City of Commerce _ Downtown Master Plan .pdf

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City of Commerce

Request for Proposal (RFP) for

Downtown Master Plan Project

Issued: Monday, September 30, 2024

Proposals Due: Friday, October 25, 2024 at 11:00 A.M.

Bids shall only be accepted in person at City Hall

City Hall Location: 27 Sycamore Street, Commerce, GA 30529

Mandatory Pre-Bid Conference via Microsoft Teams: Wednesday, October 9, 2024 at 11:00 A.M.

The Microsoft Teams Link can be accessed through the Quest Portal System

Visit the Quest Portal at:

https://qcpi.questcdn.com/cdn/posting/?group=8011677&provider=8011677&projTy pe=all https://qcpi.questcdn.com/cdn/posting/?group=8011677&provider=8011677&projType=all

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Introduction

The City of Commerce is requesting proposals for consulting services for the development of a comprehensive downtown master plan. The master plan will serve as the basis for development in an effective and attractive manner. Interested firms are invited to submit a Proposal of

Qualifications (POQ) for consideration no later than 11:00 A.M. on October 25, 2024.

The goal of the Downtown Master Plan Project is to reimagine the aesthetics, safety, and functionality of public spaces and streets in downtown Commerce.

Background

Commerce began as the Community of Harmony Grove in 1818. After incorporating in 1884

Harmony grove officially changed its name to Commerce in 1909. Early on, the city became synonymous with textiles and was a major player with mills and clothing manufacturers central to the railroad. Downtown Commerce has one of the oldest main street programs in the state focused on historic preservation and redevelopment.

Commerce provides small city charm with access to big city amenities. The community of 7,000 is located near the foothills of the north Georgia mountains. It is located along I-85 70 miles east of

Atlanta and 20 miles north of Athens. Commerce is a full-service city that provides businesses and residents with electricity, natural gas, and water/sewer utilities.

The City footprint is 11.8 square miles and often provides essential services to the surrounding community.

Scope of Work

The master plan shall address recommendations, once a consultant is selected, to work collaboratively with city staff to reimagine a downtown community. The downtown master plan’s goals are to incorporate these tasks:

1. Project Initiation

2. Project Administration

3. Research and Analysis

4. Ongoing Community Outreach and Public Participation

5. Schematic Design

6. Final Master Plan

The Consultant shall be responsible and shall act as a prime coordinator(s) for all subconsultant services needed to complete the work and shall allow sufficient time to review and correct the work of sub-consultants prior to submission to the City. All meetings that the Consultant is required to attend should also include sub-consultants as appropriate.

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Task 1: Project Initiation

Meet with the city staff project team to develop and finalize a detailed work plan and schedule which at a minimum will establish meeting and presentation schedules and clarify roles and responsibilities of both staff and consultant teams.

Establish a project management team that includes the appropriate City representatives.

Establish a stakeholder team that includes representatives from the downtown business corridor and the City’s project management team.

Deliverables:

a. Meeting Notes

b. Project Management Team List

c. Stakeholders Team List

d. Final Work Plan and Project Schedule

Task 2: Project Administration

The Consultant will be expected to perform general administrative duties associated with the project, including progress monitoring, scheduling, and general correspondence.

Progress Reports Submit progress reports to the City’s project manager on a monthly basis. Progress reports will briefly summarize work accomplished to date, progress of specific work tasks, key decisions that will require input or discussion with City staff, and a list of any significant challenges or unresolved issues.

Project Schedule Prepare, submit and monitor the project schedule. The project schedule shall be updated monthly and submitted with the monthly project report.

Project Meetings Conduct meetings and presentations that will include an initial project meeting with City staff, periodic progress meetings, community involvement meetings (See Task 4), and other meetings as necessary throughout the preparation and adoption of deliverables.

Task 3: Research and Analysis

Review all available background materials, historical documents, maps, site plans, specialty assessment, such as an arborist, as-built construction documents, GIS files, and any other relevant information relating to the project. Perform site reviews and investigations, including a walk through with staff members most knowledgeable about the downtown maintenance, operations, condition, and use of the various public spaces and site components.

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Conduct meetings and/or interviews with City representatives and key external stakeholders to identify exiting site challenges, environmental constraints, desired improvements, and their preferred future vision. The Consultant shall be prepared to conduct up to six (6) stakeholder meetings. Internal representatives include staff members from Planning and Development, Public Works, Engineering, Parks and Recreation, Police/Fire, and City Administration.

External representatives include but may not be limited to key business owners in the downtown community, GDOT, Norfolk Southern, and the Northeast Georgia Regional Commission.

Furthermore, research and identify those state or federal governmental agencies which may have regulatory jurisdiction or funding allowance over future alterations within the project boundaries and understand the requirements and procedures of such agencies.

The Consultant shall evaluate and incorporate all existing Downtown Overlay District standards that will champion the revitalization of the downtown corridor. Subject matter to be included, but not limited to are: permitted uses, zoning setbacks/buffers, landscaping, architectural standards, building heights, signage, parking, the use of sidewalks, and etc.

Evaluate the existing site features in terms of condition, visual quality, public use value and historical preservation. Identify potential environmental constraints and develop a work plan if there are any mitigation requirements. The Consultant shall inventory existing land uses in the study area to account for possible new developments or land uses that may impact future development. Data gathering shall include community Land Use Plans.

a. Summary of meeting notes from internal City representatives and external key stakeholders.

b. Draft and final versions of Research and Analysis findings.

c. Initial environmental scan and future work plan.

Task 4: Ongoing Community Outreach and Public Participation

Prepare and conduct a community outreach process that will allow for the maximum public participation through a variety of strategies, including but not limited to surveys, stakeholder meetings, workshops, focus groups, and social media platforms.

At a minimum, there shall be two (2) general public meetings. Consultants shall provide sign-in sheets and comment cards for all meetings. Consultants shall avail themselves of any opportunities to meet with business representatives in the downtown corridor. The community outreach process should seek to achieve the following:

1. Educate the public about the master plan vision and objectives, as well as, the results of initial findings including constraints, opportunities, and challenges.

2. Provide opportunities for input on current downtown conditions, desirable amenities, activity adjacencies, and etc.

3. Solicit feedback once schematic designs are presented.

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a. Consultants shall prepare all written, graphic, and social media materials require to support the public outreach effort.

Deliverables:

a. Work plan detailing the community outreach strategy and timeline.

b. All written, graphic, and social media materials.

c. Written summary of community and public input.

Task 5: Schematic Design

Based on research and analysis findings and community outreach input, prepare schematic master plan alternatives for the downtown corridor and stormwater improvements as needed for review by internal and external stakeholders as well as the general public. Continue community outreach and public input process as needed to solicit comments. Prepare a preliminary construction cost estimate. Prepare preliminary operating and maintenance cost estimates for any new design elements being proposed. Draft Initial Study of environmental impacts resulting from the proposed modifications, indicating what if any, special studies will be required, and the level of environmental review needed.

a. Site plans, architectural drawings, renderings, or any other graphic materials needed to convey the schematic alternatives for the downtown corridor and stormwater improvements to both internal and external audiences.

b. Brief, narrative descriptions of any proposed new design features, including their purpose and function.

c. Written comments from internal/external review.

d. Presentation of schematic alternatives to the appropriate City Departments and City

Council, including feedback received to date.

e. All written and graphic materials are needed to conduct presentations.

Task 6: Final Master Plan

Final Master Plan Report, including all site plans, section and elevation drawings, and renderings; Research and Analysis findings; summary of strategies utilized, and comments obtained during Community Outreach and Public Participation processes; descriptions of all master plan features including stormwater enhancements.

These below items should be sufficiently addressed in the appropriate sections of the Master

Plan:

1. On a concept level, assess conveyance condition and provide recommendations for rehabilitation and/or, to include additional inlets.

2. Strategies to update the street runoff collection features as well as the “control” structures.

3. Green infrastructure/low-impact development management practices that are comparable in natural settings.

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4. Provide concept-level opinions of cost for each phase of development, including design, permitting, construction, and operations/maintenance (O&M).

5. Qualitative recommendations should be based on ranking criteria developed with City staff; and

6. Provide concept-level illustrations to visually convey/represent the schematic design.

a. Prepare up to five (5) sections to demonstrate streetscape improvements placed appropriately throughout the downtown corridor to reflect the proposed changes.

b. Prepare a digital model to visually convey/represent the proposed enhancements throughout the streetscape.

7. Prepare an illustrative master plan that conveys the reimagined downtown corridor improvements.

Guidelines The master plan consultant shall provide basic design guidelines for the following items in coordination with other City standards currently under development:

a. Architectural and Landscape Architectural Design Guidelines: Identify standard pedestrian light fixtures, site furniture, basic hardscape finishes, and architectural style.

This is not intended to be a detailed design guideline, but rather a framework for further studies.

a. Boundary Limits – See Downtown Corridor Exhibit

b. Design Elements to Consider & Include

i. Project Location Examples: East Clayton Street in Athens, GA & the City of

Monroe Downtown

ii. Symmetry, Uniformity, and Consistency

1. Street lights with banners; Edison bulbs hanging between light posts;

comfortable pedestrian sidewalks (8’ where applicable); Street trees and planters; Outdoor eating areas; Purposeful pedestrian crosswalks with signals and lights

iii. Angled Parking Additions

1. Cherry Street to Sycamore Street

2. Quillian Street to Homer Street

3. Jefferson Street to Georgia Avenue

4. Oak Street to Fire Department

iv. Parallel Parking Additions

1. Opportunities between Sycamore Street and Quillian Street

2. Opportunities between Georgia Street and Pine Street

Operations and Maintenance Plan The master plan will develop a phased operations and maintenance plan for the downtown corridor based on the strategic implementation plan. The plan will identify performance level guidelines and rough order of magnitude annual cost for the City to maintain the improvements annually.

a. General operations – Trash and debris removal, seasonal landscape, and general repairs.

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b. Active Facilities – Pedestrian light maintenance, stormwater maintenance, site furnishings maintenance.

c. Infrastructure – maintenance of infrastructure, such as, pressure washing sidewalks, parking lot maintenance.

Deliverables:

a. A final itemized construction cost estimate; funding analysis and potential sources;

itemized maintenance and/or operations costs for any new feature; and recommendations for phased development.

b. Analysis of user fees and recommendation of user fees for public downtown improvements.

c. Presentation of Final Master Plan to the appropriate City staff and City Council for approval.

d. All written and graphic materials needed to conduct presentations.

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Downtown Corridor Exhibit Depicting Boundary Limits

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I. REQUEST FOR QUALIFICATION PROCESS

The Request for Proposal (RFP) must contain the information outlined below.

Please include a title on each page of your RFP and number pages to ensure proper identification.

A. Cover Letter

B. Executive Summary

C. Evaluation and Selection Criteria

a. Approach

b. Qualifications and Experience of the Consultant Firm(s)

c. Qualifications and Experience of Key Staff

d. Cost Proposal

1. Cover/Transmittal Letter

Each proposal must have a Cover/Transmittal Letter briefly summarizing the qualifications and experience relevant to the scope. Please include in the letter the following:

a. Company’s information including name of company (include any dba names);

headquarters and parent company locations; and brief history of the company.

b. Company’s mailing address, contact person, telephone number for primary contact person, and email address.

c. A principal or officer of the company authorized to execute contracts or other similar documents on the firm’s behalf must sign the letter.

2. Executive Summary

An executive summary letter should include the key elements of the respondent’s proposal and an overview of the proposed team. Indicate the address and telephone number of the respondent’s office located nearest to Commerce, Georgia, and the office from which projects will be managed.

3. Evaluation and Selection Criteria

The City, at its discretion, may award the Contract to the most responsible and responsive consultants submitting qualifications which are deemed to be the most advantageous to the City. The following is the evaluation criteria the City will consider in determining which proposals are most advantageous to the City:

A. Approach

a. Methodology(ies): This should demonstrate the firm’s understanding of the nature of the work and approach to be taken. This should include addressing project objectives, scope of work, the proposed approach, and any other pertinent elements.

b. Schedule: Provide a proposed timeline which the firm believes they can accomplish the scope of work, including milestone dates.

B. Qualifications and Experience of the Consultant Firm(s)

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a. Describe recent experience relevant to this project with emphasis placed on projects managed by the key personnel to be assigned to this project. Submit at least three references with names, addresses, and phone numbers of those familiar with the consultant’s ability, experience, and reliability in the performance and management of projects of a similar nature.

C. Qualifications and Experience of Key Staff

a. Identify key individuals to be assigned to this project and include the function and/or responsibility of each identified individual. Experience summaries of these key individuals must be provided with emphasis on previous experience in similar roles on comparable projects and a copy of their resumes, if applicable.

D. Cost Proposal

a. Provide a proposed fee based on the stated Scope of Work, which includes all reimbursable items like mileage and printing. Once the desired consultant has been identified, the City reserves the right to negotiate the final fee.

Proposals submitted in response to this RFP will be evaluated and scored, in accordance with the criteria outlined below, by an evaluation committee established by the client.

Criteria Points Approach 10

Qualifications and Experience of the Consultant Firm(s) 35

Qualifications and Experience of Key Staff 25

Clarity of the proposal and creativity/thoroughness in addressing the tasks required 25

Cost 5

Highest Possible Score 100

a. All Corporations should provide a corporate seal, a copy of the Secretary of State’s

Certificate of Incorporation, and a listing of the principals of the corporation with the proposal.

b. The City is concerned about proposers’ financial capability to perform. Therefore, please provide enough data to lead evaluators to the conclusion that your firm has the financial capability to perform. As detailed financial data is generally proprietary, and proposers do not wish such information to be part of the public record under the Georgia Open Records

Act (G.O.R.A.), the City reserves the right to perform additional due diligence in this area, at the sole discretion of the City, prior to award of any contract.

c. The proposals will be the basis from which interested firms will be selected for interviews if deemed necessary. Following the City staff evaluation of the proposals received, selected firms may be invited to make oral presentations before the City’s Evaluation Panel. The

City’s Project Manager will provide additional details outlining the preferred content of the presentation to each firm or team of firms that are invited to participate. Upon completion of the evaluations, the City’s Evaluation Panel will determine the most qualified firms based on all materials and information presented.

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d. Any firm failing to submit information in accordance with the procedures set forth in the

RFP may be subject to disqualification. The City reserves the right to change the solicitation schedule or issue amendments to the solicitation at any time. The City reserves the right, at its sole discretion, to waive immaterial irregularities contained in the solicitation. The City reserves the right to reject any and all proposals at any time, without penalty. The City reserves the right to request "best and final" offers; and to issue a new RFP. Firms eliminated from further consideration will be notified by mail from the

City as soon as practical.

II. SUBMISSION OF RFP

RFP Number: 25-003

Pre-Bid Conference: Wednesday, October 9, 2024 at 11:00 A.M.

Questions Due: Thursday, October 17, 2024 at 11:00 A.M.

Proposal Due Date: Friday, October 25, 2024 at 11:00 A.M.

Presentation Invitees: October 28-30, 2024 – Times To Be Determined (TBD)

Awardee meetings with Stakeholders: November 19, 2024 – January 9, 2025 (TBD)

GMA Presentation 60% Complete: January 20, 2025 – TBD)

Proposals shall only be accepted in person at: 27 Sycamore Street, Commerce, GA 30529

All submissions are due at the location specified no later than the date and time specified herein. The RFP package must include detailed information relative to the Request for Proposal Process and Selection

Criteria, as required.

III. EVALUATION CRITERIA AND PROCESS

a. All proposals received will be reviewed by the Purchasing Manager to ensure that all administrative requirements of the RFP package have been met by the Offerors. Each proposal will be reviewed to ensure that the Offeror submitted all information required in the RFP and that all documents requiring a signature have been signed.

Failure to meet these requirements may be cause for rejection. All proposals that meet the administrative requirements will then be turned over to the evaluation committee for further evaluation.

b. The Evaluation Committee will review all submittals received and rank Offerors based on submittal information required in the Evaluation and Selection Criteria.

Discussions may be conducted by the City of Commerce with responsible Offerors who submit proposals determined to be reasonably susceptible of being selected for award for clarification to assure full understanding of and responsiveness to the solicitation requirements. Offerors shall be accorded fair and equal treatment with respect to any opportunity for discussion and revision of statements; and such revisions may be permitted after submissions and prior to award. In conducting any such discussions, there shall be no disclosure of any information derived from proposals submitted by competing Offerors. Cost will not be the deciding factor in this RFP.

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c. The City of Commerce reserves the right to addend the RFP prior to the date of proposal submission. Addenda will be posted to the Commerce website at https://qcpi.questcdn.com/cdn/posting/?group=8011677&provider=8011677&projType= all.

d. Awards of contract shall be made to the responsible Offerors who have successfully submitted a proposal and been ranked by the Evaluation Committee considering all the evaluation factors set forth in this RFP. No other factors or criteria shall be used in the evaluation. The City of Commerce reserves the right to reject all proposal’s submitted in response to this RFP.

IV. OTHER CONSIDERATIONS

a. Vendors responding to this RFP need to become a registered Vendor to sell products or services to the City of Commerce. Please note that the vendor file is a good source for vendor information but not the only source. Registration does not guarantee that your firm will be solicited for any or all requirements. The vendor file will also be used to support financial transactions with vendors including invoice payments. A Vendor

Application is available at https://commercega.gov/.

If you have any questions or concerns, please feel free to email:

City of Commerce

Finance Department: bids@commercega.gov

b. Prior to the due date, a submitted proposal may be withdrawn by the Offeror by submitting a written request to the Buyer named herein. A person authorized to sign for the Offeror must sign all such requests.

The City reserves the right to add provisions to the contract to be consistent with the successful Offeror's offer and to negotiate with the successful Offeror other additions to, deletions from, and/or changes in the language in the Contract, provided that no such addition, deletion or change in Contract language would, in the sole discretion of the City affect the evaluation criteria set forth herein, or give the successful Offeror a competitive advantage.

Any exceptions to the agreement must be clearly identified, accompany the Offeror's proposal, and be attached to the agreement. Offerors are cautioned that any exception submitted that will give the Offeror a competitive advantage over another Offeror or that will cause a failure to meet a mandatory requirement of the RFP will not be accepted.

Prior to award, the apparent winning Offeror(s) may be required to enter discussions with the City to resolve any contractual differences before an award is made. These discussions are to be finalized and all exceptions resolved within one (1) week of notification, if not, this could lead to rejection of the Offeror's proposal. Offeror will not retype the enclosed contract.

https://commercega.gov/ mailto:bids@commercega.gov

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V. CERTIFICATION

By my signature below, it is certified that my firm can meet all terms of the RFP and will perform the services specified; and for the privilege of doing so on the City of

Commerce premises. I understand that, upon proper acceptance of this offer by the

City of Commerce, a contract will thereby be created.

Given under my hand this __________day of _______________, 20______.

Name of Firm

Signature

Title

Business Address

Email Address

Sworn to and subscribed before me

This __________day of__________, 20______.

Notary Public

_______________________________________ My commission expires on the above date.

Request for Proposal

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PROPOSAL LETTER

We propose to furnish and deliver all the deliverables and services named in the attached

Request for Proposal (RFP). The price or prices offered herein shall apply for the period stated in the RFP.

It is understood and agreed that this statement of Proposal and proposal constitutes an offer, which when accepted in writing by the Purchasing Office, City of Commerce, and subject to the terms and conditions of such acceptance, will constitute a valid and binding contract between the undersigned and the City of Commerce.

It is understood and agreed that we have read the City’s specifications shown or referenced in the RFP and that this statement is made by the provisions of such specifications. By our written signature on this proposal, we guarantee and certify that all items included in this statement meet or exceed all such City specifications. We further agree, if awarded a contract, to deliver goods and services which meet or exceed the specifications. The City of Commerce reserves the right to reject any or all offers, waive technicalities, and informalities, and to make an award in the best interest of the city.

It is understood and agreed that this statement of Proposal and proposal shall be valid and held open for a period of one hundred twenty (120) days from the opening date.

PROPOSAL SIGNATURE AND CERTIFICATION

(Proposer to sign and return)

I certify that this offer is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign this proposal for the proposer. I further certify that the provisions of the

Official Code of Georgia Annotated, Sections 45-10-20 et. seq. has not violated and will not be violated in any respect.

Authorized Signature____________________________________Date_____________________________

Print/Type Name________________________________________

Print/Type Company Name________________________________________________________________

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This CONTRACT made and entered into this __________day of__________________ , 2024, by and between the City of Commerce, (Party of the First Part, hereinafter called the “City”), and ___________________________________. Party of the Second Part, hereinafter called the

“Service Provider” or “Contractor”).

NOW THEREFORE, for and in consideration of the mutual promises and obligations contained herein and under the conditions hereinafter set forth, the parties do hereby agree as follows:

1. TERMS:

The services to be performed under this Contract shall commence on the date hereof. The initial terms of this Contract shall be through December 31, 2024. This Contract shall terminate absolutely and without further obligation on the part of the City on December 31, 2024, and each December 31 of each succeeding and renewed year, as required by O.C.G.A. §36-60-13, as amended, unless terminated earlier by the provisions of this Contract.

2. ATTACHMENTS:

The following documents are attached and are specifically incorporated herein by reference; and, along with this Contract and the General Conditions attached as Exhibit A encompasses all of the Contract documents:

I. Proposal Conditions.

II. Request for Proposal Introduction (RFP 24-005 reference herein).

III. Request for Proposal.

Exhibit A: Georgia Security and Immigration Compliance Affidavit.

Exhibit B: Bond Documents: Payment Bond, Performance Bond, and Maintenance Bond.

Exhibit C: Drug-Free Workplace.

Exhibit D: Purchasing Policy Addendum.

Exhibit E: Affidavit Verifying Status for Public Benefit Application.

Exhibit F: Non-Collusion Affidavit

3. PERFORMANCE:

Service Provider agrees to furnish all skill and labor of every description necessary to carry out perform and perform the services following the Contract Documents (the “Work”).

4. PRICE:

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, provided, however, the Service

Provider guarantees that the maximum price for materials, labor, and expenses, shall be the amount reflected in Cost Proposal.

5. INDEMNIFICATION AND HOLD HARMLESS:

[See Section 13 of Exhibit A. --- General Conditions]

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Service Provider further agrees to indemnify, and hold harmless the CITY, its council members, officers, and employees from liability for compensation under the Worker’s Compensation Act arising out of injuries sustained by any employee or subcontract of the Service Provider, as allowed under the law.

6. 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 this

Contract. Such termination shall be without prejudice to any City’s rights or remedies provided by law.

7. TERMINATION FOR CONVENIENCE:

The City may terminate this Contract for its convenience at any time upon (30) day's 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 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.

8. TERMINATION FOR FUND APPROPRIATION:

The City may unilaterally terminate this Contract due to lack of funding at any time by written notice to the Service Provider. In the event of the City’s termination of this Contract for fund appropriation, the Service Provider will be paid for those services performed. Partially completed performance of the Contract will be compensated based upon a signed statement of completion to be submitted by the Service Provider which shall itemize each element of performance.

9. CONTRACT NOT TO DISCRIMINATE:

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 for standard commercial supplies of raw materials.

10. ASSIGNMENT:

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.

11. WAIVER: A waiver by either party of any breach of any provision, term, covenant, or condition of this Contract shall not be deemed a waiver of any subsequent breach of the same or any other provision, term, covenant, or condition.

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12. SEVERABILITY:

The parties agree that each of the provisions included in this Contract is separate, distinct and severable from the other and remaining provisions of this Contract and that the invalidity of any

Contract provision shall not affect the validity of any other provision or provisions of this contract.

13. GOVERNING LAW:

The parties agree that this Contract shall be governed and construed by the laws of the State of

Georgia. This Contract has been signed in Jackson County, Georgia.

14. MERGER CLAUSE:

The parties agree that the terms of this Contract include the entire Contract between the parties, and as such, shall exclusively bind the parties. No other representations, either oral or written, may be used to contradict the terms of this Contract.

15. SMALL AND MINORITY BUSINESSES CLAUSE:

With respect to openness and transparency, the City of Commerce encourages all businesses regardless of size and status to engage in the City’s procurement process. The City gives equal attention to all submissions and will work with individual firms to ensure that their questions are answered in a timely basis.

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

Signatures on the following page.

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Commerce, GEORGIA

By:___________________________________________

Mayor City of Commerce, Georgia

By:___________________________________________

Mayor Tempor City of Commerce, Georgia

Attest:________________________________________

City Clerk, City of Commerce, Georgia

APPROVED AS TO FORM:

City Attorney, City of Commerce, Georgia

SERVICE PROVIDER:

Signature______________________________________Date______________________________________

Print Name_____________________________________

Print Title______________________________________

Attest:

Signature_______________________________________Date_____________________________________

Print Name_____________________________________

Print Title_______________________________________

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PROPOSAL CONDITIONS

1. SCOPE OF WORK

The Contract will be to provide services to the City in accordance with the Contract Documents.

All work will be performed under approved Task Orders. Each Task Order shall provide the specific Scope of Work and Fees.

2. REGULATIONS

2.1 The Service Provides shall comply with all applicable federal, state and local laws, ordinances, rules and regulations pertaining to the performance of the work specified herein.

2.2 The Service Provider shall obtain all permits, licenses and certificates, or any such approvals of plans or specifications as may be required by Federal, State and local laws, ordinance, rules and regulations, for the proper execution of the work specified herein.

2.3 During the performance of this Contract, the Service Provider shall keep current and, if requested by the City, provide copies of any and all licenses, registrations or permits required by applicable governing agencies, The Service Provider shall keep a copy of any and all licenses, registrations and permits on the job site while performing the Contract work.

2.4 The Service Provider will comply with the City of Commerce’s Financial Management and Purchasing Policies.

2.5 Service Provider will complete all work in accordance with all applicable legal requirements, including but not limited to O.C.G.A. § 50-5-63, as applicable.

3. SERVICE PROVIDER’S PERSONNEL

3.1 The Service Provider will abide by all State and Federal regulations on wages and hours of an employee dealing with the employment relationship between the Service Provider and its subsidiaries or related parties and its employees, including but not limited to the

Federal National Labor Relations Act, the Federal Fair Labor Standards Act, the Federal

Civil Rights Act of 1964, as amended, and the Americans with Disabilities Act.

3.2 The Service Provider shall require all prospective employees to show proof of citizenship, or proof from the United States Immigration and Naturalization Service of valid entry permits and/or work permits for legal aliens and proof that such legal aliens are eligible to be employed in the United States. This includes any requirement for participation in the DHS E-Verify or

SAVE program.

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3.3 Should the Service Provider engage employees who are non-proficient in English, it will be the Service Provider’s responsibility and obligation to train such employees to be able to identify and understand all signs and notices in and /or around the areas that relate to them or the services being performed by them pursuant to this Contract. In addition, the

Service Provider will have someone in attendance at all time who can communicate instructions to said employees.

3.4 The Service Provider shall maintain a drug-free workplace within the meaning of the

Georgia Drug-free Workplace Act. No employee shall be hired by a Service Provider for work on the City’s premises prior to such employee having tested negative for drugs. In addition, existing employees having tested negative for drugs. In addition, existing employees of the Service Provider must be subject to drug testing by the Service Provider upon reasonable suspicion of drug use. Results of all such drug tests are to be retained by the Service Provider. Copies shall be provided to the City, if requested.

3.5 The Service Provider shall transfer promptly from the City any employee or employees that the City advises are not satisfactory and replace such personnel with employees satisfactory to the City; but in no event shall the City be responsible for monitoring or assessing the suitability of any employee or agent of the Service Provider.

3.6 The Service Provider’s employees shall be instructed that no gratuities shall be solicited or accepted for any reason whatsoever from the tenants, customers or other persons at the

City.

3.7 A valid driver license (Commercial Driver License, if applicable) will be required of all personnel operating motor vehicles or motorized equipment on roadways in or around the

City.

3.8 While working on city property all Service Provider’s employees shall wear neat- appearing attire and footwear of a style that the complies with all legal and safety requirements, including and without limitation, the requirements of OSHA.

3.9 Designation of Project Manager-the Service Provider shall designate an experienced

Project Manager (“Project Manager”) acceptable to the City for all purpose related to the work. The initial Project Manager shall be (TBD).

3.9.1 The Project Manager shall be fully responsible for the Service Provider meeting all of its obligations under this Contract. The Project Manager shall provide the City with an appropriate status report on the progress of the project.

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3.9.2 The Project Manager shall be available, as reasonably required, to be onsite during necessary times. Such times shall be discussed between the Project Manager and the City, but the final required times will be the City’s discretion.

3.9.3 In the event that the designated Project Manager terminates employment with the Service

Provider or is requested by the City to be removed from the role of Project Manager (as provided in Section 3.5), the position shall be assumed by an individual with equivalent qualifications, experience, and knowledge. Such replacement shall require the City’s prior approval.

3.10 The process by which the implementation partner requests the removal of a team member from the project. If a Service Provider replaces a proposed team member, the Service Provider shall replace that team member of similar experience. The City reserves the right to accept or reject any proposed or replacement team member, with or without cause, at any time during the duration of the project.

4. DESIGN SOFTWARE & TOOLS

It shall be the sole responsibility of the Service Provider to provide for all software and equipment necessary to perform work under this Contract.

5. PERFORMANCE REQUIREMENTS

5.1 The Service Provider shall perform all of its obligations and functions under the Contract in accordance with the Contract specifications and to the standard of care of a reasonable professional that is performing the same or similar work, at the same time and locality and under the same or similar conditions faced by Service Provider (the "Standard of

Care").

The Service Provider shall adjust and coordinate its activities to the needs and requirements of the City and perform its activities so as not to annoy, disturb, endanger, unreasonably interfere with or delay the operations or activities of the City.

5.2 The Service Provider’s personnel shall perform work in compliance with all Federal, State, and City of Commerce regulations.

5.3 Dates for commencement and completion of work shall be coordinated with the City’s

Authorized Representative (CAR).

6. CONFIDENTIAL INFORMATION

6.1 In the curse of performing the Contract work, the Service Provider may gain access to security-sensitive and other sensitive information of the City.

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6.2 The Service Provider agrees to hold all City data and information in confidence and to make such information known only to its employees and subcontracts who have a legitimate need to know such information and only after advising such persons of the

Service Provider’s non-disclosure obligations.

6.3 The Service Provider shall seek the City’s prior written consent before using for any purpose other than the fulfillment of the Service Provider’s obligations hereunder, or before releasing, disclosing, or otherwise making such information available to any other person.

6.4 The Service Provider shall employ such practices and take such actions to protect the

City’s information from unauthorized use or disclosure as the Service Provider employs and takes to protect its own information, but in no event shall the Service Provider use less than reasonable efforts to protect the City’s information.

6.5 The provisions of this Section shall survive the expiration or earlier termination of the

Contract.

7. COMPENSATION – INVOICE AND PAYMENT FOR SERVICES

7.1 The City shall pay the Service Provider, subject to any authorized deductions, the applicable prices set forth for each service authorized by the City, and actually delivered or performed, as the case may be, by the Service Provider to the satisfaction and acceptance, as appropriate, of the City. The timing of such payments shall be as set forth below in the Section.

7.2 The Service Provider shall invoice with such supporting documentation and other backup material as the City may reasonably require. The Service Provider shall provide the Proof of Payment indicating all subcontractors have paid, with each invoice.

7.3 The Service Provider shall deliver to the City approval and acceptance, and before eligible for final payment of any amounts due, all documents and material prepared by the Service

Provider for the City under this Contract.

7.4 The City shall pay the undisputed amount of the Service Provider’s invoice, as it may be reduced to reflect unsubstantiated or unsatisfactory service. Items in dispute shall be paid upon the resolution of the dispute. No verification or payment of any amounts invoiced shall preclude the City from recovering any money paid in excess of that due under the terms of this

Contract.

7.5 The Service Provider shall be obligated to pay promptly all proper charges and costs incurred by the Service Provider for labor and expenses incurred for the work performed hereunder. The

City shall have the right, but not the obligation, to pay directly to third parties (including

23 | P a g e subcontractors) all past due amounts owed by the Service Provider to third parties for labor and materials used for the work hereunder, based on invoices submitted by such third party, and all such amounts paid by the City shall be applied toward, and shall reduce, amount owed to Service

Provider hereunder.

7.6 The Service Provider shall submit all invoices with purchase order number to: City of

Commerce, GA, Accounts Payable, 27 Sycamore Street, Commerce, GA 30529.

7.7 The Service Provider will agree to comply with the City of Commerce’s Financial

Policies and Purchasing Policy, to the extent applicable.

7.8 The Service Provider agrees that the compensation provided herein shall be full and final settlement of all claims arising against Commerce for work done, materials furnished, costs incurred or otherwise arising out of this contract and shall release the City from any and all further claims related to the payment for services and materials furnished in connection with this Agreement.

7.9 The Service Provider and City agree that in any event a provision of this Contract pertaining to the time of payment, the rate of payment, and any rates of interest differs from any provision of the Prompt Pay Act, such provision of the Prompt Pay Act is hereby waived and said Contract provision shall control. The City shall not be responsible for any interest penalty or for any late payment.

8.0. COMPLIANCE WITH LAWS AND REGULATIONS

8.1 The Service Provider shall perform its obligations and functions here under consistent with the Standard of Care to the applicable laws of the United States, the State of Georgia, Jackson

County, the City of Commerce, any applicable rules, regulations or directives of any agency thereof, and the applicable regulations of the City. OSHA rules and regulations shall be followed at all times. The City shall have the right (but not the obligation) to contest or challenge by any means whatsoever any law, regulation, rule or directive which in any way affects or otherwise impacts upon the Service Provider’s performance of its obligations and functions hereunder; the

Service Provider shall cooperate to the fullest extent and take whatever action (including becoming a party in any litigation) the City should reasonable request in connection with any such challenge or contest by the City.

8.2 The Service Provider shall obtain and keep current all licenses, permits and authorizations, whether municipal, county, state or deferral, required for the performance of its obligations and functions hereunder and shall pay promptly when due all fees therefore.

8.3 The Service Provider shall abide by all applicable state and federal regulations pertaining

24 | P a g e to wages and hours of an employees; including but not limited to the Service Provider’s compliance with requirements of O.C.G.A. 13-10-91 AND Rule 300-104-1-.02.

9.0. SERVICE PROVIDER’S LIABILITY

The Service Provider shall be responsible for the prompt payment of any fines imposed on the city or the Service Provider by any other federal, state or local governmental agency as a result of the Service Provider’s, or its subcontractor’s (or the officers’ directors’, employees’ or agents’ of either), failure to comply with the requirements of any law or any governmental agency rule, regulation, order or permit. The liability of the Service Provider under this Section 9 is in addition to and in no way a limitation upon any other liabilities and responsibilities which may be imposed by applicable law or by the indemnification provision of Section 10 hereof, and such liability shall survive the expiration or earlier termination of this Contract.

10. INDEMNIFICATION AND INSURANCE

10.1 The Service Provider shall, indemnify and hold harmless the City, and the members

(including, without limitation, members of the City’s Council, and members of the boards and of the City), officers, employees of each, from damages, losses, or expenses to the extent caused by or resulting from the negligence, recklessness, or intentionally wrongful conduct of the Service

Provider or other persons employed or utilized by the Service Provider in the performance of the contract.

10.2 In addition to indemnification provisions stated above, if the City’s use of any service, software, firmware, programming, or other item provided by or on behalf of the Service Provider is enjoined due to infringement of another person or entity’s intellectual property rights, the

Service Provider shall promptly, at its sole cost and expense, modify the infringing item so that it no longer infringes, procure for the City the legal right to continue using the infringing item, or procure for the City a non-infringing item, or procure for the City a non-infringing replacement item having equal or greater functional capabilities as the infringing item.

10.3 The Service Provider shall assume all responsibility for loss caused by neglect or violation of any state, federal, municipal or agency law, rule, regulation or order. The Service Provider shall give to the proper authorities all required notices relation to its performance, obtain all official permits and licenses, and pay all proper fees and taxes. It shall promptly undertake proper monetary restitution with respect to any injury that may occur to any building, structure or utility in consequence of its work. The Service Provider will notify the City in writing of any claim made or suit instituted against the Service Provider because of its activities in performance of the Contract.

10.4 No recourse under or upon any obligation, covenant or agreement contained in this

Contract, or any other agreement or document pertaining to the work or services of the Service

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Provider hereunder, as such may from time to time be altered or amended in accordance with the provisions hereof, or any judgment obtained against the City, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any statute or otherwise, under or independent of this Contract, shall be had against any member (including without limitation members of the City’s Council, or members of the citizens advisory committees of each), any officer, employee or agent, as such, past, present, or future of the City, either directly or through the City or otherwise for any claim arising out of or in connection with this Contract or the work or services conducted pursuant to it, or for any sum that may be due and unpaid by the City.