INVITATION TO BID

23-060

Riverside Drive Stormwater Mitigation Project BID DUE DATE & OPENING March 22, 2023, 2:00 PM EST

VIA ZOOM

https://zoom.us/j/8146434147?pwd=enE0QWhqUVJQYlJvdlVRZjdtQmorQT09 Meeting ID: 814 643 4147

Passcode: K6qKVp +13017158592 US (Washington DC)

+13126266799 US (Chicago)

+16465588656 US (New York) Passcode: 495973

NON-MANDATORY BID CONFERENCE March 1, 2023, 11:00 AM EST

VIA ZOOM

https://zoom.us/j/8146434147?pwd=enE0QWhqUVJQYlJvdlVRZjdtQmorQT09 Meeting ID: 814 643 4147

Passcode: K6qKVp +13017158592 US (Washington DC)

+13126266799 US (Chicago)

+16465588656 US (New York) Passcode: 495973

QUESTIONS DUE

March 8, 2023, 5:00 P.M.

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

https://sandysprings.bonfirehub.com/projects/86221/details

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 S McAdoo III, purchasing@sandyspringsga.gov.

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

Q&A: https://sandysprings.bonfirehub.com/projects/86221/details.

Questions are due no later than March 8, 2023, 5:00 p.m. Questions received after this date and time may not be answered. There is no pre-bid meeting associated with this solicitation.

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/86221/details. It is the Offeror’s https://zoom.us/j/8146434147?pwd=enE0QWhqUVJQYlJvdlVRZjdtQmorQT09 https://zoom.us/j/8146434147?pwd=enE0QWhqUVJQYlJvdlVRZjdtQmorQT09 mailto:purchasing@sandyspringsga.gov 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 this 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If an Offeror believes certain contract provisions are out of date, not applicable or place an undue burden or cost on the Offeror or the City, the Offeror must address these concerns in writing during the question and answer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 quotes 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 S 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:

mailto:purchasing@sandyspringsga.gov

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;

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 RFP 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

EXHIBIT A

TO CONTRACT AGREEMENT

SCOPE OF SERVIES

Riverside Drive Stormwater Mitigation

The existing auxiliary concrete spillway for North Harbor Lake at 600 North Harbor Drive is currently failing, resulting in roadway flooding. The downstream slope has recently experienced erosion behind the retaining wall. This project involves replacing the existing 1420 square-foot concrete spillway and 48” area inlet with a 1760 square-foot concrete spillway and 84” drop inlet. The project also involves installing 190 linear feet of poured curb and 1730 square feet of grouted riprap as overflow measures. Associated work with the spillway installation includes minor grading and a geotechnical inspection of the saturated subgrade.

Associated stormwater infrastructure work includes the modification of an existing junction box, and removal and reinstallation of a 12” HDPE storm pipe.

Additional project elements include removing fencing, handrails and guardrails as needed on Riverside Drive. Erosion and sediment control measures will need to be installed and maintained for the project duration.

Provision

Contractor shall ensure a geotechnical investigation with appropriate subsurface exploration is conducted on the downstream slope behind the retaining wall.

1. There is no City furnished equipment to be installed by the contractor.

2. Bonds will be required for this project

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

Bid Schedule Bid Price Certification

E-verify Affidavit under O.C.G.A. 13-10-91(b)(1) Addenda Acknowledgment

Subcontractor List Bid Bond

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

Payment Bond Performance Bond

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 23-060 Riverside Drive Stormwater Mitigation Project

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.

Unless otherwise directed, all work performed shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition). All materials used in the process of completion of the work included in the Contract will be furnished from Georgia Department of Transportation certified suppliers only.

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 ten (10) calendar days from receipt of Notice to Proceed and to complete all Work within one hundred twenty (120) calendar days from the initial Notice to Proceed.

The Bidder shall be responsible for installing and maintaining the “Best Management Practices” (BMP’s) throughout the term of the project.

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

(Bidder 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., 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_

REQUESTTFOR REFERENCES

INVITATION TO BID #23-060

Riverside Drive Stormwater Mitigation Project

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 #23-060 Riverside Drive Stormwater Mitigation Project

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: __________________________________________________________________

BID SCHEDULE

ITEM

CODE

ITEM DESCRIPTION QUANTITY UM COST TOTAL

150-1000 TRAFFIC CONTROL PER DAY 10 EA

151-1000 MOBILIZATION: 1 LS

CLEARING AND DEMOLITION:

P-101- 505-00

CONCRETE DEMOLITION AND REMOVAL (6" SLAB) 56 SY

205-0001 EXCAVATION AND REMOVAL OF UNSUITABLE SOILS 75 CY

212-2100 TREE REMOVAL 2 EA

A-110- 537-21

GEOTECHNICAL INSPECTION AND TESTING (SEE

DESCRIPTION*):

1 LS

EROSION CONTROL:

163-0240 MULCH 5 TN

163-0300 CONSTRUCTION EXIT 2 EA

163-0550 CONSTRUCT AND REMOVE INLET SEDIMENT TRAP 3 EA

UNDEF MAINTENANCE OF TEMPORARY SILT FENCE, TP S 500 LF

165-0101 MAINTENANCE OF CONSTRUCTION EXIT 2 EA

165-0105 MAINTENANCE OF INLET SEDIMENT TRAP 3 EA

UNDEF TEMPORARY SILT FENCE, TYPE S 500 LF

702-7501 TREE PROTECTION BARRIER, TYPE 1 122 LF

163-0232 TEMPORARY GRASSING 0.03 AC

700-6910 PERMANENT GRASSING 0.03 AC

UNDEF DUST CONTROL 1 LS

PAVEMENT:

329-1000 COMPACTED GAB, INSTALLED 40 CY

500-3800 CONCRETE SLAB: CLASS A CONCRETE, INCL REINF STEEL 35 CY

500-3800 CONCRETE POURED CURB WALL: CLASS A CONCRETE,

INCL REINF STEEL

20 CY

441-6002 RESTORATION OF CURB AND GUTTER TO PREVIOUS

CONDITION

1 LS

WALL PROTECTION:

603-1224 STN GROUTED RIP RAP, TP 3, 12 IN 195 SY

603-7000 PLASTIC FILTER FABRIC 195 SY

610-0300 REMOVE FENCE 48 LF

611-5511 RESET HANDRAIL 50 LF

641-1200 GUARDRAIL, TP W - REPLACEMENT 210 LF

STRUCTURE:

668-2105 DROP INLET, GP 1, SPCL DES - 84 IN 1 EA

611-3100 RECONSTR JUNCTION BOX 1 EA

611-1065 RELAY STORM DRAIN PIPE, 12 IN HDPE 63 LF

670-9325 HDPE CASING, 12 IN 63 LF

SUBTOTAL

CONTIGENCY 10%

TOTAL

Description:

*THE FOLLOWING TESTING AND EVALUATION SCHEDULE SHOULD BE USED FOR GEOTECHNICAL TESTING COST:

VISUAL SUBGRADE EVALUATION - 2 TRIPS @ 4 HOURS PER TRIP

COMPACTION TESTING OF MASS FILL - 2 TRIPS @ 4 HOURS PER TRIP

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: ____________________________________________________________

BID BOND

(BID BOND TO BE RETURNED WITH BID)

KNOW ALL MEN BY THESE PRESENTS, THAT _________________ __________________

(Name of Contractor)_________________ (Address of Contractor) at __________________________________

(Corporation, Partnership and or Individual) hereinafter called Principal, and ________________ (Name of Surety) (Address of Surety

A corporation of the State of _________________, and a surety authorized by law to do business in the State of Georgia, hereinafter called Surety, are held and firmly bound unto

The City of Sandy Springs Georgia

1 Galambos Way, Sandy Springs, Georgia 30328 herein after referred to as Obligee, in the penal sum of____________________________________ Dollars ($ _______________) in lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents.

WHEREAS, the Principal is about to submit, or has submitted, to the City of Sandy Springs, Georgia, a proposal for furnishing materials, labor and equipment for:

23-060 Riverside Drive Stormwater Mitigation Project

WHEREAS, the Principal desires to file this Bond in accordance with law in lieu of a certified Bidder’s check otherwise required to accompany this Proposal.

NOW, THEREFORE, the conditions of this obligation are such that if the bid is accepted, the Principal shall within ten days after receipt of notification of the acceptance execute a Contract in accordance with the Bid and upon the terms, conditions, and prices set forth in the form and manner required by the City of Sandy Springs, Georgia, and execute a sufficient and satisfactory Performance Bond and Payment Bond payable to the City of Sandy Springs, Georgia, each in an amount of 100% of the total Contract Price, in form and with security satisfactory to said the City of Sandy Springs, Georgia, and otherwise, to be and remain in full force and virtue in law; and the Surety shall, upon failure of the Principal to comply with any or all of the foregoing requirements within the time specified above, immediately pay to the City of Sandy Springs, Georgia, upon demand, the amount hereof in good and lawful money of the United States of America, not as a penalty, but as liquidated damages.

PROVIDED, FURTHER, that Principal and Surety agree and represent that this bond is executed pursuant, to and in accordance with the applicable provisions of the Official Code of Georgia Annotated, as Amended, including, but not limited to, O.C.G.A. § 36-91-1, et. seq., and is intended to be and shall be constructed as a bond in compliance with the requirements thereof.

Signed, sealed, and dated this __________ day of ________________________________A.D., 2021

ATTEST:

(Principal Secretary) (Principal)

(SEAL) BY: ___________________________

(Witness to Principal) (Address)

(Address)

(Surety)

ATTEST

BY: _______________________________

(Attorney-in-Fact) and Resident Agent

(Attorney-in-Fact)

(Seal)

(Address)

(Witness as to Surety)

(Address)

CONTRACT AGREEMENT

For

Riverside Drive Stormwater Mitigation Project (“Project”)

Between

CITY OF SANDY SPRINGS, GEORGIA

(“City”)

And

(“Contractor”)

ITB: 23-060

TABLE OF CONTENTS

ARTICLE I

THE CONTRACT AND THE CONTRACT DOCUMENTS

1.1 The Contract

1.2 The Contract Documents

1.3 Entire Agreement

1.4 Subletting, Assignment, or Transfer

1.5 No Privity with Others

1.6 Intent and Interpretation

1.7 Ownership of Contract Documents

1.8 Hierarchy of Contract Documents

ARTICLE II

THE WORK

2.1 Contractor Responsibility

2.2 “Work” Defined

2.3 Review of Work

2.4 Workday and Restrictions, Suspension and Interruption

2.5 Work to be Peformed by the Prime Contract

ARTICLE III

CONTRACT TIME

3.1 Time and Liquidated Damages

3.2 Substantial Completion

3.3 Time is of the Essence

ARTICLE IV

CONTRACT PRICE

4.1 The Contract Price

ARTICLE V

PAYMENT OF THE CONTRACT PRICES

5.1 Bid Schedule

5.2 Payment Procedure

5.3 Withheld Payment

5.4 Punch List

5.5 Completion and Final Payment

ARTICLE VI

THE CITY

6.1 City Responsibility

6.2 Right to Stop Work

6.3 City’s Right to Carry Out Work

ARTICLE VII

THE CONTRACTOR

7.1 Duties with Respect to Documents

7.2 Manner of Performance

7.3 Supervision

7.4 Compliance

7.5 Warranty

7.6 Permits, Inspections, Fees and Licenses

7.7 Supervision

7.8 Schedules

7.9 Contract to be Maintained at Project Site

7.10 Shop Drawings, Product Data and Samples

7.11 Cleaning the Project Site and the Project

7.12 Access to Work

7.13 Indemnity

7.14 Means, Methods, Techniques, Sequences, Procedures and Safety

7.15 Separate Contracts

7.16 Maintenance of Contract Cost Records

ARTICLE VIII

CONTRACT ADMINISTRATION

8.1 Claims by the Contractor

ARTICLE IX

SUBCONTRACTORS

9.1 Definition

9.2 Award of Subcontracts

ARTICLE X

CHANGES IN THE WORK

10.1 Changes Permitted

10.2 Change Order Defined

10.3 Changes in the Contract Price

10.4 Effect of Executed Change Order

10.5 Notice to Surety; Consent

ARTICLE XI

UNCOVERING AND CORRECTING WORK

11.1 Uncovering Work

11.2 Correcting Work

11.3 City May Accept Defective or Nonconforming Work

ARTICLE XII

CONTRACT TERMINATION

12.1 Termination by the Contractor

12.2 Termination by the City

ARTICLE XIII

INSURANCE

13.1 Insurance Requirements

ARTICLE XIV

DISPUTES

14.1 Mediation

ARTICLE XV

INDEPENDENT CONTRACTOR

15.1 Relationship between Contractor and City

ARTICLE XVI

COVENANT AGAINST CONTINGENT FEES

16.1 Warranty by Contractor

ARTICLE XVII

MISCELLANEOUS

17.1 Governing Law

17.2 Successors and Assigns

17.3 Notices

EXHIBITS

EXHIBIT A SCOPE OF SERVICES

EXHIBIT B BID SCHEDULE

EXHIBIT C BID PRICE CERTIFICATION

EXHIBIT D NOTICE TO CONTRACTORS - COMPLIANCE WITH

TITLE VI OF THE CIVIL RIGHTS ACT

EXHIBIT E CERTIFICATION OF SPONSOR DRUG-FREE WORKPLACE

EXHIBIT F CERTIFICATION OF CONTRACTOR GEORGIA SECURITY

AND IMMIGRATION COMPLIANCE ACT

EXHIBIT G INSURANCE REQUIREMENTS

EXHIBIT H LIST OF SUBCONTRACTORS

EXHIBIT I NOTICE TO CONTRACTORS COMPLAINCE WITH ELECTRICAL SAFETY PROVISIONS

EXHIBIT J AFFIDAVIT VERIFYING STATUS FOR CITY PUBLIC BENEFIT APPLICATION

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

EXHIBIT L CORPORATE CERTIFICATE

EXHIBIT M ADDENDUMS

EXHIBIT N BONDS

CONTRACT AGREEMENT

This Agreement is made by and between the City of Sandy Springs, a political subdivision of the State of Georgia (hereinafter referred to as the City) and ______________________(hereinafter referred to as the Contractor) under seal for construction of Riverside Drive Stormwater Mitigation Project (hereinafter referred to as the Project);

WHEREAS, the Contractor desires to enter into this Agreement for construction of the Project and has represented to the City that it is qualified and experienced to provide such services necessary for construction of the Project (the City requires that the Contractor comply with all federal, state and local legal requirements imposed on the Project as the result of federal funding and the City has relied on such representation);

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is agreed by and between the Contractor and the City as follows:

ARTICLE I

THE CONTRACT AND THE CONTRACT DOCUMENTS

1.1 The Contract

1.1.1 The Contract between the City and the Contractor, of which this Agreement is a part, consists of the Contract Documents. It shall be effective on the date this Agreement is executed by the last party to execute it.

1.2 The Contract Documents

1.2.1 The Contract Documents consist of this Agreement, General Conditions, Special Provisions, the Technical Specifications, the Drawings and Plans, Bidding Documents, all Change Orders and Field Orders issued hereafter, the base bid made by the Contractor in response to the City’s Invitation to Bid No. 23-060 (the “Bid”), and any other amendments hereto executed by the parties hereafter, together with the following (if any):

Documents not enumerated in this Paragraph 1.2 are not Contract Documents and do not form a part of this Contract.

1.3 Entire Agreement

1.3.1 The Contract Documents constitute the entire and exclusive agreement between the City and the Contractor with reference to the Project.

1.4 Subletting, Assignment, or Transfer

1.4.1 It is understood by the parties to this Agreement that the Work of the Contractor is considered personal by the City. The Contractor agrees not to assign, sublet, or transfer any or all of its interest in this Agreement without prior written approval of the City.

1.4.2 The City reserves the right to review all subcontracts prepared in connection with the Agreement, and the Contractor agrees that it shall submit to the City proposed subcontract documents together with Subcontractor cost estimates for the City’s review and written concurrence in advance of their execution.

1.4.3 All subcontracts in the amount of $10,000.00 or more shall include the provisions set forth in this Agreement.

1.5 No Privity with Others

1.5.1 Nothing contained in this Contract shall create, or be interpreted to create, privity or any other contractual agreement between the City and any person or entity other than the Contractor.

1.6 Intent and Interpretation

1.6.1 The intent of this Contract is to require complete, correct and timely execution of the Work. Any Work that may be required, implied or inferred by the Contract Documents, or any one or more of them, as necessary to produce the intended result shall be provided by the Contractor for the Contract Price, as hereinafter defined.

1.6.2 This Contract is intended to be an integral whole and shall be interpreted as internally consistent.

What is required by any one Contract Document shall be considered as required by the Contract.

1.6.3 When a word, term or phrase is used in this Contract, it shall be interpreted or construed, first, as defined herein; second, if not defined, according to its generally accepted meaning in the construction industry; and third, if there is no generally accepted meaning in the construction industry, according to its common and customary usage.

1.6.4 The words include, includes, or including, as used in this Contract, shall be deemed to be followed by the phrase, without limitation.

1.6.5 The specification herein of any act, failure, refusal, omission, event, occurrence or condition as constituting a material breach of this Contract shall not imply that any other, non-specified act, failure, refusal, omission, event, occurrence or condition shall be deemed not to constitute a material breach of this Contract.

1.6.6 Words or terms used as nouns in this Contract shall be inclusive of their singular and plural forms, unless the context of their usage clearly requires a contrary meaning.

1.6.7 The Contractor shall have a continuing duty to read, carefully study and compare each of the Contract Documents, the shop drawings and the product data and shall give written notice to the City of any inconsistency, ambiguity, error or omission which the Contractor may discover with respect to these documents before proceeding with the affected Work. The issuance or the express or implied approval by the City of the Contract Documents, shop drawings or product data shall not relieve the Contractor of the continuing duties imposed hereby, nor shall any such approval be evidence of the Contractor’s compliance with this Contract. HOWEVER, THE CITY MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER TO THE CONTRACTOR CONCERNING THE DOCUMENTS FOR THE PROJECT, INCLUDING THE DRAWINGS AND SPECIFICATIONS FOR THE PROJECT. By the execution hereof, the Contractor acknowledges and represents that it has received, reviewed and carefully examined such documents, has found them to be complete, accurate, adequate, consistent, coordinated and sufficient for construction, and that the Contractor has not, does not, and will not rely upon any representation or warranties by the City concerning such documents as no such representation or warranties have been or are hereby made.

1.6.8 Neither the organization of any of the Contract Documents into divisions, sections, paragraphs, articles, (or other categories), nor the organization or arrangement of the design, shall control the Contractor in dividing the Work or in establishing the extent or scope of the Work to be performed by Subcontractors.

1.7 Ownership of Contract Documents

1.7.1 The Contractor may be provided, have access to or become aware of the City’s Confidential Information including the City’s strategic plans, employee data, customer data and other technical and business information of the City (collectively referred to as the “Confidential Information”). The term Confidential Information includes the deliverables as well as all information generated by the Contractor that contains, references or is derived from the Confidential Information and the Services including, without limitation, the Contractor’s summaries, analysis, extracts, working papers and notes relating to the Services and the Deliverables (referred to as the “Working Papers”). The Contractor agrees not to disclose the Confidential Information to third parties without the prior written approval of the City and not to make use of the Confidential Information other than as needed to perform the Services. The Contractor further agrees that it will only disclose the Confidential Information to its personnel on a need-to-know basis solely for the performance of the Services and will protect the Confidential Information with the same degree of care that the Contractor uses to protect its own confidential information, but no less than reasonable care or as the various laws may require or impose.

All Confidential Information as well as other documents, data and information provided to the Contractor by the City is and will remain the property of the City to the extent that it was the property of the City at the time it was provided to the Contractor.

All Confidential Information shall be returned to the City by the Contractor within five (5) business days of the completion of the Services under this Contract. The Contractor will keep no copies of the Confidential Information except that the Contractor may retain one copy of the Working Papers as required by law, regulation, professional standards or reasonable business practice. If requested by the City, an officer of the Contractor will certify in writing that, to the best of his/her knowledge, information and belief, all Confidential Information and all copies thereof (except for one copy of the Working Papers) have been delivered to the City or destroyed.

The Contract Documents, and each of them, shall remain the property of the City. The Contractor shall have the right to keep one record set of the Contract Documents upon completion of the Project; provided, however, that in no event shall Contractor use, or permit to be used, any or all of such Contract Documents on other projects without the City’s prior written authorization.

1.8 Hierarchy of Contract Documents

1.8.1 In the event of any conflict, discrepancy, or inconsistency among any of the Contract Documents, the following hierarchy shall control: (a) as between figures given on drawings and the scaled measurements, the figures shall govern; (b) as between large scale drawings and small scale drawings, the large scale shall govern; (c) as between drawings and specifications, the requirements of the specifications shall govern; (d) as between the Contract Agreement and General and the specifications, the requirements of the Contract Agreement shall govern. As set forth hereinabove, any and all conflicts, discrepancies, or inconsistencies shall be immediately reported to the City in writing by the Contractor.

ARTICLE II

THE WORK

2.1 Contractor Responsibility

2.1.1 The Contractor shall perform all of the Work required, implied or reasonably inferable from, this Contract.

2.2 “Work” Defined

2.2.1 The term Work shall mean whatever is done by or required of the Contractor to perform and complete its duties under this Contract, including the following: construction of the whole or a designated part of the Project; furnishing of any required surety bonds and insurance; and the provision or furnishing of labor, supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, permits and licenses required of the Contractor, fuel, heat, light, cooling and all other utilities as required by this Contract. The Work to be performed by the Contractor is generally described in Exhibit A, SCOPE OF SERVICES, attached hereto and incorporated herein.

2.3 Review of Work

2.3.1 Authorized representatives of the City and affected state or federal agencies may at all reasonable times review and inspect the activities and data collected under the terms of the Contract and any amendments thereto, including but not limited to, all reports, drawings, studies, specifications, estimates, maps, and computations, prepared by or for the City.

2.4 Workday and Restrictions, Suspension and Interruption

2.4.1 Normal workday for the Work shall be from 8:00 A.M. to 5:00 P.M. and the normal work week shall be Monday through Friday. The City will consider extended workdays or work weeks upon written request on a case-by-case basis. The City may restrict work hours in certain locations or at certain times of the day.

No work will be allowed on national holidays (i.e., Memorial Day, July 4th, Labor Day, etc.). The City may order the Contractor in writing to suspend, delay or interrupt all or any part of the Work for such period of time as it may determine appropriate for the convenience of the City. The time for completion of the Work shall be extended by the number of days the Work is suspended. The City shall not be responsible for any claims, damages or costs stemming from any delay of the Project.

2.5 Work to be Performed by the Prime Contract

2.5.1 Tasks constituting of at least fifty-one percent (51%) of the value of this contract must be performed directly by the prime contractor and shall not be sub-contracted to other firms.

2.5.2 The Contractor shall identify which tasks shall be self-performed.

ARTICLE III

CONTRACT TIME

3.1 Time and Liquidated Damages

3.1.1 The Contractor shall not proceed to furnish such services and the City shall not become obligated to pay for same until a written authorization to proceed (“Notice to Proceed”) has been sent to the Contractor from the City. The Contractor shall commence the Work no later than ten (10) days after the effective date of the Notice to Proceed and shall achieve Substantial Completion of the Work, as hereinafter defined, no later than one hundred twenty (120) Calendar Days, in accordance with the Contract Documents. The one hundred twenty (120) calendar days from the date on which the Work is permitted to proceed, through the date set forth for Substantial Completion, shall constitute the Contract Time. The Work shall be carried on expeditiously, it being understood, however, that this Agreement may be extended or continued in force by the parties hereto in writing as provided herein.

3.1.2 The Contractor shall pay the City the sum of $500.00 per day for each and every calendar day of unexcused delay in achieving Substantial Completion beyond the date set forth herein for Substantial Completion of the Work. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at or before the time of executing this Contract. When the City reasonably believes that Substantial Completion will be inexcusably delayed, the City shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by the City to be adequate to recover liquidated damages applicable to such delays. If and when the Contractor overcomes the delay in achieving Substantial Completion, or any part thereof, for which the City has withheld payment, the City shall promptly release to the Contractor those funds withheld, but no longer applicable, as liquidated damages.

3.2 Substantial Completion

3.2.1 Substantial Completion shall mean the stage of the work when Sandy Springs has determined all pay items are sufficiently complete allowing the newly constructed facilities to be used for their intended purpose. Partial use or occupancy of the Project shall not result in the Project being deemed substantially complete, and such partial use or occupancy shall not be evidence of Substantial Completion.

3.3 Time is of the Essence

3.3.1 All limitations of time set forth in the Contract Documents are of the essence of this Contract.

ARTICLE IV

CONTRACT PRICE

4.1 The Contract Price

4.1.1 The total contract amount for the Project (the “Contract Price”) shall be as set forth in the bid schedule (“Bid Schedule”) attached hereto as EXHIBIT B, BID SCHEDULE and incorporated herein. Payment to the Contractor pursuant to the Bid Schedule is full payment for the complete scope of services. The total contract amount shall be certified by the Bid Price Certification (“Bid Price Certification”) attached hereto as EXHIBIT C, BID PRICE CERTIFICATION and incorporated herein. Payment to the Contractor pursuant to the Bid Schedule is full payment for the complete scope of services. The Contract Price shall not be modified except by Change Order as provided in this Contract.

ARTICLE V

PAYMENT OF THE CONTRACT PRICE

5.1 Bid Schedule

5.1.1 The Contractor shall invoice and be paid pursuant to the Bid Schedule contained in the Contract Documents.

5.2 Payment Procedure

5.2.1 The City shall pay the Contract Price to the Contractor as provided below.

5.2.2 Based upon the Contractor’s invoices for payment submitted to the City, the City shall make progress payments to the Contractor on account of the Contract Price.

5.2.3 On or before the 5th day of each month after commencement of the Work, the Contractor shall submit an invoice for Work satisfactorily completed as evaluated by an inspector representing the City pursuant to the Bid Schedule. The invoice shall be in such form and manner, and with such supporting data and content, as the City may require. Therein, the Contractor may request payment for ninety percent (90%) of that portion of the Contract Price properly allocable to Contract requirements properly provided, labor, materials and equipment properly incorporated into the Work plus ninety percent (90%) of that portion of the Contract Price properly allocable to materials or equipment properly stored on-site (or elsewhere if approved in advance in writing by the City) for subsequent incorporation into the Work, less the total amount of previous payments received from the City. Payment for stored materials and equipment shall be conditioned upon the Contractor’s proof satisfactory to the City, that the City has title to such materials and equipment and shall include proof of required insurance. Such invoice shall be signed by the Contractor and shall constitute the Contractor’s representation that the Work has progressed to the level for which payment is requested in accordance with the Schedule of Work, that the Work has been properly installed or performed in full accordance with this Contract, and that the Contractor knows of no reason why payment should not be made as requested. Thereafter, the City will review the invoice and may also review the Work at the Project Site or elsewhere to determine whether the quantity and quality of the Work is as represented in the invoice and is as required by this Contract. The City shall make partial payments on account of the

Contract Price to the Contractor within thirty (30) days following receipt of each invoice. The amount of each partial payment shall be the amount approved for payment less such amounts, if any, otherwise owing by the Contractor to the City or which the City shall have the right to withhold as authorized by this Contract.

The City shall not be precluded from the exercise of any of its rights as set forth in Paragraph 5.3 herein below;

PROVIDED, HOWEVER, that when fifty (50) percent of the Contract value, including Change Orders and other additions to the Contract value, provided for by the Contract Documents is due, and the manner of completion of the Contract Work and its progress are reasonably satisfactory to the City, the City shall withhold no more retainage. At the discretion of the City, and with the approval of the Contractor, the retainage of any Subcontractor may be released separately as the Subcontractor completes its Work. If, however, after discontinuing the retention, the City determines that the Work is unsatisfactory or has fallen behind schedule, retention may be resumed at the previous level. If retention is resumed by the City, the Contractor and Subcontractors shall be entitled to resume withholding retainage accordingly. The rights of the City set forth herein to retainage are in addition to all of the other rights and remedies of the City set forth in this Agreement.

5.2.4 The Contractor warrants that upon submittal of an invoice, all Work for which payments have been received from the City shall be free and clear of liens, claims, security interest or other encumbrances in favor of the Contractor or any other person or entity whatsoever.

5.2.5 The Contractor shall promptly pay each Subcontractor out of the amount paid to the Contractor on account of such Subcontractor’s Work, the amount to which such Subcontractor is entitled. In the event the City becomes informed that the Contractor has not paid a Subcontractor as herein provided, the City shall have the right, but not the duty, to issue future checks in payment to the Contractor of amounts otherwise due hereunder naming the Contractor and such Subcontractor as joint payees. Such joint check procedure, if employed by the City, shall create no rights in favor of any person or entity beyond the right of the named payees to payment of the check and shall not be deemed to commit the City to repeat the procedure in the future.

5.2.6 No progress payment, nor any use or occupancy of the Project by the City, shall be interpreted to constitute an acceptance of any Work not in strict accordance with this Contract.

5.3 Withheld Payment

5.3.1 The City may decline to make payment, may withhold funds, and, if necessary, may demand the return of some or all of the amounts previously paid to the Contractor, to protect the City from loss because of:

(a) defective Work not remedied by the Contractor or, in the opinion of the City, unlikely to be remedied by the Contractor;

(b) claims of third parties against the City or the City’s property;

(c) failure by the Contractor to pay Subcontractors or others in a prompt and proper fashion;

(d) evidence that the balance of the Work cannot be completed in accordance with the Contract for the unpaid balance of the Contract Price;

(e) evidence that the Work will not be completed in the time required for substantial or final completion;

(f) persistent failure to carry out the Work in accordance with the Contract;

(g) damage to the City or a third party to whom the City is, or may be, liable.

In the event that the City makes written demand upon the Contractor for amounts previously paid by the City as contemplated in this Subparagraph 5.3.1, the Contractor shall promptly comply with such demand.

5.4 Punch List

5.4.1 When the Contractor believes that the Work is substantially complete, the Contractor shall so notify the City in writing. If the City deems the work is substantially complete, the City shall make a preliminary final inspection of the Project and shall submit to the Contractor a list of items to be completed or corrected (the “Punch List”). The Contractor shall complete all items on the Punch List within twenty-one (21) calendar days from the date of issuance of the Punch List by the City. If the Contractor is already in liquidated damages, as herein provided, prior to beginning the Punch List, then liquidated damages will be postponed for the twenty-one (21) calendar days. Once the twenty-one (21) calendar days expire, then liquidated damages will continue to accrue. In any case, once the twenty-one (21) calendar days expire after the Punch List is submitted to the Contractor, then liquidated damages will be assessed.

5.5 Completion and Final Payment

5.5.1 When all of the Work is finally complete and the Contractor is ready for a final inspection, the Contractor shall notify the City thereof in writing. Thereupon, the City will make final inspection of the Work and, if the Work is complete in full accordance with this Contract and this Contract has been fully performed, the Contractor is entitled to the remainder of the unpaid Contract Price as hereinafter provided in Subparagraph 5.5.3. Guarantees required by the Contract shall commence on the date of final completion of the Work.

5.5.1.1 If the Contractor fails to achieve final completion within the time fixed therefor by the City, the Contractor shall pay the City the sum of $ 500.00 per day for each and every calendar day of unexcused delay in achieving final completion beyond the date set forth herein for final completion of the Work. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at or before the time of executing this Contract. When the City reasonably believes that final completion will be delayed without excuse, the City shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by the City to be adequate to recover liquidated damages applicable to such delays. If and when the Contractor overcomes the delay in achieving final completion, or any part thereof, for which the City has withheld payment, the City shall promptly release to the Contractor those funds withheld, but no longer applicable, as liquidated damages.

5.5.2 The Contractor shall not be entitled to final payment unless and until it submits to the City all documents required by the Contract, including, but not limited to, its affidavit that all payrolls, invoices for materials and equipment, and other liabilities connected with the Work for which the City, or the City’s property might be responsible, have been fully paid or otherwise satisfied; releases and waivers of lien from all Subcontractors of the Contractor and of any and all other parties required by the City; consent of Surety, if any, to final payment. If any third party fails or refuses to provide a release of claim or waiver of lien as required by the City, the Contractor shall furnish a bond satisfactory to the City to discharge any such lien or indemnify the City from liability.

5.5.3 Upon a determination by an inspector representing the City that the Work is complete in full accordance with this Contract, the City shall pay the Contractor an amount sufficient to increase total payments to the Contractor to one hundred percent (100%) of the Contract Price less two hundred percent (200%) of the reasonable cost as determined by the City for completing all incomplete Work, correcting and bringing into conformance all defective and nonconforming Work, and handling all unsettled claims.

The City shall make final payment of all sums due the Contractor within thirty (30) days of final completion of the Project as determined by an inspector representing the City.

5.5.4 Acceptance of final payment shall constitute a waiver of all claims against the City by the Contractor except for those claims previously made in writing against the City by the Contractor, pending at the time of final payment, and identified in writing by the Contractor as unsettled at the time of its request for final payment.

ARTICLE VI

THE CITY

6.1 City Responsibility

6.1.1 Excluding permits and fees normally the responsibility of the Contractor, the City shall obtain all approvals, easements, and the like required for construction and shall pay for necessary assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

6.2…