Chamblee Standard Contract Template.docx

Service Agreement THIS AGREEMENT, entered into as of this _______ day of _______________, ________, by and between ___________________________________________________________________________________, (hereinafter referred to as the "Service Provider") and the City of Chamblee, Georgia (hereinafter referred to as the "City").

WITNESSETH THAT:

WHEREAS, the City desires to engage the Service Provider to render certain technical or professional services hereinafter described in connection with (hereinafter referred to as the "Project"); and

WHEREAS, the Service Provider desires to render such services in connection with the Project.

NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

1. Employment of the Consultant. The City hereby agrees to engage the Service Provider and the Service Provider hereby agrees to perform the services hereinafter set forth in accordance with the terms and conditions contained herein.

2. Scope of Services. Service Provider shall do, perform and carry out in a satisfactory and proper manner, as determined by the City Manager or his/her authorized designee the work and services described in Attachment "A" which is attached hereto and made a part hereof.

3. Time of Performance. The services of the Service Provider are to commence no later than seven (7) days after the execution of this contract, shall be undertaken, and pursued in such sequence as to assure their expeditious completion and as may be required in Attachment "A". All services required hereunder shall be completed on or before _______________________. Provided, however, that Service Provider shall not be responsible for any delays caused by the City, the City’s Service Provider, or circumstances beyond the Service Provider’s control.

4. Compensation and Method of Payment. The Service Provider shall be compensated for the work and services to be performed under this contract as set forth in Attachment "B" which is attached hereto and made a part hereof. In no event, however, will the total compensation to be paid the Service Provider under this contract exceed the sum of _____________________________________________. The City agrees to pay the Service Provider following receipt by the City of a detailed invoice, reflecting the actual work performed by the Service Provider.

5. Service Provider’s Personnel. Service Provider represents that it has, or will secure at its own expense, all personnel required in performing the services under this contract. Such personnel shall not be employees of the City. Further, Service Provider agrees that no such personnel shall be involved in any way with the performance of this contract, without the express prior written approval of the City Manager or his/her authorized designee.

6. Approval of Subcontracts. None of the work or services to be performed under this contract by the Service Provider shall be subcontracted without the prior written approval of the City Manager or his/her authorized designee. If such subcontracting is authorized as herein provided, all subcontract documents shall be submitted to the City Manager or his/her authorized designee, for review and approval prior to the execution of such subcontract.

7. Review and Coordination. To ensure adequate review and evaluation of the work, and proper coordination among interested parties, the City shall be kept fully informed concerning the progress of the work and services to be performed hereunder. The City may require the Service Provider to meet with designated officials of the City from time to time to review the work. Reasonable prior notice of such review meeting shall be given the Service Provider.

8. Inspections. Authorized representatives of the City may at all reasonable times review and inspect the Project activities and services conducted pursuant to this contract.

9. Maintenance of Cost Records. The Service Provider shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred on the Project and shall make such material available at all reasonable times during the period of the contract, and for three years from the date of final payment under the contract, for inspection by the City.

10. Interest of Service Provider. The Service Provider covenants that neither the Service Provider, nor anyone controlled by the Service Provider, controlling the Service Provider, or under common control with the Service Provider, nor their agents, employees or subconsultants, presently has an interest, nor shall acquire an interest, direct or indirect, which would conflict in any manner or degree with the performance of its service hereunder, or which would prevent, or tend to prevent, the satisfactory performance of the Service Provider’s service hereunder in an impartial and unbiased manner. The Service Provider further covenants that in the performance of this contract no person having any such interest shall be employed by the Service Provider as an agent, subconsultant or otherwise.

11. Interest of Members of the City and Others. No officer, member or employee of the City, and no public official of any local government which is affected in any way by the Project, who exercises any function or responsibilities in the review or approval of the Project or any component part thereof, shall participate in any decision relating to this contract which affects his/her personal interest or the interest of any corporation, partnership or association in which he/she is, directly or indirectly, interested; nor shall any such officer, member or employee of the City, or public official of any local government affected by the Project, have any interest, direct or indirect, in this contract or the proceeds arising therefrom.

12. Nondiscrimination. During the performance of this contract, the Service Provider will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, or disability which does not preclude the applicant or employee from performing the essential functions of the position. The Service Provider will also, in all solicitations or advertisements for employees placed by qualified applicants, consider the same without regard to race, creed, color, sex, national origin, age, or disability, which does not preclude the applicant from performing the essential functions of the job. The Service Provider will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Contract so that such provision will be binding upon each subservice provider, providing that the foregoing provisions shall not apply to contracts or subservice providers for standard commercial supplies of raw materials.

13. Indemnification. To the fullest extent permitted by Laws and Regulations, Service Provider shall indemnify and hold harmless Owner, Project Administrator, and the officers, directors, partners, employees, of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or resulting from performance of the Work, but only to the extent caused by negligent acts or omissions or a breach of any provision hereof by Service Provider or any subcontractor or anyone directly employed by them, or anyone for whose acts they may be liable, except to the extent such claim, damage, loss, or expense is caused by a party indemnified hereunder. Nothing in this paragraph will require indemnification prohibited by O.C.G.A. § 13-8-2. In claims against any person or entity indemnified hereunder by Service Provider, the indemnification obligations herein shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Service Provider or subcontractor under workers’ compensation acts, disability benefit acts, or other employee benefit acts.

14. Insurance. The Service Provider shall not commence work under this contract until all insurance described below has been obtained and such insurance has been approved by the City, nor shall the Service Provider allow any subconsultant to commence work on his subcontract until all similar insurance required of the subconsultant has been so obtained and approved by the Service Provider. All policies shall be written by insurers licensed to do business in the State of Georgia and acceptable to the City, with a current A.M. Best rating of no less than A-:VII or equivalent. The Service Provider and any subconsultants must maintain the required insurance coverages for the duration of this agreement. The Service Provider shall procure and maintain, at his/her own expense, and shall cause any subconsultants to procure and maintain the minimum insurance coverages listed below.

a. Workers’ Compensation - The Service Provider shall procure and shall maintain during the life of this agreement, Statutory Worker's Compensation Insurance and Employers’ Liability Insurance for all of its employees to be engaged in work on the project under this agreement, and in case any such work is sublet, the Service Provider shall require the subconsultant similarly to provide Workers’ Compensation Insurance and Employers’ Liability Insurance for all of the latter's employees to be engaged in such work unless such employees are covered by the protection afforded by the Service Provider’s Workers’ Compensation Insurance and Employers’ Liability Insurance.

b. Comprehensive General Liability - The Service Provider shall procure and shall maintain during the life of this agreement, such Comprehensive General Liability Insurance as shall protect it and any subconsultant performing work covered by this agreement from claims for damages for Bodily Injury, including accidental death, as well as from claims for property damages, which may arise from operations under the agreement, whether such operations are by the Service Provider or by any subconsultant or by anyone directly or indirectly employed by either of them as well as products/completed operations coverage to protect the work being performed and completed by the Service Provider and its subconsultants. The amount of insurance shall not be less than the following:

· $2,000,000 General Aggregate

· $2,000,000 Products/Completed Operations Aggregate

· $1,000,000 Personal and Advertising Injury Limit

· $1,000,000 Each Occurrence Limit

c. Errors & Omissions/Professional Liability - The Service Provider shall hold the City harmless from any liability arising from acts or omissions of the Consultant’s employees or subconsultants and shall furnish to the City certificates of insurance certifying that the Service Provider is carrying errors and omissions/professional liability insurance in amounts not less than the following:

· $1,000,000 Each claim

· $2,000,000 Annual aggregate

d. Automobile Liability - The Service Provider shall procure and maintain during the life of this agreement, Comprehensive Automobile Liability Insurance in amounts not less than the following:

· $1,000,000 Bodily Injury or death to any one person

· $1,000,000 Bodily Injury, each occurrence

· $1,000,000 Property Damage, each occurrence

The insurance shall include coverage for owned, non-owned and hired vehicles used in the performance of this agreement.

e. Umbrella Policy - The Service Provider shall have an umbrella policy in place to provide at least $1,000,000 in additional coverage limits for the work being performed under this agreement or an amount equal to that to be paid for the work being performed under this agreement, whichever is greater. The umbrella should be placed over the General Liability/Products Liability, Employers Liability and Automobile Liability.

f. Additional Insured - The Service Provider shall name the City as an additional insured and shall provide the City with proof thereof with the certificate of insurance and copy of endorsement that meets the additional insured requirement or specifically lists the City as an additional insured for said work by Service Provider.

g. Certificates of Insurance - Certificates acceptable to the City shall be attached to the signed Contract Documents when they are transmitted to the City for execution. These certificates shall contain the statement that “Coverage afforded under the policies will not be canceled unless at least thirty (30) days prior to cancellation written notice has been given to the City, as evidenced by receipts of Registered or Certified mail.” The Service Provider shall not commence work under this contract until all insurance described above has been obtained and the City has approved such insurance.

15. Changes. The City may require changes in the work and services which the Service Provider is to perform hereunder. Such changes, including any increase or decrease in the amount of the Service Provider’s compensation which are mutually agreed upon by and between the City and the Service Provider, shall be incorporated in written amendments to this contract.

16. Assignability. The Service Provider shall not sublet, assign, transfer, pledge, convey, sell or otherwise dispose of the whole or any part of this Contract or his right, title, or interest therein to any person, firm, or corporation without the previous consent of the City in writing.

17. Termination for Cause. The City may terminate this contract for cause upon ten (10) days prior written notice to the Service Provider of the Service Provider’s default in the performance of any term of the Contract. Such termination shall be without prejudice to any of the City’s right or remedies provided by law.

18. Termination for Convenience. The City may terminate this Contract for its convenience at any time upon 30 days written notice to the Service Provider. In the event of the City’s termination of this Contract for convenience, the Service Provider will be paid for those services actually performed. Partially completed performance of the contract will be compensated based upon a signed statement of completion to be submitted by the Service Provider who shall itemize each element of performance.

19. Access to the Site; Photographs. The Service Provider shall have access to project locations and sites at all reasonable times and shall be permitted to photograph the project during construction and upon completion for its record and future use.

20. Compliance with Illegal Immigration Reform and Enforcement Act. Consultant and all subconsultants shall comply with Georgia’s Illegal Immigration Reform and Enforcement Act of 2011.

21. Governing Law. The parties agree that this Contract shall be governed and construed in accordance with the laws of the State of Georgia. This Contract has been signed in the City of Chamblee, Georgia.

IN WITNESS WHEREOF, the Consultant and the City have executed this Agreement as of the day first above written.

This __________ day of _______________________, 20_____.

CITY OF CHAMLBEE, GEORGIA SERVICE PROVIDER

Print Name

Title

ATTEST:

City Clerk

APPROVED AS TO FORM: