meeting ID: 262 079 669 277 4 Passcode: 3BN3Wi3U Dial in by phone +1 929-583-6155, United States, New York City Phone conference ID: 618 331 541#

2. City Draft Contract has been added as Attachment D

The City of South Fulton website is the official location for the posting of all solicitation addenda and contract award results. It is the obligation of each Prospective Provider to frequently monitor the City’s website to obtain complete and timely information. The City’s website is located at https://www.cityofsouthfultonga.gov, and the Georgia Procurement Registry website https://ssl.doas.state.ga.us. All other terms, conditions, and specifications of the solicitation remain unchanged.

Name of Company / Firm / Organization

Printed Name of Authorized Rep. / Title Signature of Authorized Representative

X

X https://www.cityofsouthfultonga.gov/ https://ssl.doas.state.ga.us/ https://gcc02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.cityofsouthfultonga.gov%2F&data=05%7C01%7Clindell.miller%40cityofsouthfultonga.gov%7C23e2f9a62e8045020c5008dbc35be357%7Ce0f3e0436e7c4572aff6030339aec112%7C0%7C0%7C638318571653010433%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=EE3TiZKbgf3REdOICfVNp47m9ng2gHm8amBu3oyfUq4%3D&reserved=0

ATTACHMENT D - DRAFT CITY CONTRACT

ITB # 25-14

DRAFT CITY CONTRACT

ITB # 25-14

THIS CONTRACT for providing __________________________________________ for the City of South Fulton, Georgia, is made as of this day of 20__ and entered by and between the City of South Fulton, Georgia, a political and legal subdivision of the State of Georgia (hereinafter referred to as the “City”) and , (hereinafter referred to as Contractor) an authorized to conduct business in the State of Georgia, whose principal place of business located at .

WITNESSETH:

WHEREAS the City needs a qualified Contractor to provide ________________ as required and requested by the appropriate City Department; and

WHEREAS the City issued Invitation to Bid (ITB) _______________________ for the City of South Fulton, Georgia requesting bids from qualified Bidders to provide such services;

and

WHEREAS the Contractor responded to the Invitation to Bid (ITB) and represents that it is qualified, possesses the necessary expertise, knowledge, training and skills necessary to conduct and perform all requirements outlined in the Scope of Services, including providing of all materials, labor, transportation, supervision and supplies as required to perform the requested services for the City of South Fulton, Georgia; and

WHEREAS the City desires to enter a Contract with the Contractor to provide the required services.

WHEREAS, the Contractor has agreed to provide and perform such services as required at the compensation and terms provided herein; and

NOW THEREFORE, the City and Contractor in consideration of the promises and the mutual covenants contained in this Contract, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

CONTRACT TERM

Contract Term. This term of the contract will be for _ years of ____________________. The bidder will provide a bid for the scope of the project as defined for FY 20__.

1.1 Contract Time. The Contractor will mobilize with sufficient forces such that all work is completed within the agreed time to perform each task after the issuance of the NTP.

ARTICLE 2

SCOPE OF SERVICES

Bidder shall furnish all things necessary to provide ___________________________ including, but not limited to labor, tools, equipment, transportation, supervision, and administrative cost (direct and indirect) and all efforts necessary to perform and complete the specifications herein this ITB.

ARTICLE 3

COMPENSATION AND INVOICING

3.1 Compensation. The Contractor shall be compensated as set forth in Attachment B:

Bid Cost Form, attached hereto and incorporated herein by reference.

3.2 Purchase orders will be generated by the City of South Fulton, Finance &

Administrative Services Department, to the Contractor for the acquisition of products/services specified, after all the Contractor's required documents have been received in the Finance & Administrative Services Department. Any documents for the Project must refer to the Purchase Order number and Bid number.

3.3 Invoices

3.3.1 Invoices and/or statements may be emailed to:

Accountspayable@cityofsouthfultonga.gov or signed originals mailed directly to the address listed below. Please note: only the PDF format will be accepted as an original invoice. No faxed copies will be accepted.

City of South Fulton Finance & Administrative Services 5440 Fulton Industrial Boulevard, SW Atlanta, GA 30336 Attn: Accounts Payable

With a copy to:

City of South Fulton Public Works Department 5440 Fulton Industrial Boulevard, SW Atlanta, GA 30336 Attn: Antonio Valenzuela mailto:Accountspayable@cityofsouthfultonga.gov

3.3.2 The following information must appear on all invoices submitted:

3.3.2.1 Name and address of the Contractor.

3.3.2.2 Detailed breakdown of all charges for the services or products delivered, stating the applicable period.

3.3.2.3 City of South Fulton Purchase Order Number and Bid Number.

3.3.2.4 Invoices shall be based upon actual services rendered, actual work performance, and/or products delivered; and

3.3.2.5 Statement from the Contractor that all invoices reflect an accurate and correct representation of the work completed for the billing period. An authorized representative of the Contractor shall sign the statement.

3.4 Payments

3.4.1 Payment shall be tendered to the Contractor upon acceptance and approval by the City for satisfactory compliance with the general terms, conditions, and specifications of the Contract by completed services;

verification of completion of work; assurance that the work is completed as specified and warranted; and receipt of a valid invoice.

3.4.2 Progress payments may be requested monthly or less frequently as desired by the Contractor.

3.4.3 City’s Tax Exemption: The City is exempt from Federal Excise Tax or Georgia Sales Tax regarding goods and services. Exemption certificates will be furnished to the Contractor upon request.

ARTICLE 4

PROJECT SPECIFICATIONS

(GDOT-specific)

4.1 This Project will follow the current Georgia Department of Transportation (GDOT) State of Georgia Standard Specifications - Construction of Transportation Systems (2021 Edition), Supplements thereto (Published and Not Published), and applicable Special Provisions modifying them, along with the GDOT English Standards and Details for the Construction of Roadway and Bridges. All materials used in the process of completion of the work included in the Contract will be furnished from Georgia Department of Transportation certified suppliers only.

4.2 The Special Provisions are attached hereto and incorporated herein by reference as Exhibit C, Special Provisions. They shall be included as part of the Contract and must be followed by the Contractor.

ARTICLE 5

PROSECUTION AND PROGRESS

5.1 The Contractor shall refer to section 108.08 of the Specifications mentioned in Article 4 above for instructions on when to begin the work and when time charges are to start. Contract time charges shall begin as outlined in Standard Specification 108.08.

5.2 The Contractor shall refer to Section 150.6 for normal workweek and workday times. Additionally, the City may further restrict work times on roads where school traffic would be impacted.

ARTICLE 6

LAND OF RIGHTS-OF-WAY

6.1 Before entering on any land or right-of-way, the Contractor shall ascertain the requirements of applicable permits or easements obtained by the City and shall conduct its Work in accordance with requirements thereof, including the giving of notice. The Contractor shall be fully responsible for performing work to the requirements of any permit or easement-granting entity, even though such requirements may exceed or be more stringent than those otherwise required by the Contract, and shall compensate the City fully for any loss or expense arising from failure of the Contractor to perform as required by such entity. The Contractor shall provide at its own expense, without liability to the City, any additional land and access thereto that the Contractor may desire for temporary construction facilities, or for storage of materials.

6.2 The Contractor, upon approval of the CEI, may trim trees to a point above the work area as necessary to provide for the safe and continuous operation of the equipment. If trimming of any tree is required, the cost of this portion of work shall be included in the overall bid price for the project.

ARTICLE 7

CLEANING UP

7.1 The Contractor shall at all times keep the premises free from the accumulation of waste materials or rubbish caused by the Contractor’s employees or work. Upon completion of the Work, the Contractor shall remove all its plants, tools, materials, and other articles from the property of the City. Work will not be allowed to proceed and progress payments will be withheld until cleanup has been completed as directed by the CEI.

7.2 If the Contractor fails to clean up as provided in the Contract, the City may do so, and the cost thereof shall be charged to the Contractor. The Contractor shall ensure that neither it, its subcontractors, nor their employees or agents bring any hazardous materials or other materials/waste regulated by state, federal, or local law, which are not commonly used in the construction process, or which are not listed in any Specifications for the Project onto the Project site without first obtaining the City's advance written approval. The Contractor shall ensure that any hazardous materials/waste or other materials/waste that are regulated by state, federal or local law that the Contractor, its Sub-contractors, or their employees or agents bring onto or generate at the Project Site are handled in accordance with all applicable laws.

7.3 The Contractor shall pay all required material disposal fees and shall dispose of all materials in accordance with all applicable laws and regulations. The Contractor shall be responsible for all costs associated with improper disposal of materials, including any clean-up costs, fines or penalties, whether levied against the Contractor or the City.

7.4 The Contractor shall maintain and keep clean at all times the immediate approach to the Project site, including the roads abutting the Project site.

ARTICLE 8

PROTECTION AND RESTORATION OF PROPERTY AND LANDSCAPE

8.1 The Contractor shall be responsible for the preservation of all public and private property including but not limited to: mailboxes, crops, fishponds, trees, monuments, highway signs and markers, fences, grassed and sodded areas, etc., along and adjacent to the highway, road or street, and shall use every precaution necessary to prevent damage or injury thereto, unless the removal, alteration or destruction of such property is provided for under this Contract.

8.2 When or where any direct or indirect damage or injury is done to public or private property by or on account of any act, omission, neglect or misconduct in the execution of the work or in consequence of the non-execution thereof by the Contractor, its shall restore, at its own expense, such property to a condition similar or equal to that existing before such damage or injury was done. The Contractor shall make good such damage or injury in an acceptable manner by repairing, rebuilding or otherwise restoring as may be directed by the CEI. The Contractor shall correct all disturbed areas in an acceptable manner before payment will be made.

ARTICLE 9

DESIGN, STANDARDS AND PRACTICES

The design, strength, quality of materials and workmanship must conform to the highest standards of construction practices and/or services.

ARTICLE 10

CITY DIRECTION AND MONITORING OF WORK

10.1 At the direction of the Public Works Department, the Contractor will promptly correct all Work rejected by the City as faulty, defective, or failing to conform to the Specifications and/or to consensus standards adopted by both government and industry governing the work product, whether observed before or after substantial completion of the work, and whether completed. The Contractor shall bear all costs of correcting such rejected Work. All work shall be monitored and inspected by the

CEI.

10.2 All information disclosed by the City to the Contractor for the purpose of the Work to be done or information that comes to the attention of the Contractor during performing such work is to be kept strictly confidential.

ARTICLE 11

FINAL INSPECTION

11.1 To minimize the punch list work to be performed after final inspection. The Contractor shall notify the City and schedule a Closing Conference sixty (60) days before completing the job. The Conference discussion topics should include at a minimum:

11.1.1 Outstanding items of work.

11.1.2 List of Final reports – paperwork.

11.1.3 Corrections list; and

11.1.4 Information needed for the Material certificate

11.2 The Closing conference does not generate the punch list, only a list of items that can be corrected before final inspection.

11.3 Upon notice from the Contractor that the work is completed, the City shall make a final inspection of the work. It shall notify the Contractor of all instances where the work fails to comply with the Plans and Specifications, as well as any defects the City may discover. At no cost to the City, the Contractor shall immediately make such alterations as are necessary to bring the work into compliance with the Contract, the Plans, and Specifications.

ARTICLE 12

WARRANTIES, GUARANTEES AND CORRECTION OF WORK

12.1 The Contractor warrants to the City that materials and equipment furnished under the Contract shall be of good quality and new unless otherwise required or permitted by the Contract, that the Work shall be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract. Work not conforming to these requirements, including substitutions not properly approved and authorized, is considered defective. The City, in its sole discretion, may exclude from the Contractor's warranty, remedies for damage or defect, which the City determines were caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and regular usage.

12.2 Upon the completion of the work, and as a condition of final payment, the Contractor shall guarantee in writing that all work has been accomplished in conformance with the Contract. If required by the City, the Contractor shall also furnish additional satisfactory evidence as to the kind and quality of materials and equipment.

12.3 The Contractor shall promptly, and in no event later than forty-eight (48) hours after receiving written demand from the City, remedy any error, omission, defect, or non-compliance in the Work discovered by the City during construction or at any time thereafter until twelve (12) months after the final completion of the Work. Nothing herein shall be deemed to shorten any statutory period of limitation otherwise applicable to any legal action by the City against the Contractor.

12.4 The Contractor shall pay for any damage caused by any omission or defect in the Work, including without limitation any damage to other improvements or facilities.

In the event that the Contractor fail to timely make repairs, adjustments, or other remedy that may be made necessary by such defects, the City may do so and charge the Contractor the cost thereby incurred. The Performance Bond shall remain in full force and effect through the guarantee and warranty period.

12.5 All warranties and guarantees shall extend for the six (6) months as is required by the Contract. If any defect or deviation should exist, develop, be discovered or appear within such six (6) month period, the Contractor, at its sole cost and expense and immediately upon demand, shall fully and completely repair, correct, and eliminate such defect. The foregoing warranties and guarantees are cumulative of and in addition to, and not restrictive of or in lieu of, any and all other warranties and guarantees provided for or required by law. No one or more of the warranties contained herein shall be deemed to alter or limit any other.

12.6 Neither the final payment nor any provision of the Contract, nor partial or entire occupancy or use of the Work by the City, shall constitute an acceptance of any part of the Work that is not in accordance with the Contract or relieve the Contractor of liability for incomplete or faulty materials or workmanship.

12.7 All manufacturer warranties and guarantees shall be delivered to the City upon completion of the work. The Contractor shall assign and transfer to the City all guarantees warranties and agreements from all vendors, Contractors, or manufacturers regarding their performance, quality of workmanship or quality of materials supplied in connection with the Work. The Contractor represents and warrants that all such guarantees, warranties and agreements shall be freely assignable to the City, and that upon completion of the Work, all such guarantees, warranties and agreements shall be in place and enforceable by the City in accordance with their terms. The Contractor’s obligations pursuant to this general requirement shall survive any acceptance of Work, or termination or expiration of this Contract.

ARTICLE 13

REJECTION OF WORK AND MATERIALS

13.1 All work that is defective or deviates from the Specifications shall be rejected. All rejected Work shall be immediately replaced with other material, equipment, or work, which conforms with the Specifications at no additional cost to the City. If rejected Work is not removed within forty-eight (48) hours from the date of letter of notification, the City shall have the right and authority to stop the Work immediately and/or to arrange for the removal of said rejected Work at the cost and expense of the Contractor.

13.2 Inspection of the work shall not relieve the Contractor of any of its obligations, and defective Work shall be made good regardless of whether it has been previously inspected by the City and accepted or estimated for payment. The failure of the City to reject or condemn improper materials or workmanship shall not be considered as a waiver of any defect that may be discovered later.

ARTICLE 14

MATERIALS, SERVICES, AND FACILITIES

14.1 The Contractor shall at all times employ sufficient labor and equipment for executing the Work to full completion in the manner and time specified. Failure of the Contractor to provide adequate labor and equipment shall constitute default of the Contract. The labor and equipment to be used in the work by the Contractor shall be sufficient to meet the requirements of the work and shall be such as to produce a satisfactory quality of work in accordance with accepted industry practices and within the time specified in the Contract.

14.2 Materials and equipment shall be so stored and handled as to insure the preservation of their quality and fitness for the work. Stored materials and equipment to be incorporated in the Work shall be located so as to facilitate prompt inspection. No product, which has in any way become unfit for the intended purpose shall be incorporated into the work.

14.3 Manufactured articles, materials, and equipment shall be applied, installed, connected, erected, cleaned, and conditioned as directed by the manufacturer.

The Contractor shall promptly notify the City of any conflict between the instructions of any manufacturer and the requirements of the Drawings or the Specifications.

14.4 Materials, supplies, and equipment to be incorporated into the work shall be new and unused unless otherwise specifically stated in the Contract. The source of supply for all such products shall be submitted to the City, together with detailed descriptions thereof in the form of samples, shop drawings, tests, or other means necessary to adequately describe the items proposed. Approval by the City of a manufacturer or Contractor shall not constitute the approval of materials, supplies, or equipment obtained from such manufacturer or Contractor if they do not comply with the requirements of the Contract. If, after installation, it is found that sources of supply, even though previously approved by the City, have not furnished products meeting the intent of the Contract, the Contractor shall thereafter furnish products from other approved sources, and shall remove completed work incorporating products, which do not meet Contract requirements.

14.5 Only materials and equipment, which are to be used directly in the work, may be brought to and stored on the Project site by the Contractor. After equipment is no longer required for the work, it must be promptly removed from the Project site.

Protection of construction materials and equipment stored at the Project site from weather, theft, damage, and all other adversity is the sole responsibility of the Contractor.

14.6 The Contractor must ensure that the work, at all times, is performed in a manner that affords reasonable access, both vehicular and pedestrian, and for emergency response to the site of the work and all adjacent areas. The work must be performed, to the fullest extent reasonably possible, in such a manner that public areas adjacent to the site of the work are free from debris, building materials and equipment likely to cause hazardous conditions. Without limitation of any other provision of the Contract, the Contractor must use its best efforts to minimize any interference with the occupancy or beneficial use of one (1) any areas and buildings adjacent to the site of the Work, or two (2) the Project.

14.7 The Contractor shall cooperate with the City in any required use of its property and arrange for storage of materials on the Project site in such areas as are mutually agreed upon.

14.8 Weather Conditions. The Contractor shall be required to protect all work and materials against damage or injury from the weather. If, in the opinion of the City, any work or materials shall have been damaged or injured by reason of failure to protect such, all such materials or work shall be removed and replaced at the expense of the Contractor.

ARTICLE 15

LIQUIDATED DAMAGES

15.1 The Contractor acknowledges that time is of the essence with respect to the Work governed by the Contract. The Contractor acknowledges and recognizes that if it fails to achieve Substantial Completion of any portion of the work within the Contract Time as may be extended in accordance with the terms of this Contract, the City will sustain substantial losses as a result of such failure. The Contractor further acknowledges that the City will suffer damages that are difficult, if not impossible, to accurately estimate. The Contractor shall be assessed liquidated damages as set forth in GDOT Standard Specification 108.08 for failure to complete the work in ninety (90) calendar days. Any liquidated damages not deducted from any unpaid amounts due the Contractor are payable to the City at the City’s demand.

15.2 The Contractor shall be allowed twenty (20) available days to complete all items on the punch list once the punch list is issued by the CEI. During this time, no liquidated damages shall be assessed. If the Contractor is already in liquidated damages prior to beginning the punch list then liquidated damages shall be postponed for the twenty (20) available days. Once the twenty (20) available days expire then liquidated damages will continue to accrue if the Contractor fails to complete the punch list.

ARTICLE 16

BONDING AND INSURANCE REQUIREMENTS

The Contractor shall comply with all bonding and insurance requirements set forth in Appendix A: Bonding and Insurance Requirements, attached hereto and incorporated herein by reference.

ARTICLE 17

INDEPENDENT CONTRACTOR

In conducting its business hereunder, the Contractor shall act as an independent Contractor and not as an employee or agent of City. The selection, retention, assignment, direction and payment of the Contractor employees and Sub-Contractors shall be the sole responsibility of the Contractor.

ARTICLE 18

CONTROLLING LAW VENUE

This Contract shall be governed by and construed in accordance with the substantive laws of the State of Georgia without regard to its choice of law principles.

18.1 Jurisdiction and Venue. The Parties hereby submit and consent to the exclusive jurisdiction of the Superior Court of Fulton County, Georgia or in the United States District Court for the Northern District of Georgia and irrevocably agree that all actions or proceedings relating to this Contract will be litigated in such courts, and each of the Parties waives any objection which it may have based on improper venue or forum non-convenience to the conduct of any such action or proceeding in such court.

18.2 Equitable Remedies. The Parties agree that, notwithstanding the provisions of this Section, due to the unique nature of either Party’s Confidential Information, there may not be an adequate remedy at law for a breach of the Section titled “Confidential Information,” which breach may result in irreparable harm to the non-disclosing Party. Accordingly, in such instance, the non-breaching Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

ARTICLE 19

ASSIGNMENT

19.1 Except as other provided herein, this Contract shall not be sold, assigned or transferred by the Contractor by process or operation of law or in any other manner whatsoever, including intra-corporate transfers or reorganizations between or among a subsidiary of the Contractor, or with a business entity which is merged or consolidated with the Contractor or which purchases a majority or controlling interest in the ownership or assets of the Contractor without the prior written consent of the City.

19.2 The Contractor may subcontract to an Affiliate or a third-party work to be performed under this Contract or otherwise assign the rights and obligations hereunder to such Affiliate but will remain financially responsible for the performance of such obligations.

ARTICLE 20

NON-DISCRIMINATION

20.1 Notwithstanding any other provision of the Contract, during its performance the Contractor, for itself, its heirs, personal representatives, successors in interest and assigns, as part of the consideration of this Contract does hereby covenant and agree that:

20.1.1 No person on the grounds of age, race, color, religion, sex, sexual orientation, marital status or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination.

20.1.2 In the furnishing of services or materials no person shall, on the grounds of age, race, color, religion, sex, sexual orientation, marital status or national origin, be excluded from participation in, or denied the benefits of, such activities, or otherwise be subjected to discrimination.

ARTICLE 21

DEFAULT AND TERMINATION

21.1 Termination by City for Cause. City may at its option, by giving written notice to Contractor, terminate this Contract:

21.1.1 For a material breach of the Contract by Contractor that is not cured by

Contractor within ten (10) days of the date on which City provides written notice of such breach or such other date in the written notice;

21.1.2 Immediately for a material breach of the Contract Documents; and

21.1.3 Immediately for engaging in behavior that is dishonest, fraudulent or constitutes a conflict of interest with Contractor’s obligations under this Contract or is in violation of any City Ethics Ordinances.

21.2 Re-procurement Costs. In addition to all other rights and remedies City may have, if this Contract is terminated by the City pursuant to the above subsection entitled “Termination by the City for Cause”, Contractor will be liable for all costs in excess of the Charges for all terminated Services reasonably and necessarily incurred by the City in the completion of the Services, including the cost of administration of any Contract awarded to other Persons for completion. If improperly terminates this Contract for cause, the termination for cause will be considered a termination for convenience in accordance with the provisions of the Section entitled “Termination by the City for Convenience”.

21.3 Termination by Insolvency. City may terminate this Contract immediately by delivering written notice of such termination to Contractor if Contractor:

21.3.1 Becomes insolvent, as that term may be defined under Applicable Law, or is unable to meet its debts as they mature.

21.3.2 Files a voluntary petition in bankruptcy or seeks reorganization or to effect a plan or other arrangement with creditors.

21.3.3 Is adjudicated bankrupt or makes an assignment for the benefit of its creditors generally.

21.3.4 Fails to deny or contest the material allegations of an involuntary petition filed against it pursuant to any applicable law relating to bankruptcy, arrangement or reorganization, which is not dismissed within sixty (60) days; or

21.3.5 Applies for or consents to the appointment of any receiver for all or any portion of its property.

21.4 Termination by City for Convenience. At any time during the Term of this Contract or any issued Task Order, City may terminate this Contract or the Task Order for convenience upon thirty (30) days written notice of such termination.

Upon a termination for convenience, Contractor waives any claims for damages, including loss of anticipated profits. As Contractor’s sole remedy and City’s sole liability, City will pay costs for the Work properly performed prior to the notice of termination, plus all reasonable costs for Work performed after the termination, as specified in such notice, and reasonable administrative costs of settling and paying claims arising out of the termination of services under purchase orders or subcontracts except to the extent any products under such purchase orders or subcontracts can be used by Contractor in its business within the thirty (30) days following termination. If requested, Contractor shall substantiate such costs with proof satisfactory to City.

21.5 Effect of Termination. Unless otherwise provided herein, termination of this

Contract, in whole or in part and for any reason, shall not affect:

21.5.1 Any liabilities or obligations of either Party arising before such termination or out of the events causing such termination;

21.5.2 Any remedies to which a Party may be entitled under this Contract, at law or in equity; or

21.5.3 Upon termination of this Contract, Contractor shall immediately:

21.5.3.1 Discontinue Services on the date and to the extent specified in the notice and place no further purchase orders or subcontracts to the extent that they relate to the performance of the terminated Services;

21.5.3.2 Inventory, maintain and turn over to City all Work Product, licenses, equipment, materials, plant, tools, and property furnished by Contractor or provided by City for performance of the terminated Services;

21.5.3.3 Promptly obtain cancellation, upon terms satisfactory to City, of all purchase orders, subcontracts, rentals or any other agreements existing for performance of the terminated Services, or assign those agreements, as directed by City;

21.5.3.4 Comply with all other reasonable requests from City regarding the terminated Services; and

21.5.3.5 Continue to perform in accordance with all of the terms and conditions of this Contract any portion of the Services that are not terminated.

21.6 If funding for this Contract is terminated, City will not be obligated to continue construction of the Project and shall provide written notice to the Contractor.

ARTICLE 22

NOTICE

22.1 Any notice or consent required to be given by or on behalf of any party hereto to any other party hereto shall be in writing and shall be sent by:

22.1.1 Registered or certified United States mail, return receipt requested, postage prepaid.

22.1.2 Personal delivery to the City.

22.1.3 Overnight courier service; and/or

22.1.4 Delivered in person to the Contractor or his authorized representative on the work site. All notices sent to the addresses listed below shall be binding unless said address is changed in writing no less than two (2) weeks before such notice is sent. Future changes in address shall be effective upon written notice being given by the Contractor to the City or by the City to the Contractor’s authorized representative via certified first class U.S. mail, return receipt requested. Such notices will be addressed as follows:

Finance & Administrative Services 5440 Fulton Industrial Boulevard, SW Atlanta, GA 30336 Attn: Director

City Attorney’s Office 5440 Fulton Industrial Boulevard, SW Atlanta, GA 30336 Attn: City Attorney

If to the Contractor, addressed to:

ARTICLE 23

FEDERAL WORK AUTHORIZATION

23.1 Pursuant to O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10- 1-.02, the City cannot enter a Contract for the physical performance of services unless the Contractor and its Sub-Contractor register and participate in the Federal Work Authorization Program to verify specific information on all new employees.

23.2 The Contractor certifies that it has complied and will continue to comply with O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02.

23.3 The Contractor agrees to sign an affidavit evidencing its compliance with O.C.G.A.

§13-10-91 and Georgia Department of Labor Rule 300-10-1-.02. The signed affidavit is attached to this Contract as Appendix B: Required Form Submittals.

23.4 The Contractor agrees that in the event that it employs or Contracts with any Sub-

Contractor(s) in connection with this Contract, the Contractor will secure from each Sub-Contractor an affidavit that indicates the employee-number category applicable to that Subcontractor and certifies the Sub-Contractor’s current and continuing compliance with O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02. Any signed Sub-Contractor affidavit(s) obtained in connection with this Contract shall be attached hereto as Appendix B: Required Form Submittals.

ARTICLE 24

CORPORATE AUTHORITY

24. The Contractor has executed the Certificate of Corporate Authority attached hereto as Appendix B: Required Form Submittals. The officials of the Contractor executing this Contract are duly and properly in office and are fully authorized and empowered to execute the same for and on behalf of the Contractor. The Contractor has all requisite power and authority to enter into and perform its obligations under this Contract. The execution and delivery by the Contractor of this Contract and the compliance by the Contractor with all of the provisions of this Contract.

24.1 Is within the purposes, powers, and authority of the Contractor;

24.2 Has been done in full compliance with applicable law and has been approved by the governing body of the Contractor and is legal and will not conflict with or constitute on the part of the Contractor a violation of or a breach of or a default under any indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, Contract, or other agreement or instrument to which the Contractor is a party or by which the Contractor is otherwise subject or bound, or any license, judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation of any court or governmental agency or body having jurisdiction over the Contractor; and

24.3 Has been duly authorized by all necessary action on the part of the

Contractor. This Contract is a valid, legal, binding and enforceable obligation of the Contractor.

ARTICLE 25

INDEMNIFICATION

Contractor shall indemnify and hold the City, its elected and appointed officials, departments, agencies, boards, authorities, directors, officers, employees, agents, successors and permitted assigns, harmless from any losses, liabilities, damages, demands and claims, and all related costs (including reasonable legal fees and costs of investigation, litigation, settlement, judgment, interest and penalties) arising from claims or actions based upon:

25. 1 Contractor’s or Contractor’s Personnel’s performance, non-performance or breach of this Contract;

25.2 Compensation or benefits of any kind, by or on behalf of Contractor’s Personnel, or any subcontractor, claiming an employment or other relationship with Contractor or such subcontractor (or claiming that this Contract creates an inherent, statutory or implied employment relationship with City or arising in any other manner out of this Contract or the provision of services by such Contractor Personnel or subcontractor);

25.3 Any actual, alleged, threatened or potential violation of any applicable laws by Contractor or Contractor’s Personnel, to the extent such claim is based on the act or omission of Contractor or Contractor’s Personnel, excluding acts or omissions by or at the direction of the City;

25.4 Death of or injury to any individual caused, in whole or in part, by the tortious conduct of Contractor or any Person acting for, in the name of, at the direction or supervision of or on behalf of Contractor; and

25.5 Damage to, or loss or destruction of, any real or tangible personal property caused, in whole or in part, by the tortious conduct of Contractor or any Person acting for, in the name of, at the direction or supervision of, or on behalf of Contractor.

25.6 This indemnity provision shall include activities required for compliance with all applicable environmental laws, ordinances and regulations in effect during the term of this Contract and continue for a period of two (2) years after termination thereof.

25.7 The Contractor shall protect the City of South Fulton from claims involving infringements of patents and/or copyrights. The unauthorized use of patented articles is done at the risk of the Contractor.

25.8 This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation laws of the State of Georgia or arising out of the failure of such vendor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.

25.9 Contractor shall be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable.

25.10 Contractor shall agree to waive all rights of subrogation and/or financial recovery of any kind in favor of the City of South Fulton, Georgia, its departments, all elected and appointed officials, to include, but not limited to, its council members, directors, officers, agents, boards, volunteers and employees for losses arising or alleged to have arisen out of any work performed in relation to the Contract.

ARTICLE 26

MISCELLANEOUS PROVISIONS

26.1 Entire Contract. This Contract constitutes the entire agreement between the parties, and as of its effective date supersedes all prior or independent Contracts between the parties covering the subject matter hereof for the services to be provided, and all representations, warranties, inducements, promises or agreements, oral or otherwise, between the parties not embodied in this Contract shall be of no force or effect.

26.2 The City hereby engages the Contractor and the Contractor hereby agrees, to perform the services hereinafter set forth in accordance with this Contract, consisting of the following documents:

26.2.1 Any amendments as mutually agreed and signed by both parties;

26.2.2 Any subsequent Change Orders as mutually agreed to and approved by the City;

26.2.3 The Contractor’s licenses and/or permits, if applicable;

26.2.4 The Contractor’s insurance certificates; and

26.2.5 Appendices A & B; Attachments A & B and Exhibits A - C.

26.3 Change Orders. The City and the Contractor hereby agree that no modifications or amendment to this Contract shall be binding upon the parties unless the same is in writing, conforms to the City’s policies and procedures governing change orders, and is signed by the City’s and the Contractor’s duly authorized representatives in the same manner as this Contract is executed.

26.4 Severability. If a provision or term hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Contract shall not be void, but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties.

26.5 Headings. The headings used in this Contract are intended for convenience and reference only and do not define or limit the scope or meaning of any provision of this Contract.

26.6 Force Majeure. Neither party shall be held to be in breach of this Contract because of any failure to perform any of its obligations hereunder if said failure is due to any act of God, fire, flood, accident, strike, riot, insurrection, war, or any other cause over which that party has no control. Such party shall give notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence of the event and the obligation of the party giving such notice shall endeavor to remove or overcome such inability with all reasonable dispatch.

26.7 Waiver. The waiver of any breach, violation or default in or with respect to the performance or observance of the covenants and conditions contained herein shall not be taken to constitute a waiver of any subsequent breach, violation or default in or with respect to the same or any other covenant or condition hereof.

26.8 City Holidays. The City of South Fulton is open Monday through Friday, 8:30 A.M.

to 5:00 P.M., excluding City holidays approved by the City Council, closings due to inclement weather, and such other times as determined by the City Manager or Mayor and City Council.

New Year’s Day Martin Luther King Jr.’s Birthday President’s Day Memorial Day Juneteeth Day Independence Day Labor Day Indigenous People’s Day Election Day Veteran’s Day Thanksgiving Day Day after Thanksgiving Day Christmas Eve Christmas Day New Year’s Eve

26.9 TITLE VI SOLICITATION NOTICE - The City of South Fulton, GA, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations (28 CFR Part 42), hereby notifies all bidders or offerors that it will affirmatively ensure that for any Contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded a full and fair opportunity to submit bids in response to this invitation and will not be, on the grounds of race, color, or national origin, excluded from participation in, denied the benefits of, or subject to discrimination in consideration for an award for any program or activity that receives Federal funds or other Federal financial assistance.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the parties have caused this Contract to be executed on the date written above.

CITY OF SOUTH FULTON, GEORGIA

BY:

Khalid Kamau, Mayor City of South Fulton, Georgia

Attest:

Corey Adams, City Clerk

Approved as to form:

Sara D. Kelly, City Attorney

COMPANY OR SERVICE PROVIDER

BY:

Signature

Name:

Title:

BY: (Corporate Seal) Signature (Corporate Secretary)

Signed, sealed and delivered in the presence of:

, Notary Public

This day of ___________, 20__.

COMPANY OR SERVICE PROVIDER