CONTRACT FOR SERVICES CONTRACT TEMPLATE.docx

Procurement Department

SAMPLE CONTRACT TEMPLATE

STATE OF GEORGIA CONTRACT # ________________

AUGUSTA, GEORGIA

Contract for the Provision of Services

ARTICLE #101 – INTRODUCTION

This Contract for ________________________________ (hereinafter “Services”) is made and entered into as of _________________ (execution date) is by and between Augusta, Georgia (Hereinafter “Augusta”, “CITY”) located at 535 Telfair Street, Suite 605, Augusta GA 30901, and ___________________________ which is principally located at ____________________________ (hereinafter “CONSULTANT” or “CONTRACTOR”).

WHEREAS CONSULTANT is an entity that is legally registered and qualified and holding any such licenses and certifications as may be required to render Services to do business in the State of Georgia. CITY and CONSULTANT are known individually as a “Party” and collectively as the “Parties”, and, WHEREAS nothing contained in this Contract shall be construed to convert the CONSULTANT or any of its employees, agents, into a partner, employee, or agent of the CITY, nor shall either Party to this Contract have any authority to bind the other in any respect, and, WHEREAS CONSULTANT represents that it complies with the State of Georgia requirements for corporations and has signified a willingness to provide Services to the CITY and the CITY has relied on such representation, and, WHEREAS the Parties mutually desire to enter into this Contract to document the provision of Services by the CONSULTANT to the CITY in exchange for payment as compensation; and, WHEREAS this contract will become legally binding upon signature and execution by both Parties; and, WHEREAS any documents, including bid advertisements, exhibits, attachments, plans, maps, or other, are all incorporated herein by reference, and, NOW THEREFORE, and in consideration of the mutual promises, terms, conditions, covenants, and agreements made as expressed and contained herein, or attached, incorporated, and made a part hereof, and other good and valuable consideration expressed by a valid offer and acceptance, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereto agree as follows:

ARTICLE #102 – CONTRACT

A. CONSULTANT agrees to provide the Services to the CITY as detailed in the Scope of Work in the RFP document and in the Letter of Engagement. Unapproved work outside the Scope of Work may not be compensated.

B. CITY agrees to pay as compensation any fees listed which shall be fixed and firm for the duration of the contract unless modified by mutual consent via Amendment or Renewal.

C. All RFP documents, addenda, exhibits, attachments, and the Contractor’s response and fee proposal are incorporated into and made part of this Agreement by reference.

ARTICLE #103 – NOTICES

To the extent that either Party to this Contract is required to provide notice(s) to the other Party in compliance herewith, then the Party shall direct notice(s) to the following people:

CONSULTANTS CONTACT INFORMATION

Contact Name(s): _________________________________________________ Company Legal Name: ____________________________________________ Physical Address: __________________________________________________ Phone(s): __________________________________________________________ Email(s): ___________________________________________________________ Remit to Address (if different): _______________________________________

ARTICLE #104 – NON-EXCLUSIVE RIGHTS

The Contract is not exclusive. The CITY reserves the right to select other CONSULTANTs to provide the Services similar to those described in this Contract during the term of the Contract should the need arise, or the CONSULTANT fails to perform.

ARTICLE #105 – CONTRACT TERM

This is a one (1) time purchase with no additional renewal options. For Consultant Services, the term shall be specified in the Letter of Engagement.

ARTICLE #106 – CONTRACT AMENDMENTS AND MODIFICATION

A. This Contract may only be modified, amended, or changed in writing and fully executed by both Parties hereto. This Contract constitutes the sole and entire Contract and understanding between the Parties as to the subject matter hereof, and no verbal promises have been made by either Party in relation hereto.

B. CONSULTANT acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, CONSULTANT is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of CONSULTANT's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the CONSULTANT may be precluded from recovering payment for such unauthorized goods or services. Accordingly, CONSULTANT agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the CONSULTANT provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by CONSULTANT. CONSULTANT assumes all risk of non-payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and services, except revenue producing contracts.

ARTICLE #107 – REMEDIES AND CONTRACT PERFORMANCE

ARTICLE #108 – TERMINATION PROVISIONS

The CITY may terminate this Contract by providing thirty (30) days’ written Notice-of-Termination to the CONSULTANT at any time. Should the CITY terminate this Contract prior to the date of automatic termination, CONSULTANT shall provide the CITY with all deliverables up to the date of termination thirty (30) days after the Notice-of-Termination is issued. The CITY shall pay the CONSULTANT for all work properly performed in compliance with the terms of this Contract up to the date of termination.

A. Termination for Convenience. Following thirty (30) days’ written notice, the CITY may terminate the Contract in whole or in part for any reason without the payment of any penalty or incurring any further obligation to the CONSULTANT.

B. Termination for Cause. The occurrence of any of the following events shall constitute cause for the CITY to declare the CONSULTANT in default of its obligations under the Contract:

1. The CONSULTANT fails to deliver or has delivered nonconforming Services or fails to perform, to the CITY’s satisfaction, any material requirement of the Contract or is in violation of a material provision of the Contract including, but without limitation, the expressed warranties made by the CONSULTANT.

2. The CITY determines that CONSULTANT’s unsatisfactory performance substantially endangers completion or that default is likely to occur.

3. The CONSULTANT fails to make substantial and timely progress toward performance of the Contract.

4. The CONSULTANT 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 CONSULTANT terminates or suspends its business; or the CITY reasonably believes that the CONSULTANT has become insolvent or unable to pay its obligations as they accrue consistently with applicable federal or state law.

5. The CONSULTANT has failed to comply with applicable federal, state, and local laws, rules, CITY ordinances, regulations, and orders when performing within the scope of the Contract.

6. The CONSULTANT has engaged in conduct that has or may expose the CITY or the State to liability, as determined in the CITY’s sole discretion; or a material breach of the terms of the Contract by CITY upon CITY’s failure to cure such material breach after written notice thereof has been delivered in accordance with ARTICLE #108.C below constitutes cause for the CONSULTANT to declare that the CITY is in default of its obligations under the Contract.

C. Notice of Default. If either Party causes any of the default events set out in ARTICLE #108 – TERMINATION PROVISIONS, then either Party shall issue a written Notice-of-Default to the Party that causes one (1) or more of the default events requesting that the breach or noncompliance be remedied within the period of time specified in the Notice-of-Default. If the breach or noncompliance is not remedied within the period of time specified in the written notice, the non-breaching Party may:

1. Immediately terminate the Contract for default without additional written notice; and/or,

2. In the event of a breach by the CONSULTANT, the CITY may procure substitute Services from another source and charge the difference between the Contract and the substitute Contract to the defaulting CONSULTANT; and,

3. Enforce the terms and conditions of the Contract and seek any legal or equitable remedies.

1. If the CONSULTANT must be certified or licensed as a condition precedent to providing the Services, the revocation, suspension, or other 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.

2. The CITY determines that the actions, or failure to act, of the CONSULTANT, its agents, employees, have caused, or reasonably could cause, life, health, or safety to be jeopardized.

3. The CONSULTANT furnished any statement, representation, or certification in connection with the Contract or the bidding process, which is materially false, deceptive, criminal, or maliciously incorrect.

4. Failure of the CONSULTANT to obtain, provide, maintain, and deliver the performance and payment bonds (if required) when required under this Contract, or failure to comply with any requirement pertaining to the appropriate amounts thereof as set forth in ARTICLE #123 – PERFORMANCE AND PAYMENT BONDS.

1. 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 the CITY may require.

2. Immediately cease to use and return to the CITY any personal property or materials, whether tangible or intangible, provided by the CITY to the CONSULTANT.

3. Comply with the CITY’s instructions for the timely transfer of any active files and work product produced by the CONSULTANT under the Contract.

4. Cooperate in good faith with the CITY, its employees, agents, and CONSULTANTs during the transition period between the Notification of Termination and the substitution of any replacement CONSULTANT.

5. CONSULTANT is to immediately return any payments made by the CITY for goods and services that were not delivered by the CONSULTANT.

ARTICLE #109 – NO DEFENSE OR INDEMNIFICATION BY CITY

The Parties agree that the CITY shall not be responsible for defending or indemnifying any CONSULTANT from any claim brought by any third party against the CONSULTANT.

ARTICLE #110 – ASSIGNMENT AND DELEGATION BY CONSULTANT

The CONSULTANT shall not assign or delegate this Contract, or any performance required by it, in whole or in part, without the prior expressed written consent of the CITY.

ARTICLE #111 – USE OF THIRD PARTIES

This Contract is for the benefit of the Parties hereto only and is not intended to benefit any third party or give rise to any duty or causes of action for any third party. All restrictions, obligations, and responsibilities of the CONSULTANT under the Contract shall also apply to third parties, if allowed in writing by the CITY. Any Contract with a third-party must also preserve the rights of the CITY.

ARTICLE #112 – ENTIRE CONTRACT

This Contract, as executed and approved, shall constitute the entire agreement between the Parties and supersedes all other prior and contemporaneous statements, agreements, and understandings between the Parties. No written or oral statements, agreements, or understandings that are not set out, referenced, or specifically incorporated in this Contract shall in any way be binding or of effect between the Parties.

ARTICLE #113 – SEVERABILITY

If any paragraph, sub-paragraph, sentence, clause, phrase, or portion of this Contract is declared invalid or unconstitutional by any Court of competent jurisdiction or if the provisions of any part of this Contract as applied to any particular situation or set of circumstances shall be declared invalid or unconstitutional, such invalidity shall not be construed to affect the remaining portions of this Contract not so held to be invalid or the application of this Contract to other circumstances not so held to be invalid.

ARTICLE #114 – RECORDS

A. Public Records Request. The Georgia Open Records Act, as provided in O.C.G.A. § 50-18-70 et seq, requires procurement records and all other records received by or prepared or maintained on behalf of the CITY shall be made open to public inspection unless otherwise provided by law.

B. Record Retention and Access. The CONSULTANT 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 the CITY 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.

ARTICLE #115 – ADDITIONAL TERMS AND CONDITIONS

The CITY shall not be bound by any terms and conditions included in any CONSULTANT’s sales-orders, literature, packaging, invoice, catalog, brochure, technical data sheet, on-line representation, warranties or service level agreement, or other document which attempts to impose any condition in variance with or in addition to the terms and conditions contained herein.

ARTICLE #116 – WAIVER

The failure of any Party hereto to seek a remedy for any alleged breach of this Contract shall not constitute a waiver of any claim, cause of action, or remedy allowed by Georgia law for breach thereof.

ARTICLE #117 – CONSULTANT AND CITY RIGHTS AND OBLIGATIONS

A. The CITY has the right at any time to require the CONSULTANT to put an immediate stop to any procedure, or the use of any equipment, chemical, material, personnel, etc. considered by the CITY to be hazardous or toxic to people, buildings, or surfaces. The CONSULTANT will utilize acceptable substitutes approved by the CITY as quickly as possible. In the event of such replacement, CONSULTANT shall (1) notify CITY of any resulting replacement, (2) introduce the individual serving as the replacement to CITY, and/or (3) provide CITY with a résumé and any other information regarding the individual that may be reasonably requested by CITY.

B. The CITY has the right to require the CONSULTANT to reassign or remove any employee from the premises temporarily or permanently when, in the CITY’s sole opinion, the employee is not suitable. The CITY’s decision shall be final, and CONSULTANT will remove the employees immediately and replace them with a person of at least equivalent training, experience, and requisite qualifications as quickly as possible, subject to the CITY’s approval.

C. CONSULTANT agrees to obtain prior written approval from the CITY for the use of sub-CONSULTANT(s) to provide the Services described in Scope of Work prior to sub-CONSULTANT(s) performance of work. CONSULTANT agrees to supply the CITY with a copy of any contract it enters into with any sub-CONSULTANT. Such non-disclosure of sub-CONSULTANTs may result in non-payment for Services.

ARTICLE #118 – INSURANCE REQUIREMENTS (If required) The CONSULTANT must procure and maintain insurance policies at the CONSULTANT's own expense and must furnish the CITY with a certificate of insurance (COI) providing evidence of proof of coverage at least in the amounts indicated in this subsection. The COI must list “Augusta, Georgia” as the certificate holder and as an additional insured under the commercial general, automobile, and umbrella liability policies as follows: “Augusta, Georgia its Board of Commission, officers, employees, servants, and agents, located at 535 Telfair Street, Augusta, GA 30901”. The policy must protect the CONSULTANT and the CITY (as an additional insured) from any claims for bodily injury, property damage, or personal injury covered by the indemnification obligations set forth herein throughout the duration of the Contract. The CONSULTANT must maintain the following insurance coverage during the term of the Contract, in at least the minimum amounts set forth below, to cover all loss and liability for damages or destruction of property caused by or arising from any and all services carried on and any and all work performed by the CONSULTANT pursuant to this Contract:

Workers’ Compensation Insurance:

A. $1,000,000 Bodily Injury by Each Accident

Additional Provisions: Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against Augusta, Georgia Board of Commission, its elected or appointed officers, officials, agents, authorized volunteers, and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for Augusta, Georgia. This provision applies regardless of whether or not Augusta, Georgia has received a waiver of subrogation from the insurer.

General Liability Insurance: Required for all service contracts.

A. $1,000,000 Each Occurrence B. $2,000,000 General Aggregate

Commercial Auto Liability Insurance: Required for all service contracts, except for goods and/or services that are remote in nature and/or are delivered by a professional delivery service.

$1,000,000 Combined Single Limit

Additional Provisions:

A. Uninsured motorists’ coverage should be equal to the per occurrence limit except for contracts with other governmental entities.

B. Coverage shall be included for any owned, leased, hired, or non-owned autos.

Professional Liability Insurance (Errors & Omissions): Required for all professional service contracts. This shall include any consultants, medical, legal, technical, insurance agents, or other professions that require proper licenses.

A. $1,000,000 Each Claim/Wrongful Act B. $2,000,000 General Aggregate

ARTICLE # 119 – NO WAIVER:

A. Authority to Enter into Contract. The CONSULTANT represents and warrants that it has full authority to enter into and perform its obligations under the Contract and that the Contract constitutes a legal, valid, and binding obligation upon the CONSULTANT in accordance with its terms. The representatives of the parties hereto also represent and warrant that they are authorized to sign this Contract on behalf of each party hereto.”

ARTICLE # 120 – INTELLECTUAL PROPERTY RIGHTS and OWNERSHIP:

The CONSULTANT agrees it will not use the name or any intellectual property, including but not limited to, CITY trademarks or logos in any manner, including commercial advertising or as a business reference, without the expressed prior written consent of the CITY.

ARTICLE # 121 - COMPENSATION:

ARTICLE #122 – CITY PAYMENT TO CONSULTANT

A. Upon Contract execution, the CITY will issue a Notice-to-Proceed (“NTP”) and a Purchase Order (“PO”) to the CONSULTANT. The terms of this Contract shall be incorporated by reference into any PO(s) issued prior to the expiration or termination of this Contract. The CITY will issue the NTP and PO(s) by electronic mail (e-mail) to the CONSULTANT’s representative in ARTICLE #103 – NOTICES.

B. The CONSULTANT shall not deliver any Services, equipment, devices, or components thereof until authorized in writing by the CITY. Any work including, but not limited to, travel, preliminary meetings, planning, etc. performed outside of the terms and conditions of and before the issuance of a Notice-to-Proceed (NTP) will not be considered for payment. CONSULTANTs are not to begin work or ship any product on any verbal communication from the CITY. The CITY will not be liable for payment for any work or product with the issuance of a verbal communication.

1. CONSULTANT shall invoice the CITY via email each month sent solely to Accounts Payable at 535 Telfair Street, , Augusta, GA 30901 and only after the CITY inspects and accepts the Services provided. Receipt of the Services and/or materials do not constitute acceptance. Invoice amounts shall not exceed the CONSULTANT’s pricing set forth in Exhibit (X).

If the CITY determines that the quality of the Services provided are deficient, unacceptable, or unsatisfactory the CITY’s Project Manager identified in ARTICLE #103 – NOTICES shall issue a written Notice-to-Cure to CONSULTANT. CONSULTANT agrees that upon receipt of the written Notice-to- Cure it shall make every effort to correct the deficiency(ies) within the timeframe prescribed therein. If the CONSULTANT fails to timely correct the deficiency(ies), the CITY reserves the right to delay or deny payment pursuant to this ARTICLE or terminate the Contract pursuant to ARTICLE #108 – TERMINATION PROVISIONS.

ARTICLE #123 – PERFORMANCE AND PAYMENT BONDS (if required) A. The CONSULTANT must furnish to the CITY with both a performance and payment bond, both equal to one hundred percent (100%) of the Contract’s total award dollar amount. The CITY will only issue a Notice to Proceed after the bonds are received. Only surety companies licensed to do business in the State of Georgia are acceptable.

B. The CONSULTANT is required to provide new bonds at the issuance of each renewal option term(s) or extension(s) that follow.

C. The CONSULTANT must provide all required bonding instruments to the CITY prior to the commencement of any work. The CITY will consider any work done prior to the receipt of bonding instruments as null and void and thus not eligible for compensation.

ARTICLE #124 – RETAINAGE – NOT REQUIRED FOR THIS POJECT.

ARTICLE #125 – VENUE AND GOVERNING LAW

The Parties agree that this Contract shall be interpreted, construed, and enforced in accordance with the laws of the State of Georgia. Should either party bring a legal suit to enforce the terms of this Contract, including suit in equity, the Parties agree and consent to file any such suit in the Superior Court of Augusta, Georgia

ARTICLE #126 – NOTICE OF INTENT TO LITIGATE

CONSULTANT hereby agrees not to file any civil action of disputes or claims relating to the Contract except after first giving thirty (30) days written notice to the CITY of the claim and the intent to initiate a civil action.

ARTICLE #127 – GEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT

A. By signing this Contract, the CONSULTANT certifies that prior to and throughout the performance of all applicable work under this Contract it will remain in full compliance with all federal and state immigration laws including, but not limited to, 8 U.S.C. § 1324a and the Georgia Security and Immigration Compliance Act (O.C.G.A. §13-10-90 et seq.), as amended by the Illegal Immigration Reform and Enforcement Act of 2011 regarding the verification of employment eligibility of employees under the Immigration Reform and Control Act of 1986.

B. CONSULTANT will ensure that only persons who are citizens or nationals of the United States or non-citizens authorized under federal immigration laws are employed to perform services under this Contract or any subcontract or sub-subcontract hereunder.

C. CONSULTANT further certifies its compliance with the aforementioned federal and state immigration laws set forth by signing a sworn affidavit, the Georgia Security and Immigration Compliance Act Affidavit (herein known as Exhibit E – E-Verify Affidavit), notarized by an Official Notary Public and incorporated herein by reference providing services pursuant to this Contract.

ARTICLE #128 – ORDER OF PRECEDENCE

In the event of any inconsistency, ambiguity, or conflict among the specific provisions of the Contract and the CONSULTANT’s response, the order of precedence shall be as follows:

A. Any amendments to the Contract, including all exhibits thereto.

B. The Contract itself, including all exhibits thereto.

C. Attachments appended to the Contract.

D. All other Contract attachments appended to the Contract.

ARTICLE #129 – CONTRACT EXHIBITS AND ATTACHMENTS

The Parties mutually acknowledge that all exhibits and attachments listed below are made a part of this Contract, as though expressly written in the solicitation documents and the Bidder’s response, are herein incorporated by reference.

ARTICLE #130 – SALES TAX EXEMPTION STATUS

The CITY is exempt from State of Georgia Local Sales and Use Tax. The Bidder understands and acknowledges that they are responsible for any sales and use tax they may incur. The Bidder will not charge the CITY for any sales and use tax as a separate line item. The CONSULTANT may request a copy of the CITY’s Georgia Sales and Use Tax Exemption Certificate.

ARTICLE #131 – HOLD HARMLESS AGREEMENT

The successful respondent hereby agrees to indemnify, hold free and harmless CITY of Augusta Government, CITY Commissioners, its agents, servants, employees, officers, directors, elected officials, or any other person(s) against any loss or expense.

This includes attorney fees because of any liability imposed by law upon the CITY, except in cases of the CITY’s sole negligence, sustained by any person(s) on account of bodily injury or property damage arising out of or in the consequence of this Contract.

ARTICLE #132 – NOT A JOINT VENTURE

The CITY shall not be bound by any terms and conditions included in any CONSULTANT quote, packaging, invoice, catalog, brochure, technical data sheet, on-line representation, warranties or service level agreement, or other document which attempts to impose any condition in variance with or in the addition to the terms and conditions contained herein. In all cases the CITY’s Terms and Conditions shall govern and supersede any CONSULTANT’s Terms and Conditions.

ARTICLE #133 – NON-DISCRIMINATION

During the performance of this Contract, the CONSULTANT agrees as follows:

1. Equal Opportunity. The CONSULTANT shall not discriminate against any employee, applicant for employment, subconsultant, vendor, or participant in the performance of this Contract on the basis of race, color, religion, sex, pregnancy, national origin, age, disability, genetic information, veteran status, or any other characteristic protected by applicable federal, state, or local law.

1. Employment Practices. The CONSULTANT shall ensure that all employment practices, including recruitment, hiring, promotion, compensation, training, discipline, and termination, are conducted without unlawful discrimination.

1. Access to Programs and Services. In performing this Contract, the CONSULTANT shall provide services and benefits in a manner that does not unlawfully discriminate against any person and shall comply with all applicable provisions of:

a. Title VI of the Civil Rights Act of 1964;

b. Title VII of the Civil Rights Act of 1964;

c. The Americans with Disabilities Act of 1990 (ADA), as amended;

d. Section 504 of the Rehabilitation Act of 1973;

e. The Age Discrimination Act of 1975;

f. Any other applicable federal, state, and local nondiscrimination laws and regulations.

1. Subconsultants. The CONSULTANT shall include this non-discrimination provision in every subcontract and purchase order entered into under this Contract and shall require compliance by all subconsultants and CONSULTANTs.

1. Compliance and Remedies. Failure to comply with this provision shall constitute a material breach of the Contract and may result in suspension, termination, withholding of payment, or such other remedies as may be authorized by law or by the terms of the Contract.

The CONSULTANT shall comply with all applicable civil rights requirements and shall not retaliate against any individual for exercising rights protected under federal, state, or local anti-discrimination laws or for participating in any investigation or proceeding concerning alleged discrimination.

ARTICLE #134 – CONTRACT TERMS AND CONDITIONS

1. All purchases must comply with the Augusta-Richmond CITY, GA Official Code of Ordinances, Guidelines & Procedures, Chapter 10 (as amended).

2. If any conflict or ambiguity arises between the terms and conditions herein and the Official Code of Augusta, the latter will govern.

3. The terms and conditions set forth herein shall supersede and govern all CONSULTANT’s terms and conditions or service level agreements.

4. The CITY retains the right to “red line” sections of the CONSULTANT’s terms and conditions if such are in conflict with the best interest of the CITY.

5. Acceptance of a Purchase Order (“PO”) and delivery of goods or services serves as the CONSULTANT’s full and complete acceptance of the CITY’s terms and conditions.

6. The terms “CONSULTANT”, “CONSULTANT”, “bidder”, “offeror”, “CONSULTANT”, “designer”, “distributor”, “dealer” or “manufacturer” or otherwise purveyor or source of supply or performance of service shall mean one and the same, herein denoted as “CONSULTANT” for goods and “CONSULTANT” for services.

7. The terms “goods”, “materials”, “commodities”, “components”, “drawings”, “drafts”, “renderings”, “plans” (physical or digital), software, SaaS, capital asset equipment, vehicles, heavy earth-moving or other equipment (purchased or leased), or other such deliverables are herein denoted as “goods” and shall mean one and the same.

8. “Services” shall mean all services, either financial, advisory, consultative, labor, staff augmentation, construction, rehabilitation, restoration, repair, support or maintenance, communication, telephony, internet, TV or streaming, pest control, grounds maintenance, custodial and janitorial, street or paved surfaces cleaning, drain cleaning, or otherwise where services are offered for consideration.

9. The CONSULTANT shall transfer and deliver all goods or services described on the respective PO for the consideration set forth herein.

10. The CONSULTANT shall only deliver goods and services as described on the respective PO and within the Scope of Work and the CONSULTANT’s bid response.

11. The CITY holds no obligation to pay for goods delivered or services rendered unless specified on a written PO or a Change Order of such.

12. The CONSULTANT shall not construe any verbal consent to purchase goods or services as valid.

13. The CITY does not accept substitutions of services or goods that do not comply with the Scope of Work or specifications set forth in the PO, Contract, or Agreement, unless mutually agreed in writing by both Parties.

14. The CITY does not accept automatic contract renewals except for monthly subscription services.

15. The CITY does not pay deposits towards goods ordered. Exceptions exist for custom made items such as window treatments, floor coverings, pre-mixed paints and stains, fabrication, decoration, or otherwise custom designed products specifically for the CITY.

16. The CITY will accept orders only if goods are out of stock and with prior written notice. CONSULTANTs shall ship all quantities that they have in stock and hold orders for back orders to ship at a later date.

17. The CITY participates in cooperative purchasing agreements, State of Georgia Statewide Contracts, and other state and local intergovernmental agreements, Memoranda of Understanding and other such agreements.

18. In all cases, the jurisdiction shall be the State of Georgia, Augusta, GA, for arbitration or other legalities.

19. Deliveries go to the ship-to addresses listed on the PO and within the specified time. The CONSULTANT must follow instructions if multiple ship-to addresses exist on the PO.

20. The CITY shall have the right to inspect all goods or services at the time and place of delivery. The risk of loss of goods shall pass on to the CITY upon completion and final acceptance of the delivery project.

21. Title to the goods shall remain with the CONSULTANT until acceptance by the CITY. Receipt of goods or services does not constitute acceptance.

22. The CONSULTANT warrants that goods are merchantable, and the CONSULTANT has a legal right to deliver the goods and services as described herein.

23. CONSULTANT agrees not to assign, in full or in part, this Contract to another party without the CITY’s expressed written consent. Any attempted assignment or delegation shall void and make ineffectual this Contract for all intents and purposes.

24. The CITY is exempt from Federal Excise Tax and Georgia Sales and Use Tax.

25. This issuance of a PO shall not violate the Code of Ethics and Conflicts of Interest for Public Officers and Employees for Government Service set forth in the 2020 Section 45-1020 et seq. of the Official Code of Georgia Annotated and the Official Code of Augusta governing Ethics.

26. All goods and services supplied pursuant to a PO shall, unless otherwise stated, conform exactly to all the descriptions, specifications, exhibits, and attachments contained in the bid solicitation upon which a PO is based, and all the terms, conditions, and specifications of the bid solicitation are incorporated herein by reference and made a part hereof.

27. All media production, recordings, videos, photography, artwork, plates, embroidery tape, silk screen, engravings, and other printed or digital media materials paid for in full by the CITY are considered CITY property and shall be delivered to the CITY upon request.

28. If a PO has an attached Contract or Agreement, the terms and conditions of the latter shall govern in the event of any conflict with these terms and conditions.

29. The CONSULTANT may be suspended, terminated, or debarred if it is determined that the CONSULTANT has made false certification(s) or has violated such certification(s) by failure to carry out the requirements herein. Thus, the CONSULTANT certifies that it and its sub-CONSULTANTs have not been debarred, suspended, or declared ineligible by any agency of the CITY, State of Georgia, or as defined in the Federal Acquisition Regulation (FAR) 48 C.F.R. Ch. 1 Subpart 9.4.

30. The CONSULTANT certifies that it is not currently engaged in an active or pending lawsuit or other grievance, injunction, or levy against the CITY.

31. Unless delivery, shipping, freight, are specified as “included” in the cost, then Goods are Free-On-Board (F.O.B.) destination and freight, Shipping and delivery shall be pre-paid and added to the invoice as a separate line item. The CONSULTANT shall charge the CITY the exact amount of freight, delivery, handling, and insurance charges the CONSULTANT incurs.

32. The CITY does not pay late fees nor interest charges.

33. The CITY is not bound to any minimum or maximum quantity or dollar amount set by the CONSULTANT, unless otherwise arranged.

34. In the event there is a discrepancy between the unit price and extended price, the unit price shall govern.

IN WITNESS WHEREOF, said Parties have hereunto affixed their signatures and seals on the day, month, and year below. CONSULTANTs must print their company’s full legal company name below as it appears on their W-9 form.

CONSULTANT’s Full Legal Name: Owner:

_____________________________________ AUGUSTA, GEORGIA

Title: ________________________________ Date: _______________________________ Date: ________________________

______ Day of __________________, 202__.

Notary Public: ________________________

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