Attachment E _ Standard Agency Contract Docs.pdf

Revised 09/2025

ACCGov

Unified Government of Athens-Clarke County Standard Agency Contract Form

Solicitation Title

Solicitation Number

Contract Number

1. This Contract is entered into between the Unified Government of Athens-Clarke County and the Contractor named below:

Government’s Name Unified Government of Athens-Clarke County

(hereafter called ACCGov) Contractor’s Name

(hereafter called Contractor)

2. Contract to Begin:

Date of Completion:

Renewals:

3. Performance Bond, if any:

Other Bonds, if any:

4. Maximum Amount of this Contract:

Total Financial Obligation of ACCGov for the First Fiscal Year:

Total Financial Obligation of ACCGov for each Renewal Period if Renewed:

5. Authorized Person to Receive Contract Notices for ACCGov:

Senior Buyer

Authorized Person to Receive Contract Notices for Contractor:

6. The parties agree to comply with the terms and conditions of the following attachments which are by this reference made a part of the Contract:

Attachment 1: Standard Agency Contract for Services

Attachment 2: Solicitation (referenced above)

Attachment 3: Contractor’s Final Response

Attachment 4: Include additional attachments for all other documents to be incorporated into contract.

IN WITNESS WHEREOF, this Contract has been executed by the parties hereto.

Contractor Government Contractor’s Name (if other than an individual, state whether a corporation, partnership, etc):

Government Name:

Unified Government of Athens-Clarke County, Georgia

By (Authorized Signature):

By (Authorized Signature):

Printed Name and Title of Person Signing:

Printed Name and Title of Person Signing:

Kelly Girtz, Mayor

Date Signed:

Date Signed:

Address:

Address:

Attest (include title of person attesting):

Attest (include title of person attesting):

Clerk of Commission

Corporate Seal (if applicable):

Seal:

Revised 09/2025 ACCGov

UNIFIED GOVERNMENT OF ATHENS-CLARKE COUNTY

STANDARD AGENCY CONTRACT

Attachment 1 Contract Terms and Conditions for Services

A. DEFINITIONS AND GENERAL INFORMATION

1. Definitions. The following words shall be defined as set forth below:

(i) "Contractor" means the provider(s) of the Services under the Contract.

(ii) “Department Director” means the director or acting director of the ACCGov department receiving the Services or goods pursuant to the Contract. This term may include independently-elected government officers, constitutional government officers, or a Charter officer of ACCGov, if applicable.

(iii) "Purchase Instrument" means the documentation issued by ACCGov to the

Contractor for a purchase of Services in accordance with the terms and conditions of the Contract. The Purchase Instrument should reference the Contract and may include an identification of the Services to be purchased, the time and location such Services will be utilized, and any other requirements deemed necessary by ACCGov.

(iv) "Response", "Contractor’s Response" or "Final Response" means the

Contractor’s submitted response to the RFx, including any modifications or clarifications accepted by ACCGov.

(v) "RFx" means the Request for Proposal, Request for Bid, or other solicitation document

(and any amendments or addenda thereto) specifically identified in the ACCGov Standard Agency Contract Form that was issued to solicit the Services that are subject to the Contract.

(vi) "Services" means the services and deliverables as provided in the RFx and as further described by the Response and the Contract.

(vii) "Government" or “ACCGov” means the Unified Government of Athens-Clarke

County, Georgia, a body politic and corporate, and a political subdivision of the State of Georgia. These terms also include any independently-elected government officers, constitutional government officers, or other governmental entities authorized to issue Purchase Instruments against the Contract.

(viii) "ACCGov Standard Agency Contract" or "Contract" means the agreement between

ACCGov and the Contractor as defined by the ACCGov Standard Agency Contract Form and its incorporated documents.

(ix) "ACCGov Standard Agency Contract Form" means the document that contains basic information about the Contract and incorporates by reference the applicable Contract Terms and Conditions, the RFx, Contractor’s Response to the RFx, the final pricing documentation for Services and any mutually agreed clarifications, modifications, additions and deletions resulting from final contract negotiations. No objection or amendment by a Contractor to the RFx requirements or the Contract shall be incorporated by reference into this Contract unless ACCGov has accepted the

Contractor’s objection or amendment in writing. The ACCGov Standard Agency Contract Form is defined separately and referred to separately throughout the ACCGov Standard Agency Contract as a means of identifying the location of certain information.

For example, the initial term of the Contract is defined by the dates in the ACCGov Standard Agency Contract Form.

2. Priority of Contract Provisions. Any pre-printed contract terms and conditions included on

Contractor’s forms or invoices shall be null and void.

3. Reporting Requirements. Contractor shall provide all reports required by the RFx. In addition, unless otherwise provided in the RFx, Contractor shall keep a record of the purchases made pursuant to the Contract and shall submit a quarterly written report to ACCGov.

B. DURATION OF CONTRACT

1. Contract Term. The Contract between ACCGov and the Contractor shall begin and end on the dates specified in the ACCGov Standard Agency Contract Form unless terminated earlier in accordance with the applicable terms and conditions. Pursuant to O.C.G.A. Section 36-30- 3, this Contract shall not be deemed to bind future Commissions, nor shall it be deemed to create an impermissible debt in contravention of Article IX, Section V, Paragraph I of the Georgia Constitution.

2. Contract Renewal. ACCGov shall have the option, in its sole discretion, to renew the

Contract for additional terms as defined in the ACCGov Standard Agency Contract Form on a year-to-year basis by giving the Contractor written notice of the renewal decision at least sixty

(60) days prior to the expiration of the initial term or renewal term. Renewal will depend upon the best interests of ACCGov, the availability of funding, and Contractor's performance.

Renewal will be accomplished through the issuance of a Notice of Award Amendment. Upon ACCGov's election, in its sole discretion, to renew any part of this Contract, Contractor shall remain obligated to perform in strict accordance with this Contract unless otherwise agreed by ACCGov and the Contractor in a signed writing executed with the same level of formality as this Contract.

3. Contract Extension. In the event that this Contract shall terminate or be likely to terminate prior to the making of an award for a new contract for the Services, ACCGov may, with the written consent of Contractor, extend this Contract for such period as may be necessary to afford ACCGov a continuous supply of the Services.

C. DESCRIPTION OF SERVICES

1. Specifications in Bidding Documents. All Services shall be provided in accordance with the specifications contained in the RFx, the terms of the Contract, and as further described in Contractor's Response.

2. Product Shipment and Delivery. All products, if any, shall be shipped F.O.B. destination.

Destination shall be the location(s) specified in the RFx or any provided Purchase Instrument.

All items shall be at the Contractor’s risk until they have been delivered and accepted by ACCGov. All items shall be subject to inspection on delivery. Hidden damage will remain the responsibility of the Contractor to remedy without cost to ACCGov, regardless of when the hidden damage is discovered.

3. Non-Exclusive Rights. The Contract is not exclusive. ACCGov reserves the right to select other contractors to provide services similar to the Services described in the Contract during the term of the Contract.

4. No Minimums Guaranteed. The Contract does not guarantee any minimum level of purchases or use of Services.

D. COMPENSATION

1. Pricing and Payment. The Contractor will be paid for Services provided pursuant to the Contract in accordance with the RFx and final pricing documents as incorporated into the ACCGov Standard Agency Contract Form and the terms of the Contract. Unless clearly stated otherwise in the Contract, all prices are firm and fixed and are not subject to variation. Prices include, but are not limited to freight, insurance, fuel surcharges and customs duties.

2. Billings. Payment for work performed shall invoiced monthly with an attached copy of each certificate of receipt of service for that month. The Contractor shall ensure that all invoices clearly reflect the purchase order number. Invoices must be submitted to Athens-Clarke County Accounts Payable, P.O. Box 1748, Athens, GA 30603 or Athens-Clarke County Accounts Payable, 375 Satula Avenue, Room 175, Athens, GA 30601, with a copy provided to the appropriate Department Director or his/her designee. ACCGov will pay all undisputed amounts in the Contractor’s invoice within thirty (30) days after receipt of the invoice, provided that the invoice is properly submitted as described herein. Failure to strictly comply with this provision may result in delayed payments for services rendered. The invoicing and payment process described herein will apply to all Services and goods contemplated under this Contract unless: (i) the RFx provides otherwise; or (ii) the Contractor and ACCGov attach a mutually-agreed upon schedule to this Contract providing for a different invoicing and payment process.

Unless otherwise agreed in a properly-executed writing by ACCGov and the Contractor, the Contractor shall not be entitled to receive any other payment or compensation from ACCGov for Services provided by or on behalf of the Contractor under the Contract. The Contractor shall be solely responsible for paying all costs, expenses, and charges it incurs in connection with its performance under the Contract.

3. Delay of Payment Due to Contractor’s Failure. If ACCGov in good faith determines that the

Contractor has failed to perform or deliver Services as required by the Contract, the Contractor shall not be entitled to any compensation under the Contract until such Service is performed or delivered. In this event, ACCGov may withhold that portion of the Contractor’s compensation which represents payment for Services that were not performed or delivered. To the extent that the Contractor’s failure to perform or deliver in a timely manner causes ACCGov to incur costs, ACCGov may deduct the amount of such incurred costs from any amounts payable to Contractor. ACCGov’s authority to deduct such incurred costs shall not in any way affect ACCGov’s authority to terminate the Contract.

4. Set-Off Against Sums Owed by the Contractor. In the event that the Contractor owes

ACCGov any sum under the terms of the Contract, pursuant to any judgment, or pursuant to any law, ACCGov may set off the sum owed against any sum owed by ACCGov to the Contractor in ACCGov’s sole discretion.

5. Suspension of Performance Due to Non-Payment. The Contractor shall have the right to suspend performance under this Contract if ACCGov fails to timely pay invoices as described herein. This right shall be cumulative of any other rights or remedies available to the

Contractor under this Contract or the laws of the State of Georgia. The Contractor may suspend its performance in accordance with this provision after providing at least ten (10) days’ official written notice to ACCGov.

E. TERMINATION

1. Immediate Termination. This Contract will terminate immediately and absolutely if ACCGov determines that adequate funds are de-appropriated such that ACCGov cannot fulfill its obligations under the Contract, which determination is at ACCGov's sole discretion and shall be conclusive. Further, ACCGov may terminate the Contract for any one or more of the following reasons effective immediately without advance notice:

(i) In the event the Contractor (or Contractor’s personnel) is required to be certified or licensed as a condition precedent to providing the Services, the revocation or loss of such license or certification may result in immediate termination of the Contract effective as of the date on which the license or certification is no longer in effect;

(ii) ACCGov determines that the actions, or failure to act, of the Contractor, its agents, employees or subcontractors have caused, or reasonably could cause, life, health or safety to be jeopardized;

(iii) The Contractor fails to comply with confidentiality laws or provisions; and/or

(iv) The Contractor furnished any statement, representation, or certification in connection with the Contract or the bidding process which is materially false, deceptive, incorrect or incomplete.

2. Termination for Cause. The occurrence of any one or more of the following events shall constitute cause for ACCGov to declare the Contractor in default of its obligations under the Contract:

(i) The Contractor fails to deliver or has delivered nonconforming Services or fails to perform, to ACCGov’s satisfaction, any material requirement of the Contract or is in violation of a material provision of the Contract, including, but without limitation, the express warranties made by the Contractor;

(ii) ACCGov determines that satisfactory performance of the Contract is substantially endangered or that a default is likely to occur;

(iii) The Contractor fails to make substantial and timely progress toward performance of the

Contract;

(iv) The Contractor becomes subject to any bankruptcy or insolvency proceeding under federal or state law to the extent allowed by applicable federal or state law including bankruptcy laws; the Contractor terminates or suspends its business; or ACCGov reasonably believes that the Contractor has become insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law;

(v) The Contractor has failed to comply with applicable federal, state and local laws, rules, ordinances, regulations, and orders when performing within the scope of the Contract;

(vi) The Contractor has engaged in conduct that has or may expose ACCGov to liability, as determined in ACCGov’s sole reasonable discretion; or

(vii) The Contractor has infringed any patent, trademark, copyright, trade dress, or any other intellectual property rights of ACCGov or a third party.

3. Notice of Default. If there is a default event caused by the Contractor, ACCGov shall provide official written notice to the Contractor requesting that the breach or noncompliance be remedied within the period of time specified in ACCGov’s official written notice to the Contractor. If the breach or noncompliance is not remedied within the period of time specified in the official written notice, ACCGov may:

(i) Immediately terminate the Contract without additional official written notice; and/or

(ii) Procure substitute Services from another source and charge the difference between the Contract and the substitute contract to the defaulting Contractor; and/or,

(iii) Enforce the terms and conditions of the Contract and seek any legal or equitable remedies available under the laws of the State of Georgia.

4. Termination Upon Notice. Following thirty (30) days’ official written notice, ACCGov may terminate the Contract in whole or in part without the payment of any penalty or incurring any further obligation to the Contractor. Following termination upon notice, the Contractor shall be entitled to compensation, upon submission of invoices and proper proof of claim, for Services provided under the Contract to ACCGov up to and including the date of termination.

5. Termination Due to Change in Law. ACCGov shall have the right to terminate this Contract without penalty by giving thirty (30) days’ official written notice to the Contractor as a result of any of the following:

(i) ACCGov’s authorization to operate is withdrawn or there is a material alteration in the programs administered by ACCGov; and/or

(ii) ACCGov’s duties are substantially modified; and/or

(iii) Upon an action of the governing authority of ACCGov (the Mayor & Commission), the result of which would result either in (i) or (ii) above (or both).

6. Payment Limitation in Event of Termination. In the event of termination of the Contract for any reason by ACCGov, ACCGov shall pay only those amounts, if any, due and owing to the Contractor for the Services actually rendered up to the date specified in the notice of termination for which ACCGov is obligated to pay pursuant to the Contract or Purchase Instrument. Payment will be made only upon submission of invoices and proper proof of the Contractor’s claim. This provision in no way limits the remedies available to ACCGov under the Contract in the event of termination. ACCGov shall not be liable for any costs incurred by the Contractor in its performance of the Contract, including, but not limited to, startup costs, overhead or other costs associated with the performance of the Contract.

7. The Contractor’s Termination Duties. Upon receipt of notice of termination or upon request of ACCGov, the Contractor shall:

(i) Cease work under the Contract and take all necessary or appropriate steps to limit disbursements and minimize costs, and furnish a report within thirty (30) days of the date of notice of termination, describing the status of all work under the Contract, including, without limitation, results accomplished, conclusions resulting therefrom, and any other matters ACCGov may require;

(ii) Immediately cease using and return to ACCGov, any personal property or materials, whether tangible or intangible, provided by ACCGov to the Contractor;

(iii) Comply with ACCGov’s instructions for the timely transfer of any active files and work product produced by the Contractor under the Contract;

(iv) Cooperate in good faith with ACCGov and its employees, agents and contractors during the transition period between the notification of termination and the substitution of any replacement contractor(s); and

(v) Immediately return to ACCGov any payments made by ACCGov for Services that were not delivered or rendered by the Contractor.

F. CONFIDENTIAL INFORMATION

1. Access to Confidential Data. The Contractor’s employees, agents and subcontractors may have access to confidential data maintained by ACCGov to the extent necessary to carry out the Contractor's responsibilities under the Contract. The Contractor shall presume that all information received pursuant to the Contract is confidential unless otherwise designated by ACCGov. If it is reasonably likely the Contractor will have access to ACCGov’s confidential information, then:

(i) The Contractor shall provide to ACCGov a written description of the Contractor's policies and procedures to safeguard confidential information;

(ii) Policies of confidentiality shall address, as appropriate, information conveyed in verbal, written, and electronic formats;

(iii) The Contractor must designate one individual who shall remain the responsible authority in charge of all data collected, used, or disseminated by the Contractor in connection with the performance of the Contract; and

(iv) The Contractor shall provide adequate supervision and training to its agents, employees and subcontractors to ensure compliance with the terms of the Contract.

The private or confidential data shall remain the property of ACCGov at all times. Some Services performed for ACCGov may require the Contractor to sign a nondisclosure agreement. Contractor understands and agrees that refusal or failure to sign such a nondisclosure agreement, if required, may result in termination of the Contract.

2. No Dissemination of Confidential Data. No confidential data collected, maintained, or used in the course of performance of the Contract shall be disseminated except as authorized by law and with the written consent of ACCGov, either during the period of the Contract or thereafter. Any data supplied to or created by the Contractor shall be considered the property of ACCGov. The Contractor must return any and all data collected, maintained, created or used in the course of the performance of the Contract, in whatever form it is maintained, promptly at the request of ACCGov.

3. Subpoena. In the event that a subpoena, civil discovery request, or other legal process is served upon the Contractor for records containing confidential information, the Contractor shall promptly notify ACCGov and cooperate with ACCGov in any lawful effort to protect the confidential information.

4. Reporting of Unauthorized Disclosure. The Contractor shall immediately report to ACCGov any unauthorized disclosure of confidential information.

5. Sunshine Laws. The Contractor acknowledges that ACCGov is a governmental entity in the

State of Georgia, and is thus subject to the Georgia Open Meetings Act, O.C.G.A. Sections 50-14-1, et seq., and the Georgia Open Records Act, O.C.G.A. Sections 50-18-70, et seq.

Nothing in this Contract shall be deemed to conflict with ACCGov’s responsibilities under these legislative enactments.

6. Sanctions. Nothing in the confidentiality provisions of this Contract should be construed to create an obligation on behalf of either the Contractor or ACCGov to subject either party to sanctions or contempt of court for failing to comply with a subpoena, discovery request, court order, administrative order, or other similar document.

7. Survives Termination. The Contractor’s confidentiality obligation under the Contract shall survive termination of the Contract.

G. INDEMNIFICATION

1. Contractor's Indemnification Obligation. Insofar as permitted by the laws of the State of Georgia, the Contractor agrees to indemnify and hold harmless ACCGov and ACCGov officers, employees, agents, and volunteers (collectively, "Indemnified Parties") from any and all costs, expenses, losses, claims, damages, liabilities, settlements and judgments, including reasonable value of the time spent by the Athens-Clarke County Attorney’s Office, related to or arising from:

(i) Any breach of the Contract;

(ii) Any negligent, intentional or wrongful act or omission of the Contractor or any employee, agent or subcontractor utilized or employed by the Contractor;

(iii) Any failure of Services to comply with applicable specifications, warranties, and certifications under the Contract;

(iv) The negligence or fault of the Contractor in design, testing, development, manufacture, or otherwise with respect to the Services provided under the Contract;

(v) Claims, demands, or lawsuits that, with respect to the goods (if any) or any parts thereof, allege product liability, strict product liability, or any variation thereof;

(vi) The Contractor’s performance or attempted performance of the Contract, including any employee, agent, or subcontractor utilized or employed by the Contractor;

(vii) Any failure by the Contractor to comply with the "Compliance with the Law" provision of the Contract;

(viii) Any failure by the Contractor to make all reports, payments and withholdings required by federal and state law with respect to social security, employee income and other taxes, fees or costs required by the Contractor to conduct business in the State of Georgia or the United States;

(ix) Any infringement of any copyright, trademark, patent, trade dress, or other intellectual property right; or

(x) Any failure by the Contractor to adhere to the confidentiality provisions of the Contract.

2. Litigation and Settlements. The Contractor shall, at its own expense, be entitled to and shall have the duty to participate in the defense of any suit against the Indemnified Parties. No settlement or compromise of any claim, loss or damage entered into by the Indemnified Parties shall be binding upon Contractor unless approved in writing by Contractor. No settlement or compromise of any claim, loss or damage entered into by Contractor shall be binding upon the Indemnified Parties unless approved by the governing authority of ACCGov or a similar lawful authority.

3. Patent/Copyright Infringement Indemnification. Contractor shall, at its own expense, be entitled to and shall have the duty to participate in the defense of any suit instituted against ACCGov and indemnify ACCGov against any award of damages and costs made against ACCGov by a final judgment of a court of last resort in such suit insofar as the same is based on any claim that any of the Services constitutes an infringement of any United States Letters Patent or copyright, provided ACCGov gives the Contractor immediate notice in writing of the institution of such suit, permits Contractor to fully participate in the defense of the same, and gives Contractor all available information, assistance and authority to enable Contractor to do

so. Subject to approval of the Athens-Clarke County Attorney’s Office, ACCGov shall tender defense of any such action to Contractor upon request by Contractor. Contractor shall not be liable for any award of judgment against ACCGov reached by compromise or settlement unless Contractor accepts the compromise or settlement. Contractor shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement shall be binding upon ACCGov unless approved by the governing authority of ACCGov or a similar lawful authority.

In case any of the Services is in any suit held to constitute infringement and its use is enjoined, Contractor shall, at its option and expense:

(i) Procure for ACCGov the right to continue using the Services;

(ii) Replace or modify the same so that it becomes non-infringing; or

(iii) Remove the same and cancel any future charges pertaining thereto.

Contractor, however, shall have no liability to ACCGov if any such patent, or copyright infringement or claim thereof is based upon or arises out of:

(i) Compliance with designs, plans or specifications furnished by or on behalf of ACCGov as to the Services;

(ii) Use of the Services in combination with apparatus or devices not supplied by

Contractor;

(iii) Use of the Services in a manner for which the same was neither designed nor contemplated; or

(iv) The claimed infringement of any patent or copyright in which ACCGov or any affiliate or subsidiary of ACCGov has any direct interest by license or otherwise.

4. Survives Termination. The indemnification obligations of the Contractor shall survive termination of the Contract.

H. INSURANCE

Contractor shall provide all insurance as required by the RFx.

I. BONDS

The Contractor shall provide all required bonds in accordance with the terms of the RFx and as stated in the ACCGov Standard Agency Contract Form.

J. WARRANTIES

1. Construction of Warranties Expressed in the Contract with Warranties Implied by Law.

All warranties made by the Contractor and/or subcontractors in all provisions of the Contract and the Contractor’s Response, whether or not the Contract specifically denominates the Contractor’s and/or subcontractors’ promise as a warranty or whether the warranty is created only by the Contractor’s affirmation or promise, or is created by a description of the Services to be provided, or by provision of samples to ACCGov shall not be construed as limiting or negating any warranty provided by law, including without limitation, warranties which arise through course of dealing or usage of trade, the warranty of merchantability, and the warranty of fitness for a particular purpose. The warranties expressed in the Contract are intended to modify the warranties implied by law only to the extent that they expand the warranties applicable to the Services provided by the Contractor. The provisions of this section apply during the term of the Contract and any extensions or renewals thereof.

2. Warranty – Nonconforming Services and Goods. All Services and any goods delivered by

Contractor to ACCGov shall be free from any defects in design, material, or workmanship. If any Services or goods offered by the Contractor are found to be defective in material or workmanship, or do not conform to Contractor’s warranty, ACCGov shall have the option of returning, repairing, or replacing the defective Services or goods at Contractor’s expense.

Payment for Services and any goods shall not constitute acceptance. Acceptance by ACCGov shall not relieve the Contractor of its warranty or any other obligation under the Contract.

3. Compliance with Federal Safety Acts. To the extent applicable to the goods and/or services provided under the Contract, Contractor warrants and guarantees to ACCGov that the Services provided under the Contract are in compliance with Sections 5 and 12 of the Federal Trade Commission Act; the Fair Packaging and Labeling Act; the Federal Food, Drug, and Cosmetic Act; the Consumer Product Safety Act; the Federal Environmental Pesticide Control Act; the Federal Hazardous Substances Act; the Fair Labor Standards Act; the Wool Products Labeling Act; the Flammable Fabrics Act; the Occupational Safety and Health Act; the Office of Management and Budget A-110 Appendix A; and the Anti-Kickback Act of 1986.

4. Originality and Title to Concepts, Materials, and Goods Produced. Contractor represents and warrants that all the concepts, materials, goods and Services produced, or provided to ACCGov pursuant to the terms of the Contract shall be wholly original with the Contractor or that the Contractor has secured all applicable interests, rights, licenses, permits or other intellectual property rights in such concepts, materials and works. The Contractor represents and warrants that the concepts, materials, goods and Services and ACCGov’s use of same and the exercise by ACCGov of the rights granted by the Contract shall not infringe upon any other work, other than material provided by the Contract to the Contractor to be used as a basis for such materials, or violate the rights of publicity or privacy of, or constitute a libel or slander against, any person, firm or corporation and that the concepts, materials and works will not infringe upon the copyright, trademark, trade name, trade dress patent, literary, dramatic, statutory, common law or any other rights of any person, firm or corporation or other entity. The Contractor represents and warrants that it is the owner of or otherwise has the right to use and distribute the goods and Services contemplated by the Contract.

5. Conformity with Contractual Requirements. The Contractor represents and warrants that the Services provided in accordance with the Contract will appear and operate in conformance with the terms and conditions of the Contract.

6. Authority to Enter into Contract. The Contractor represents and warrants that it has full authority to enter into the Contract and that it has not granted and will not grant any right or interest to any person or entity that might derogate, encumber, or interfere with the rights granted to ACCGov.

7. Obligations Owed to Third Parties. The Contractor represents and warrants that all obligations owed to third parties with respect to the activities contemplated to be undertaken by the Contractor pursuant to the Contract are or will be fully satisfied by the Contractor so that ACCGov will not have any obligations with respect thereto.

8. Title to Property. The Contractor represents and warrants that title to any property assigned, conveyed, or licensed to ACCGov is good and that transfer of title or license to ACCGov is rightful and that all property shall be delivered free of any security interest or other lien or encumbrance. Title to any supplies, materials, or equipment shall remain in the Contractor until fully paid for by ACCGov. Except as otherwise expressly authorized by ACCGov, all materials produced by Contractor personnel in performance of Services, including but not limited to software, charts, graphs, diagrams, video tapes and other project documentation shall be deemed to be work made for hire and shall be the property of ACCGov.

9. Industry Standards. The Contractor represents and expressly warrants that all aspects of the Services provided or used by it shall at a minimum conform to the standards in the Contractor’s industry. This requirement shall be in addition to any express warranties, representations, and specifications included in the Contract, which shall take precedence.

10. Contractor's Personnel and Staffing. Contractor warrants that all persons assigned to perform Services under this Contract are either lawful employees of Contractor or lawful employees of a subcontractor authorized by ACCGov as specified in the RFx. All persons assigned to perform Services under this Contract shall be qualified to perform such Services.

Personnel assigned by Contractor shall have all necessary professional licenses required to perform the Services.

11. ACCGov Security. ACCGov requires that all contractors and vendors conduct a criminal background investigation of any and all personnel utilized to provide Services to ACCGov.

Contractor represents that Contractor has conducted an appropriate background investigation, and Contractor warrants that it shall refrain from assigning personnel to any task under this Contract if such investigation reveals a disregard for the law or other background that indicates an unacceptable security risk as determined by ACCGov. The Contractor’s employees, agents and subcontractors may be granted access to ACCGov computers, hardware, software, programs and/or information technology infrastructure or operations to the extent necessary to carry out the Contractor's responsibilities under the Contract. Such access may be terminated at the sole discretion of ACCGov. The Contractor shall provide immediate notice to ACCGov of any employees, agents and/or subcontractors suspected of abusing or misusing such access privilege. The Contractor represents and warrants that Contractor shall provide notice to ACCGov of the changed status of any employee, agent or subcontractor granted access to ACCGov computers, hardware, software, programs and/or information technology infrastructure or operations, including, but not limited to, termination or change of the position or contract relationship.

12. Use of ACCGov Vehicles. Contractor warrants that no ACCGov vehicles will be used by

Contractor for the performance of Services under this Contract. Contractor shall be responsible for providing transportation necessary to perform all Services.

K. PRODUCT RECALL

If this Contract includes the provision of goods and in the event that any of the goods are found by the Contractor, ACCGov, any governmental agency, or court having jurisdiction to contain a defect, serious quality or performance deficiency, or not to be in compliance with any standard or requirement so as to require or make advisable that such goods be reworked or recalled, the Contractor will promptly communicate all relevant facts to ACCGov and undertake all corrective actions, including those required to meet all obligations imposed by laws, regulations, or orders, and shall file all necessary papers, corrective action programs, and other related documents, provided that nothing contained in this section shall preclude ACCGov from taking such action as may be required of it under any such law or regulation. The Contractor shall perform all necessary repairs or modifications at its sole expense except to any extent that the Contractor and ACCGov shall agree to the performance of such repairs by ACCGov upon mutually acceptable terms.

L. CONTRACT ADMINISTRATION

1. Order of Preference. In the case of any inconsistency or conflict among the specific provisions of the ACCGov Standard Agency Contract Terms and Conditions (including any amendments accepted by both ACCGov and the Contractor attached hereto), the RFx (including any subsequent addenda), and the Contractor’s Response, any inconsistency or conflict shall be resolved as follows:

(i) First, by giving preference to the specific provisions of the ACCGov Standard Agency

Contract Terms and Conditions.

(ii) Second, by giving preference to the specific provisions of the RFx.

(iii) Third, by giving preference to the specific provisions of the Contractor’s Response, except those objections or amendments by a Contractor that have not been explicitly accepted by ACCGov in writing shall not be included in this Contract and shall be given no weight or consideration.

2. Intent of References to Bid Documents. The references to the parties' obligations, which are contained in this document, are intended to supplement or clarify the obligations as stated in the RFx and the Contractor’s Response. The failure of the parties to make reference to the terms of the RFx or the Contractor’s Response in this document shall not be construed as creating a conflict and will not relieve the Contractor of the contractual obligations imposed by the terms of the RFx and the Contractor’s Response. The contractual obligations of ACCGov cannot be implied from the Contractor’s Response.

3. Compliance with the Law. The Contractor, its employees, agents, and subcontractors shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations, and orders now or hereafter in effect when performing under the Contract, including without limitation, all laws applicable to the prevention of discrimination and harassment in employment and the use of targeted small businesses as subcontractors or contractors. The Contractor, its employees, agents, and subcontractors shall also comply with all federal, state, and local laws regarding business permits and licenses that may be required to carry out the work performed under the Contract. Contractor and Contractor's personnel shall also comply with all ACCGov policies and standards in effect during the performance of the Contract, including but not limited to ACCGov’s policies and standards relating to personnel conduct, security, safety, confidentiality, and ethics.

4. Unlawful Discrimination. The Contractor hereby acknowledges Chapter 6-21 of the Code of Athens-Clarke County, Georgia, entitled “Unlawful Discrimination,” and hereby affirms its commitment to be bound by and to comply with its provisions. The Contractor will require the same of each and every subcontractor operating pursuant to this Contract.

5. Amendments. The Contract may be amended in writing from time to time by mutual consent of the parties. All amendments to the Contract must be in writing and fully executed by duly authorized representatives of ACCGov and the Contractor with the same level of formality as this Agreement.

6. Third Party Beneficiaries. There are no third-party beneficiaries to the Contract. The

Contract is intended only to benefit ACCGov and the Contractor.

7. Choice of Law and Forum. The laws of the State of Georgia shall govern and determine all matters arising out of or in connection with this Contract without regard to the choice of law provisions of state law. In the event any proceeding of a judicial nature is commenced in connection with this Contract, such proceeding shall solely be brought the Superior Court of Athens-Clarke County, Georgia, or if federal jurisdiction is applicable, the United States District Court for the Middle District of Georgia, Athens Division. Any proceedings of a quasi-judicial or administrative nature shall be brought exclusively in Athens-Clarke County, Georgia, whenever permissible under applicable law. This provision shall not be construed as waiving any immunity to suit or liability, including without limitation sovereign immunity, which may be available to ACCGov.

8. Assignment and Delegation. The Contract may not be assigned, transferred, or conveyed in whole or in part without the prior written consent of ACCGov. For the purpose of construing this clause, a transfer of a controlling interest in the Contractor shall be considered an assignment.

9. Use of Third Parties. Except as may be expressly agreed to in writing by ACCGov, Contractor shall not subcontract, assign, delegate, or otherwise permit anyone other than Contractor or Contractor's personnel to perform any of Contractor's obligations under this Contract or any of the work subsequently assigned under this Contract. No subcontract which Contractor enters into with respect to performance of obligations or work assigned under the Contract shall in any way relieve Contractor of any responsibility, obligation, or liability under this Contract and for the acts and omissions of all subcontractors, agents, and employees. All restrictions, obligations and responsibilities of the Contractor under the Contract shall also apply to the subcontractors. Any contract with a subcontractor must also preserve the rights of ACCGov. ACCGov shall have the right to request the removal of a subcontractor from the Contract for good cause.

10. Integration. The Contract represents the entire agreement between the parties concerning its subject matter. The parties shall not rely on any representation, whether oral or written, that may have been made that is not included in the Contract.

11. Headings or Captions. The paragraph headings or captions used in the Contract are for identification purposes only and do not limit or construe the contents of the paragraphs.

12. Not a Joint Venture. Nothing in the Contract shall be construed as creating or constituting the relationship of a partnership, joint venture, (or other association of any kind or agent and principal relationship) between the parties thereto. Each party shall be deemed to be an independent contractor contracting for the Services and acting toward the mutual benefits expected to be derived herefrom. Neither Contractor nor any of Contractor's agents, servants, employees, subcontractors or contractors shall become or be deemed to become agents, servants, or employees of ACCGov. Contractor shall therefore be responsible for compliance with all laws, rules and regulations involving its employees and any subcontractors, including but not limited to employment of labor, hours of labor, health and safety, working conditions, workers' compensation insurance, and payment of wages. No party has the authority to enter into any contract or create an obligation or liability on behalf of, in the name of, or binding upon another party to the Contract.

13. Joint and Several Liability. If the Contractor is a joint entity, consisting of more than one individual, partnership, corporation or other business organization, all such entities shall be jointly and severally liable for carrying out the activities and obligations of the Contract, and for any default of activities and obligations.

14. Supersedes Former Contracts or Agreements. Unless otherwise specified in the Contract, this Contract supersedes all prior contracts or agreements between ACCGov and the Contractor for the Services provided in connection with the Contract.

15. Waiver. Except as specifically provided for in a waiver signed by duly authorized representatives of ACCGov and the Contractor, failure by either party at any time to require performance by the other party or to claim a breach of any provision of the Contract shall not be construed as affecting any subsequent right to require performance or to claim a breach.

16. Official Written Notice. Any and all notices, designations, consents, offers, acceptances or any other communication described herein as an “official written notice” must be given in writing via at least one of two methods:

(i) Via registered mail, certified mail, or statutory overnight delivery as defined under the laws of the State of Georgia. Any such official written notice shall be addressed to the person who signed the Contract on behalf of the party at the address identified in the ACCGov Standard Agency Contract Form.

(ii) Via an electronic mail (email) containing the words “OFFICIAL WRITTEN NOTICE” in the subject line. The persons respectively designated as “Authorized Person to Receive Contract Notices” for the Contractor and for the Government are authorized to receive such notices via email.

Each such notice shall be deemed to have been provided:

(i) At the time it is actually received; or,

(ii) Within one (1) day in the case of statutory overnight delivery; or,

(iii) Within five (5) days after it is deposited in the U.S. Mail in the case of certified or registered U.S. Mail.

From time to time, the parties may change the name and address of the person designated to receive notice. Such change of the designated person shall be made via an official written notice to the other party as provided herein.

17. Cumulative Rights. The various rights, powers, options, elections, and remedies of any party provided in the Contract shall be construed as cumulative and not one of them is exclusive of the others or exclusive of any rights, remedies or priorities allowed either party by law, and shall in no way affect or impair the right of any party to pursue any other equitable or legal remedy to which any party may be entitled as long as any default remains in any way unremedied, unsatisfied, or undischarged.

18. Severability. If any provision of the Contract is determined by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of the Contract. Further, if any provision of the Contract is determined to be unenforceable by virtue of its scope, but may be made enforceable by a limitation of the provision, the provision shall be deemed to be amended to the minimum extent necessary to render it enforceable under the applicable law. Any agreement of ACCGov and the Contractor to amend, modify, eliminate, or otherwise change any part of this Contract shall not affect any other part of this Contract, and the remainder of this Contract shall continue to be of full force and effect.

19. Time is of the Essence. Time is of the essence with respect to the performance of the terms of the Contract. Contractor shall ensure that all personnel providing Services to ACCGov are responsive to ACCGov’s requirements and requests in all respects.

20. Authorization. The persons signing this Contract on behalf of the Contractor represents to

ACCGov that:

(i) It has the right, power and authority to enter into and perform its obligations under the Contract; and

(ii) It has taken all requisite action (corporate, statutory or otherwise) to approve execution, delivery and performance of the Contract and the Contract constitutes a legal, valid and binding obligation upon itself in accordance with its terms.

21. Successors in Interest. All the terms, provisions, and conditions of the Contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.

22. Record Retention and Access. The Contractor shall maintain books, records and documents in accordance with generally accepted accounting principles and procedures and which sufficiently and properly document and calculate all charges billed to ACCGov throughout the term of the Contract for a period of at least five (5) years following the date of final payment or completion of any required audit, whichever is later. Records to be maintained include both financial records and service records. The Contractor shall permit the Auditor or any authorized representative of ACCGov, and where State funds are involved, the Auditor of the State of Georgia, and where federal funds are involved, the Comptroller General of the United States, or any other authorized representative of the State of Georgia or United States government, to access and examine, audit, excerpt and transcribe any directly pertinent books, documents, papers, electronic or optically stored and created records or other records of the Contractor relating to orders, invoices or payments or any other documentation or materials pertaining to the Contract, wherever such records may be located during normal business hours. The Contractor shall not impose a charge for audit or examination of the Contractor’s books and records. If an audit discloses incorrect billings or improprieties, ACCGov reserves the right to charge the Contractor for the cost of the audit and appropriate reimbursement. Evidence of criminal conduct will be turned over to the proper authorities.

23. Clean Air and Water Certification. Contractor certifies that none of the facilities it uses to provide the Services are on the Environmental Protection State Entity (EPA) List of Violating Facilities. Contractor will immediately notify ACCGov of the receipt of any communication indicating that any of Contractor’s facilities are under consideration to be listed on the EPA List of Violating Facilities.

24. Debarred, Suspended, and Ineligible Status. Contractor certifies that the Contractor and/or any of its subcontractors have not been debarred, suspended, or declared ineligible by any agency of the State of Georgia, any city, county, or other political subdivision of the State of Georgia, or as defined in the Federal Acquisition Regulation (FAR) 48 C.F.R. Ch.1 Subpart

9.4. Contractor will immediately notify ACCGov if Contractor is debarred by the State, a political subdivision of the State of Georgia, or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors by a federal entity.

25. Use of Name or Intellectual Property. The Contractor agrees it will not use the name or any intellectual property, including but not limited to, ACCGov trademarks or logos in any manner, including commercial advertising or as a business reference, without the expressed prior written consent of ACCGov’s Manager.

26. Taxes. ACCGov is exempt from most federal, state, and local taxes. ACCGov will not be responsible for any tax for which ACCGov, as a local government entity, is otherwise legally exempt. Where required by law, ACCGov shall provide tax exemption certificates.