INVITATION TO BID

22-043

EMERGENCY, NON-EMERGENCY TREE SERVICES AND DEBRIS REMOVAL SERVICES

PRE-BID CONFERENCE via Zoom February 25, 2022, 11.A.M. ATTENDANCE ENCOURAGED:

https://us06web.zoom.us/j/8146434147?pwd=enE0QWhqUVJQYlJvdlVRZjdtQmorQT09

+1 301 715 8592 US (Washington DC) +1 312 626 6799 US (Chicago)

+1 646 558 8656 US (New York) Meeting ID: 814 643 4147, Passcode: 495973#, Passcode: K6qKVp

Question Due Date:

March 3, 2022, 5:00 P.M.

BID DUE DATE

March 16, 2022, 2:00 P.M.

The City of Sandy Springs uses a procurement portal powered by Bonfire Interactive (“Bonfire”) for accepting and evaluating bids, statements of qualification, and proposals digitally, found by using the link: https://sandysprings.bonfirehub.com/projects/view/60302

Bids shall only be accepted online through the Bonfire Portal at:

https://sandysprings.bonfirehub.com/projects/view/60302 Any proposal submitted in any other format (email, paper, fax, mail, etc.) will not be accepted for any reason.

GENERAL INFORMATION:

1. All communications regarding this solicitation must be with the assigned Procurement

Agent, Edward McAdoo III, purchasing@sandyspringsga.gov.

2. All questions or requests for clarification must be sent via Bonfire under Message -

Opportunity Q&A: Questions are due no later than March 3, 2022, 5:00 p.m. Questions received after this date and time may not be answered.

3. Questions and clarifications will be answered in the form of an addendum. Any addenda, schedule changes and other important information regarding the solicitation related to this solicitation will be posted on Bonfire website at https://sandysprings.bonfirehub.com/projects/view/60302. It is the Offeror’s responsibility to check the Bonfire portal for any addendum or other communications related to this solicitation.

4. The form of contract (“Model Contract”) the City intends to execute with the successful Offeror is included in the ITB. Offerors are urged to read this Model Contract, including exhibits carefully prior to submitting a bid. In general, the City is unable to negotiate or revise contract provisions. If an Offeror believes certain contract provisions are out of date, not applicable or place an undue https://us06web.zoom.us/j/8146434147?pwd=enE0QWhqUVJQYlJvdlVRZjdtQmorQT09 https://sandysprings.bonfirehub.com/projects/ https://sandysprings.bonfirehub.com/projects/view/ mailto:purchasing@sandyspringsga.gov https://sandysprings.bonfirehub.com/projects/view/ burden or cost on the Offeror or the City, the Offeror must address these concerns in writing during the question and answer period. The Procurement Manager will review and determine the appropriate response. If the City determines a change is warranted, an addendum will be posted to this ITB. If a firm is unwilling to execute the Model Contract, whether modified by addendum or not, a bid should not be submitted

5. The City of Sandy Springs reserves the right to reject all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Sandy Springs.

6. The City of Sandy Springs is not responsible for any technical difficulties. It is highly recommended that all potential contractors submit their bids prior to the due date of this solicitation.

TERMS & CONDITIONS

1. All applicable Federal and State of Georgia laws and City of Sandy Springs ordinances, licenses and regulations of all agencies having jurisdiction shall apply to Offerors throughout and are incorporated herein.

2. Professionals requiring special licenses shall be licensed in the State of Georgia, and shall be responsible for those portions of the work as may be required by law.

3. No bid shall be accepted from, and no contract will be awarded to, any person, firm, or corporation that (i) is in arrears to the City with respect to any debt, (ii) is in default with respect to any obligation to the City, or (iii) is deemed irresponsible or unreliable by the City.

4. The City shall be able to request of an Offeror satisfactory evidence that it has the necessary financial resources to accomplish the requirements of the contract.

5. From the date this ITB is issued until a firm is selected, Offerors are not allowed to communicate with any staff or elected officials of the City regarding this solicitation, except at the direction of

Edward McAdoo III, Procurement Agent in charge of this solicitation. Any unauthorized contact may disqualify the Offeror from further consideration. Contact information for the single point of contact is as follows:

Edward McAdoo III, Procurement Agent

City of Sandy Springs

1 Galambos Way

Sandy Springs, Georgia 30328

Email: purchasing@sandyspringsga.gov

6. While the City has every intention to make an award as a result of this solicitation, issuance of the

ITB in no way constitutes a commitment by the City to award and execute a contract. Upon a determination such actions would be in its best interest, the City, in its sole discretion, reserves the right to:

a. Cancel or terminate this ITB at any time. A notice of cancellation will be issued. If the

RFP is cancelled, the City will not reimburse any Offeror for preparation of its

Proposal. Proposals may be returned upon request if unopened;

mailto:purchasing@sandyspringsga.gov

b. Reject any or all Proposals received, make a contract award based directly on the

Proposals received in the best interest of the City, in its sole discretion, or enter into further discussions with one (1) or more Offerors;

c. Waive and/or amend any undesirable, inconsequential, or inconsistent provisions/specifications of this ITB which would not have significant impact on any

Proposal;

d. Make partial award or no award if it is in the best interest of the City to do so; and

e. Terminate any contract if the City determines adequate funds are not available.

DEFINITIONS

SSPWD: Sandy Springs Public Works Department

GDOT: Georgia Department of Transportation

ADA: Americans with Disabilities Act. The federal act that gives civil rights protections to the disabled similar to those provided to individuals based on race, color, sex, national origin, age and religion. It guarantees equal opportunity for individuals with disabilities in public accommodations, employment, transportation, state and local government services and telecommunications.

CONTRACT DOCUMENTS: Contract Agreement. General Conditions, Appendices, Special Provisions, Technical Specifications, Drawings and Plans, Bidding Documents, Exhibits

EA: Each

GAL: Gallon

LF: Lineal Feet

LS: Lump Sum

SY: Square

Yard TN: Ton

OWNER: City of Sandy Springs

Contractor: The Prime Contractor for the Construction

Project. DOL: U.S. Department of Labor

MUTCD: Manual on Uniform Traffic Control Devices for Streets and Highways

EXHIBIT "A"

Scope of Services

EMERGENCY RESPONSE TREE REMOVAL:

The Contractor shall be available to respond on an emergency basis 24 hours a day, weekdays, weekends and on holidays to remove, t r i m trees or vegetation in the City Rights-of-way that pose a hazard to public or private property and the traveling public. Upon notification by the City of Sandy Springs, the Contractor will respond within two (2) hours with appropriate staff and equipment as outlined in this scope, to the location of the hazard.

The contractor shall provide at a minimum, a standard maintenance crew consisting of a minimum of three (3) people, one (1) chipper and truck, and one (1) aerial tower truck. One (1) crane truck with one (1) operator shall also be available on an as needed basis. This crew shall be able to respond within two hours of notification. In the event of multiple emergencies, additional crews may be added as requested by the Director of Public Works or his designee.

The Contractor will remove the hazard from the Right-of-way as directed. The Contractor will also remove any and all debris associated with the removal of the hazard including but not limited to logs, branches, leaves, saw dust, and limbs; and will dispose of said debris legally and responsibly.

The Contractor will be required to provide all appropriate traffic control, to include but not limited to flaggers, cones, barricades, required in the current edition of the MUTCD.

All emergency work orders will be invoiced at the Emergency Services Rate as quoted in “Exhibit B”

All work will be invoiced on individual invoices on a per location/project basis.

NON-EMERGENCY GENERAL TREE SERVICE:

Contractor will provide all necessary labor, tools, implements, equipment, material, and supplies needed to complete the contracted work and to properly dispose of all materials generated in the course of the work. Chipper trucks will be considered standard equipment and should be included in all pricing as standard equipment. Work will consist of tree pruning, tree removal, and stump grinding in various locations throughout the City of Sandy Springs as/or as directed by the Director of Public Works or his designee.

Upon notification by the Director of Public Works or his designee, the Contractor will schedule and perform the requested services within one week (5 business days), or at a time mutually agreed upon by the City of Sandy Springs and the Contractor. If the Contractor chooses to do non-emergency work on a weekend or holiday, notification is required prior to beginning work and shall be completed at no extra charge.

The Contractor will be required to provide all appropriate traffic control, to include but not limited to flaggers, cones, barricades, required in the current edition of the MUTCD.

The Contractor will be required to conduct a site visit for all requested services prior to preforming service and will provide a price quote upon request.

Contractor shall legally dispose of all waste material generated through tree trimming and tree and tree stump grinding operations. By request of the City, the Contractor maybe required to provide a report of the amount in tons of material disposed and where that material was disposed to.

TREE PRUNING:

All trees shall be pruned, which include having crown cleaning, crown thinning, crown raising, mistletoe removal. Any additional requirements shall be communicated by the Director of

Public Works or his designated representative. The contractor will be required to provide all appropriate traffic control, to include but not limited to flaggers, cones, barricades, required in the current edition of the MUTCD. The awarded contractor(s) shall also have a licensed ISA arborist on staff and be on site when the location requires it.

Pruning cuts shall apply to all branches one (1) inch in diameter or greater unless otherwise directed. All pruning practices shall follow last version of the ANSI A300 Pruning Standards and the Z.133.1

Crown Cleaning is the removal of dead, dying, diseased, broken, crowded, crossing, weakly attached, low vigor branches, water sprouts from the trees crown, and suckers from the base.

All dead wood one {1) inch in diameter and greater shall be removed. All water sprouts and suckers shall be removed.

Crown Thinning is the selective removal of unwanted live branches and limbs in order to provide more light and air penetration through the tree and/or lighten the weight of the remaining branches. Thinning cuts shall be made at all times unless otherwise indicated by the City Arborist or designated representative. When thinning mature tree never remove more than one fourth (1/4) of the live foliage unless otherwise Indicated by the City Arborist or designated representative.

Crown Raising is the removal of lower branches in order to provide clearance for buildings, vehicles, pedestrians and vistas. Branches shall be removed as necessary to provide a minimum of fourteen (14) feet clearance over the street and a minimum of ten (10) feet over the sidewalk, unless otherwise indicated by the City Arborist or designated representative. This includes removal of all suckers and basal sprouts.

TREE REMOVALS and STUMP GRINDING:

Removals with Stumping shall be as directed by the Director of Public Works or his designee. All above ground parts of the tree shall be removed. Stumping shall be as Indicated below. Prior to beginning work the contractor will verify that the affected property owner is aware of the activity

Stump Grinding Requirements shall be as follows:

The tree stumps shall be ground to a minimum depth which completely removes the heart of the stump and the roots are separated by at least eighteen (18} inches, or ground to minimum depth of eighteen (18) inches and minimum width of eighteen

(18) inches past the edge of the stump at ground level, whichever is greater.

All surface roots within a six (6) foot radius of the center of the stump shall be removed.

All surface roots within three (3) feet of the sidewalk shall be removed.

No damage is allowed to the lawn further than six (6) inches from any removed surface root. Contractor will be responsible for the repair of any ruts or other damage that might be caused during the execution of this contract.

The void created during the stump grinding process shall be backfilled the same day the stump is removed. If left unattended prior to backfilling, barricades or road cones shall be placed around the hole, in a manner that provides adequate warning to the general public.

The Contractor will be required to provide all appropriate traffic control, to include but not limited to flaggers, cones, barricades, required in the current edition of the MUTCD.

Treatment of the debris from stump grinding shall be designated and priced prior to the start of each contract amendment using one of the following two options:

1. Ground wood chips from the stump removal shall be used to backfill the hole, leaving a three (3) to four (4) inch mound of chips to allow for settling. All areas around the removed stump with backfill shall be graded to match the existing grade of the area.

2. Ground wood chips from the stump removal shall be used with imported loamy soil (free of woodchips and debris) to backfill the hole. A mix of 40% wood chips and 60% loamy shall be used for backfill purposes, leaving a two (2) to three (3) inch mound of mix to allow for settling. All extra chips shall be disposed of by the contractor. All areas around the removed stump with backfill shall be graded to match the existing grade of the area.

Protection from Overhead and Underground Utilities

Removal of branches that touch television utility lines. (If a branch that is to be trimmed comes in contact with an energized power line, then the power company shall be notified for removal.)

Removal of branches extending over houses and other buildings or major branches within five feet of structures unless otherwise indicated by the Director of Public Works or his designee.

Holiday Schedule:

The following dates are considered to be holidays under this scope of work:

New Year’s Day

Martin Luther King, Jr.’s Birthday

Presidents Day

Memorial Day

Independence Day

Labor Day

Columbus Day

Thanksgiving Day

Day After Thanksgiving Day

Christmas Day

Health and Safety Requirements

1. Report any personnel accident within 24 hours to the City.

2. Report all damage of contractor operated/maintained City owned equipment to the City within 24 hours after the occurrence.

3. Submit a quarterly report to the City to include the following:

A. The number of training sessions conducted.

B. Number of OSHA recordable injuries.

C. Number of Loss of time injuries

4. Vehicle Operators shall have appropriate class driver’s license for vehicle being operated.

Contractor Performance Evaluation

The City shall conduct a monthly performance evaluation for the preceding month with the contractor’s project manager. Such evaluations may be provided to the contractor on or before the tenth (10th) day of the of the following month. The evaluations will cover any or all of the following:

Work Completion Work Quality Work Quantity Work order paperwork completion Crew performance including;

1. Proper attire for the job including work boots (no graphic t-shirts, or leisure ware).

2. Crew attitude and willingness to perform scope of services.

3. Arriving on time for work.

4. Adequate job knowledge to perform tasks according to industry standards

Accuracy and completeness of proper billing and within a timely manner.

Unsatisfactory performance ratings are subject to corrective action in accordance with the terms and conditions of the contract.

At no additional cost to the City, Contractor employee(s) determined to be not capable of performing this scope of work may be requested to be removed and replaced. Contractor shall be responsible for filling replacement personnel within a period of no more than Thirty (30) Days. If a position remains open longer than thirty days, the contractor may be required to remit a portion of the contract monies earned equivalent to the earnings of that position back to the City.

The contractor shall be required to have a business license, and a certified traffic control manager

ADDITIONAL ITEMS:

Site Cleanup shall be completed immediately after each tree, section of trees, or stump grinding has been completed. The means that all logs, branches, twigs, wood chips, leaves, wood, dust, any plant material, or other materials generated during the job shall be removed from the work area before leaving the site. If this is not possible than barricades or cones caution tape must be used and provided by the contractor, until the site is clean as determined by the Director of Public Works or his designee.

BIDDING INSTRUCTIONS

Failure to submit the following bid documents may result in the bid being deemed non-responsive and the bid shall be rejected:

City Bid Form City Qualification Signature and Certification Form Reference Form

List of equipment Bid Schedule Bid Price Certification

E-verify Affidavit under O.C.G.A. 13-10-91(b)(1) Addenda Acknowledgement Subcontractor List ISA Arborist License Business License

Upon award of contract the following items shall also be submitted:

Certification of Sponsor Drug Free Workplace Georgia Security Immigration Compliance Act Affidavit Certificate of Insurance Notice to Contractors Compliance with Electrical Safety Provisions Affidavit verifying Status for City Public Benefit Application Corporate Certificate

BID FORM

(Bidder to sign and return)

TO: PURCHASING MANAGER

CITY OF SANDY SPRINGS

SANDY SPRINGS, GEORGIA 30350

Ladies and Gentlemen:

In compliance with your Invitation To Bid, the undersigned, hereinafter termed the Bidder, proposes to enter into a Contract with the City of Sandy Springs, Georgia, to provide the necessary machinery, tools, apparatus, other means of construction, and all materials and labor specified in the Contract Documents or as necessary to complete the Work in the manner therein specified within the time specified, as therein set forth, for:

ITB #22-043 Emergency, Non-Emergency Tree Services and Debris Removal

The Bidder has carefully examined and fully understands the Contract, Specifications, and other documents hereto attached, has made a personal examination of the Site of the proposed Work, has satisfied himself as to the actual conditions and requirements of the Work, and hereby proposes and agrees that if his bid is accepted, he will contract with the City of Sandy Springs in full conformance with the Contract Documents.

It is the intent of this Bid to include all items of construction and all Work called for in the Specifications, or otherwise a part of the Contract Documents.

In accordance with the foregoing, the undersigned proposes to furnish and construct the items listed in the attached Bid schedule for the unit prices stated.

The Bidder agrees that the cost of any work performed, materials furnished, services provided or expenses incurred, which are not specifically delineated in the Contract Documents but which are incidental to the scope, intent, and completion of the Contract, shall be deemed to have been included in the prices bid for the various items scheduled.

The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces and equipment within the time specified in the scope of services.

If this bid shall be accepted by the City of Sandy Springs and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Sandy Springs may, at its option, determine that the undersigned abandoned the Contract and there upon this bid shall be null and void, and the sum stipulated in the attached Bid Bond or certified check shall be forfeited to the City of Sandy Springs as liquidated damages.

Bidder acknowledges receipt of the following addenda:

Addendum No. Date Received

Bidder further declares that the full name and resident address of Bidder’s Principal is as follows:

Signed, sealed, and dated this day of

Bidder

Company Name

Seal

Bidder Mailing Address:

By:

Title: _

By:

Title:

QUALIFICATIONS SIGNATURE AND CERTIFICATION

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., have not been violated and will not be violated in any respect.

Authorized Signature Date_

Print/Type Name

Email Address

Print/Type Company Name Here_

REQUEST FOR REFERENCES

INVITATION TO BID #22-043

EMERGENCY, NON-EMERGENCY TREE AND DEBRIS REMOVAL SERIVCES

All references must be from customers for whom your company has provided projects completed in the last five years of similar scope and services as the specifications of Invitation to Bid #22-043 Emergency, Non-Emergency Tree and Debris Removal Services

References for: _______________________________________

(Company Name)

1. Company ______________________________________________________________

Street Address ____________________________________________________________

City, State & Zip ___________________________________________________________

Contact Person Name_______________________________ Phone___________________

Email address______________________________________________________________

Describe specific job performed and date: _______________________________________

2. Company_______________________________________________________________

Street Address _____________________________________________________________

City, State & Zip ___________________________________________________________

Contact Person Name________________________________ Phone___________________

Email address______________________________________________________________

Describe specific job performed and date: ________________________________________

3. Company _______________________________________________________________

Street Address ______________________________________________________________

City, State & Zip ____________________________________________________________

Contact Person Name ______________________________ Phone ____________________

Email address______________________________________________________________

Describe specific job performed and date: ________________________________________

EXHIBIT "B"

Fee Schedule

EMERGENCY RESPONSE

TREE REMOVAL (ALL INCLUSIVE)

From 0"-6" dbh per tree=__________________________________________

Over 6" to 12" dbh per tree =__________________________________________

Over 12" to 18" dbh per tree =__________________________________________

Over 18" to 24" dbh per tree =__________________________________________

Over 24" to 36" dbh per tree=__________________________________________

Over 36" dbh per tree=__________________________________________

TREE REMOVAL WITH STUMP GRINDING (ALL INCLUSIVE)

Over 6" to 12" dbh per tree=__________________________________________

Over 12" to 18" dbh per tree=__________________________________________

Over 18" to 24" dbh per tree=__________________________________________

PRESTAGING EMERGENCY SERVICES (Separate from Other Emergency Services)

Standard Emergency Crew/HR=_____________________________________________________

Crane (Minimum 20 TN with Operator/HR=___________________________________________

NON-EMERGENCY

GENERAL LABOR AND EQUIPMENT COST (Non-Emergency or scheduled work)

2 man crew with standard equipment/HR=___________________________________________

3 man crew with standard equipment /HR=__________________________________________

4 man crew with standard equipment /HR=__________________________________________

TREE REMOVAL

Over 6" to 12" dbh per tree =__________________________________________

Over 18" to 24" dbh per tree =__________________________________________

TREE PRUNING

Pruning Limbs 3 man crew (3 hr Min Billing Allowed)=__________________________

TREE REMOVAL WITH STUMP GRINDING

Over 36" dbh per tree=________________________________________________

STUMP GRINDING ONLY

Option#1 - Grind to specifications only ((Non-Emergency or scheduled work)

Option #2 - Grind to specifications with soil backfill (Non-Emergency or scheduled work)

Over 24" to 36" dbh per tree =__________________________________________

Over 36" dbh per tree =__________________________________________

ALL Non-Emergency/Emergency Work will be invoiced per the quoted price for Services denoted in “Exhibit B” of this contract. Items that fall outside of that price schedule must be quoted separately.

*Please complete and submitted with bid as a separate sheet*

Additional available resources for Emergency Response (i.e. Winter Storm/Disaster Support) or equipment and labor that are available but not specified above that may be utilized on an as needed/requested basis:

Item: Units Available Cost/Unit

Example: Bobcat with 2 man crew 2 $150/Hour

BID PRICE CERTIFICATION

In compliance with the attached Specification, the undersigned offers and agrees that if this Bid is accepted, by the City Council within one hundred and twenty (120) days of the date of Bid opening, that he will furnish any or all of the Items upon which Prices are quoted, at the Price set opposite each Item, delivered to the designated point(s) within the time specified in the Bid Schedule.

TOTAL BID PRICE: ______________________________________________________________

TOTAL BID PRICE IN WORDS: _____________________________________________________

COMPANY: ___________________________________________________________________

ADDRESS: ____________________________________________________________________

AUTHORIZED SIGNATURE: _______________________________________________________

EMAIL ADDRESS: _______________________________________________________________

PRINT / TYPE NAME: ____________________________________________________________

EVERIFY AFFIDAVIT

CONTRACTOR AFFIDAVIT UNDER O.C.G.A. § 13-10-91(b)(1)

By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of the City of Sandy Springs has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. §

13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows:

Federal Work Authorization User Identification Number

Date of Authorization

Name of Contractor

Name of Project

Name of Public Employer

I hereby declare under penalty of perjury that the foregoing is true and correct.

Executed on __________________ in ___________ (city), __________ (state).

Signature of Authorized Officer or Agent

Printed Name and Title of Authorized Officer or Agent

SUBSCRIBED AND SWORN BEFORE ME

ON THIS THE ______ DAY OF ________________

NOTARY PUBLIC

My Commission Expires: ______________________

SUBCONTRACTORS

LIST OF SUBCONTRACTORS

I do _________, do not _______, propose to subcontract some of the work on this project. I propose to

Subcontract work to the following subcontractors:

Company Name: _______________________________________________________________________

CONTRACT

AGREEMENT

This Agreement (“Agreement”) is made as of execution date by the City and between

_________________________________________________________________ (“Contractor”), located at ______________________________________________ and the City of Sandy Springs, Georgia (“Sandy Springs”).

WITNESSETH:

WHEREAS, Contractor is engaged in the business of

WHEREAS, Sandy Springs has a need to acquire landscaping services as described in the Scope of Services and/or Contractor Proposal attached hereto as Exhibit A (“Services”); and

WHEREAS, Contractor is willing and able to render the Services and wishes to perform the Services for Sandy Springs; and

WHEREAS, Sandy Springs wishes to acquire the Services from Contractor;

NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants set forth herein, the parties hereto agree as follows:

1. Services.

Contractor hereby agrees to render the Services to Sandy Springs as set forth in the Scope of Services and/or Contractor Proposal attached hereto as Exhibit A and incorporated herein by this reference (“Project”). Contractor agrees to perform the Services at the direction of the project manager or designee, in the manner and to the extent required by the parties herein, as may be amended hereafter in writing by mutual agreement of the parties.

2. Compensation.

a. Fee. As consideration for the Services, Sandy Springs shall pay to Contractor the fee described in

Exhibit B attached hereto and incorporated herein by this reference.

b. Manner of Payment. Contractor shall, on a monthly basis, prepare and submit to the Sandy

Springs Finance Department an invoice, indicating work performed and approved and additional expenses incurred during the applicable time period, together with such supporting documentation as may be required by Sandy Springs. Each compliant invoice shall be paid within thirty (30) days after submission of an invoice.

3. Relationship of Parties.

a. Independent Contractors. Nothing contained herein shall be deemed to create any relationship other than that of independent contractor between Sandy Springs and Contractor. This Agreement shall not constitute, create, or otherwise imply an employment, joint venture, partnership, agency or similar arrangement between Sandy Springs and Contractor. It is expressly agreed that Contractor is acting as an independent contractor and not as an employee in providing the Services under this Agreement.

b. Employee Benefits. Contractor shall not be eligible for any benefit available to employees of

Sandy Springs including, but not limited to, workers’ compensation insurance, state disability insurance, unemployment insurance, group health and life insurance, vacation pay, sick pay, severance pay, bonus plans, pension plans, or savings plans.

c. Payroll Taxes. No income, social security, state disability or other federal or state payroll tax will be deducted from payments made to Contractor under this Agreement. Contractor shall be responsible for all

FICA, federal and state withholding taxes and workers’ compensation coverage for any individuals assigned to perform the Services for Sandy Springs.

4. Term.

This Agreement shall become effective as of the date of execution date. The term of this Contract shall be for three (3) performance years, with one (1) base year and four (2) one-year renewal options , contingent upon annual appropriations of funds by the City of Sandy Springs City Council. The Contract shall terminate at the close of each calendar year, but will automatically renew absent any positive action by the City.

5. Termination.

Either party shall have the right to terminate this Agreement if the other party is in default of any obligation hereunder and such default is not cured within ten (10) days of receipt of a notice from the other party specifying such default. “Default” shall mean:

a. If Sandy Springs fails to make payments when due or fails to perform or observe any of its duties or obligations under the terms of this Agreement;

b. If Contractor fails to perform or observe any of its duties or obligations under the terms of this

Agreement;

c. If Sandy Springs or Contractor shall have made any warranty or representation in connection with this Agreement which is found to have been false at the time such warranty or representation was made and is materially harmful to the other party.

d. This Agreement may also be terminated by either party by giving written notice thirty (30) days prior to the effective date of termination.

If this Agreement is terminated pursuant to this paragraph, Contractor shall be exclusively limited to receiving only compensation for the work performed and appropriately documented to and including the effective date identified in the written termination notice.

6. Termination of Services and Return of Property.

Upon the expiration or earlier termination of this Agreement, Contractor shall immediately terminate the Services hereunder and shall deliver promptly to Sandy Springs all property relating to the Services and any Work Product (as defined below), patents or copyrights covered by this Agreement. Work Product shall include, but not be limited to, all hardware and software, written, graphical, and recorded material, and any copies, abstracts or summaries thereof.

7. Standard of Performance and Compliance with Applicable Laws In the Service Agreement.

Contractor warrants and represents that it possesses the special skill and professional competence, expertise and experience to undertake the Services and the obligations imposed by this Agreement. Contractor agrees to perform in a diligent, efficient, competent and skillful manner commensurate with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances, and to otherwise perform as in necessary to undertake the Services required by this Agreement, including the requirements set forth in the Certification of Contractor - Georgia Security and Immigration Compliance Act attached hereto as Exhibit C, in the Certification of Sponsor Drug Free Workplace attached hereto as Exhibit D, and in the Affidavit Verifying Status for City Public Benefit Application attached hereto as Exhibit E, Contractor Affidavit under O.C.G.A. § 13-10-91(b)(1) attached hereto as Exhibit F, and agrees to execute and provide such certifications to Sandy Springs, which are incorporated into and made a part of this Agreement.

Contractor warrants and represents that it will, at all times, observe and comply with all federal, state, local and municipal ordinances, rules, regulations, relating to the provision of the Services to be provided by Contractor hereunder or which in any manner affect this Agreement.

The Contractor shall comply with and shall require its Subcontractors to comply with the regulations for compliance with Title VI of the Civil Rights Act of 1964, as amended, and 23 CFR 200, as stated in the Notice to Contractors - Compliance with Title VI of the Civil Rights Act of 1964, attached hereto as Exhibit H and incorporated herein.

8. Conflicts of Interest.

Contractor warrants and represents that:

a. the Services to be performed hereunder will not create an actual or apparent conflict of interest with any other work it is currently performing; and

b. Contractor is not presently subject to any agreement with a competitor or with any other party that will prevent Contractor from performing in full accord with this Agreement; and

c. Contractor is not subject to any statute, regulation, ordinance or rule that will limit its ability to perform its obligations under this Agreement; and

d. Contractor shall be free to accept other work during the term hereof; provided, however, that such other work shall not interfere with the provision of Services hereunder.

9. Proprietary Information; Non-Solicitation.

Contractor acknowledges that it may have access to and become acquainted with confidential and other information proprietary to Sandy Springs including, but not limited to, information concerning Sandy Springs, its operations, customers, citizens, business and financial condition, as well as information with respect to which Contractor has an obligation to maintain confidentiality (collectively referred to herein as “Proprietary Information”). Contractor agrees not to disclose, directly or indirectly, to anyone or to use or to allow others to use, for any purpose whatsoever, any Proprietary Information of any type, whether or not designated confidential or proprietary, acquired in the course of performing under this Agreement. The obligations of Contractor under this section shall survive the termination of this Agreement.

10. Insurance and Indemnification.

Contractor shall indemnify the City, its officers, agents, servants and employees from and against any and all liability for damages, losses, or expenses to the extent caused by or resulting from the negligence, recklessness, or intentionally wrongful conduct of the Contractor or other persons employed or utilized by the Contractor in the Performance of the Agreement.

11. Non-Discrimination.

During performance of this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender, national origin, age, disability, or military or veteran status, or any other status or classification protected by applicable federal, state and local laws.

This practice shall apply to all terms and conditions of employment, including but not limited to, hiring, placement, promotion, termination, layoff, recall, transfer, leave of absence, compensation, and training.

Contractor shall undertake equal employment opportunity efforts to ensure that applicants and employees are treated without regard to their race, color, religion, sex, sexual orientation, gender, national origin, age, disability, or military or veteran status, or any other status or classification protected by applicable federal, state and local laws. Contractor's equal employment opportunity efforts shall include, but not be limited to, all terms and conditions of employment, including but not limited to, hiring, placement, promotion, termination, layoff, recall, transfer, leave of absence, compensation, and training.

Contractor shall, in all solicitations or advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, sex, sexual orientation, gender, national origin, age, disability, or military or veteran status, or any other status or classification protected by applicable federal, state and local laws.

Contractor shall cause the foregoing provisions to be inserted in all subcontracts for any work covered by the

Agreement so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

12. Assignment.

Contractor shall not assign this Agreement or the rights and obligations created herein without the prior express written consent of Sandy Springs. Any attempted assignment by Contractor without the prior express written approval of Sandy Springs may, at Sandy Springs’ sole option, result in the termination of this Agreement without any notice to Contractor of such termination.

13. Notices.

All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally in hand, or when mailed by certified or registered mail, return receipt requested with proper postage prepaid, addressed to the appropriate party at the following address or such other address as may be given in writing to the parties:

If to Sandy Springs: With copy to:

Eden Freeman, City Manager Dan Lee, City Attorney 1 Galambos Way 1 Galambos Way Sandy Springs, Georgia 30328 Sandy Springs, Georgia 30328

If to Contractor: With copy to:

14. Governing Law and Consent to Jurisdiction.

This Agreement is made and entered into in the State of Georgia and this Agreement and the rights and obligations of the parties hereto shall be governed by and construed according to the laws of the State of Georgia without giving effect to the principles of conflicts of laws. The Courts in Fulton County, Georgia shall have jurisdiction over any litigation arising out of this Agreement.

15. Waiver of Breach.

The waiver by either party of a breach or violation of any provision of this Agreement shall not operate or be construed to constitute a waiver of any subsequent breach or violation of the same or other provision thereof.

16. Disputes.

No civil action with respect to any dispute, claim or controversy arising out of or relating to this Agreement may be commenced without first giving fourteen (14) calendar day’s written notice to Sandy Springs of the claim and the intent to initiate a civil action.

17. Severability.

If any provision of this Agreement is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of the Agreement, which shall remain in full force and effect, and enforceable in accordance with its terms.

18. Entire Agreement.

This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior discussions, representations and understandings, whether oral or written.

19. Heading.

This Agreement shall not be interpreted by reference to any of the titles or headings to the sections or paragraphs of this Agreement, which have been inserted for convenience purposes only and are not deemed a part hereof.

20. Interpretation of Exhibits and Exclusion of External References.

The provisions of the main body of this Agreement shall govern the relationship between the City and the

Contractor. In the event of conflicts or inconsistencies between this Agreement and its exhibits and attachments, including, but not limited to, those provided by Contractor, the provisions of the main body of this Agreement shall control. Website links inserted by the Contractor into exhibits or attachments to this Agreement shall not govern, alter, control or otherwise affect the provisions of this Agreement and shall be of no force or effect in the construction or interpretation of this Agreement.

21. Copyright, Trademark and Patent Indemnification.

Contractor warrants it has the rights to use and license all products, software and services provided under this agreement. Contractor further agrees to defend and save harmless Sandy Springs against any claims brought by a third party including, without limitation, reasonable attorneys' fees and costs, arising out of or in connection with a claim that the Software, Products and Services used in the scope of this Agreement violated a third party’s trademark, copyright or patent. Copyright, trademark and patent indemnification shall survive the termination, cancellation or expiration of this Agreement.

[Signatures on Following Page]

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized agents, have signed and sealed this Agreement.

4. CITY OF SANDY SPRINGS, GEORGIA

By: ____________________________________ ___________________________________ Eden Freeman, City Manager Date of Execution

ATTEST:

By: ____________________________________ City Clerk

(SEAL) Approved as to Form:

By: ______________________________ City Attorney

CONTRACTOR NAME

By: ____________________________________ ___________________________________ Name: _____________________________ Date of Execution Title: _____________________________

ATTEST:

By: ____________________________________ Secretary

(SEAL)

Witness

EXHIBITS

EXHIBIT A Scope of Services and/or Contractor Proposal

EXHIBIT B Cost Proposal

EXHIBIT C Certification of Contractor – Georgia Security and Immigration Compliance Act

EXHIBIT D Certification of Sponsor Drug-Free Workplace

EXHIBIT E Affidavit Verifying Status for City Public Benefit Application

EXHIBIT F Contractor Affidavit under O.C.G.A § 13-10-91(b) (1)

EXHIBIT G Insurance Requirements

EXHIBIT H Notice to Contractors Compliance with Title VI of the Civil Rights Act of 1964

EXHIBIT I Corporate Certificate

EXHIBIT J Notice to Contractors Compliance with Electrical Safety Provisions

EXHIBIT K Addendum

EXHIBIT A

SCOPE OF SERVICES AND/OR CONTRACTOR PROPOSAL

EXHIBIT B

FEE SCHEDULE

EXHIBIT C

CERTIFICATION OF CONTRACTOR

GEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT

I hereby certify that I am a principal and duly authorized representative of

_____________________________________________, (“Contractor”), whose address is

Contractor hereby agrees to comply with all applicable provisions and requirements of the Georgia Security and Immigration Compliance Act of 2006 (the “Act”), as codified in O.C.G.A. Sections 13-10-90 and 13-10-91 and regulated in Chapter 300-10-1 of the Rules and Regulations of the State of Georgia, "Public Employers, Their Contractors and Subcontractors Required to Verify New Employee Work Eligibility Through a Federal Work Authorization Program," accessed at http://www.dol.state.ga.us, as further set forth below.

Contractor agrees to verify the work eligibility of all of newly hired employees through the U.S. Department of Homeland Security’s Employment Eligibility Verification (EEV) / Basic Pilot Program, accessed through the Internet at https://www.vis-dhs.com/EmployerRegistration, in accordance with the provisions and timeline found in O.C.G.A. 13-10-91 and Rule 300-10-1-.02 of the Rules and Regulations of the State of Georgia. As of July 1, 2007, the verification requirement applies to contractors and subcontractors with five-hundred (500) or more employees.

Contractor understands that the contractor and subcontractor requirements of the Act apply to contracts for, or in connection with, the physical performance of services within the State of Georgia.

Contractor understands that the following contract compliance dates set forth in the Act apply to the Agreement, pursuant to O.C.G.A. 13-10-91:

On or after July 1, 2007, to public employers, contractors, or subcontractors of 500 or more employees;

On or after July 1, 2008, to public employers, contractors, or subcontractors of 100 or more employees;

and

On or after July 1, 2010, to all other public employers, their contractors, and subcontractors.

To document the date on which the Act is applicable to Contractor, and to document Contractor’s compliance with the Act, the undersigned agrees to initial one of the three (3) lines below indicating the employee number category applicable to Contractor, and to submit the indicated affidavit with the Agreement if the Contractor has 500 or more employees.

Contractor has:

____ 500 or more employees [Contractor must register with the Employment/Eligibility Verification/Basic Pilot Program and begin work eligibility verification on July 1, 2007];

____ 100-499 employees [Contractor must register with the Employment Eligibility Verification/Basic Pilot Program and begin work eligibility verification by July 1, 2008]; or http://www.dol.state.ga.us/ https://www.vis-dhs.com/EmployerRegistration

____ 99 or fewer employees [Contractor must begin work eligibility verification by July 1, 2010].

Contractor further agrees to require O.C.G.A. Sections 13-10-90 and 13-10-91 compliance in all written agreements with any subcontractor employed by Contractor to provide services connected with the Agreement, as required pursuant to O.C.G.A. 13-10-91.

Contractor agrees to obtain from any subcontractor that is employed by Contractor to provide services connected with the Agreement, the subcontractor’s indication of the employee number category applicable to the subcontractor.

Contractor agrees to secure from any subcontractor engaged to perform services under this Agreement an executed “Subcontractor Affidavit,” as required pursuant to O.C.G.A. 13-10-91 and Rule 300-10-1-.08 of the Rules and Regulations of the State of Georgia, which rule can be accessed at http://www.dol.state.ga.us.

Contractor agrees to maintain all records of the subcontractor’s compliance with O.C.G.A. Sections 13-10-90 and 13-10-91 and Chapter 300-10-1 of the Rules and Regulations of the State of Georgia.

CONTRACTOR:

Date: ________________________ Signature: __________________________________________

Title: _____________________________________________ http://www.dol.state.ga.us/

EXHIBIT D

CERTIFICATION OF SPONSOR

DRUG-FREE WORKPLACE

_______________________________________________, (“Contractor”), whose address is

________________, ___________________ _______, and I further certify that:

(1) The provisions of Section 50-24-1 through 50-24-6 of the Official Code of Georgia Annotated, relating to the “Drug-Free Workplace Act” have been complied with in full; and

(2) A drug-free workplace will be provided for Contractor’s employees during the performance of the

Agreement; and

(3) Each Subcontractor hired by Contractor shall be required to ensure…