ITB 24_018.pdf

INVITATION TO BID 24-018

Sandy Springs Safe Streets and Roads for All Safety Plan Action Plan Traffic Counts

BID DUE DATE October 13, 2023, 2:00 PM EST

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NON-MANDATORY PRE-BID CONFERENCE September 25, 2023, 11:00 AM EST

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QUESTIONS DUE October 3, 2023, 5:00 P.M. EST

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

https://sandysprings.bonfirehub.com/projects/105633

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: https://sandysprings.bonfirehub.com/projects/view/105633 Questions are due no later than October 3, 2023; 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 https://zoom.us/j/8146434147?pwd=enE0QWhqUVJQYlJvdlVRZjdtQmorQT09 https://zoom.us/j/8146434147?pwd=enE0QWhqUVJQYlJvdlVRZjdtQmorQT09 mailto:purchasing@sandyspringsga.gov solicitation will be posted on Bonfire website at:

https://sandysprings.bonfirehub.com/projects/view/105633 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 selected contractor is included for your review. Contractors interested in submitting Proposals (“Offerors”) are urged to read this Model Contract carefully, including exhibits, prior to submitting a Proposal. 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 If an Offeror believes certain contract provisions are out of date, not applicable or place an undue burden or cost on the Offeror or the City, the Offeror must address these concerns in writing during the question and answer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 contractor is unwilling to execute the Model Contract, whether modified by addendum or not, a Proposal 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

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, Purchasing Manager

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 ITB 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.

mailto:purchasing@sandyspringsga.gov

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

SCOPE OF SERVICES

Sandy Springs Safe Streets and Roads for All Safety Action Plan Traffic Counts Scope (T-2406)

The City of Sandy Springs is undertaking a Safety Action Plan that complies with the City’s USDOT Safe Streets and Roads for All (SS4A) grant. The City is seeking traffic count quotes from traffic counting firms.

The City seeks to normalize crash data by traffic volume. The Traffic Counting Firm will provide traffic count quotes for 580 locations on each leg of the high injury network and high crash location intersections. These counts will involve the placement of 694 road tubes, because some of the locations are divided by a raised median. Counts are needed of vehicles travelling in both directions of each location for 48 hours of a typical weekday.

Most of these traffic counts will be on each leg of intersections comprising the high injury network of fatal and serious injury crashes for the years 2017-2021. A few of these counts will be midblock high crash locations.

There are several hundred counts, so the City reserves the right to hire more than one traffic counting firm to perform the counts to save time in completing the work. Count locations have been divided up by City Council Districts. The City is seeking traffic count quotes for each of the six (6) City Council

Districts and a total for all six Districts citywide.

Deliverables:

• 580 daily bidirectional traffic counts placing 694 road tubes for 48 hours each. Each count shall be provided in an excel file format and a pdf file format.

If the traffic counting firms is certified as a Disadvantaged Business Enterprise (DBE) by Georgia DOT, please provide the current certificate.

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 Bid Schedule Bid Price Certification

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

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 #24-018 – Sandy Springs Safe Streets and Roads for All Safety Action Plan Traffic Counts

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 American National Standards Institute (ANSI) standards 300 and Z60.1

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 contracted services.

The Bidder will be required to sign a “Notice of Intent” (NOI) as the “operator” prior to beginning landscaping services. The Bidder shall be responsible for installing and maintaining the “Best Management Practices” (BMP’s) throughout the term of the project. Upon completion and prior to final payment the Bidder will be required to sign a “Notice of Termination (NOT) upon final approval by COSS.

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/or 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_

REQUEST FOR REFERENCES

ITB #24-018 – Sandy Springs Safe Streets and Roads for All Safety Action Plan Traffic Counts

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

ITB #24-018–Sandy Springs Safe Streets and Roads for All Safety Action Plan Traffic Counts

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: ________________________________________

Fee Schedule

All expenses and cost direct or indirect shall be included within the Fee Schedule.

Please see an attached map and excel spreadsheet of count locations.

City Council District

Daily Volume Count Locations

Number of Road Tubes

Unit Cost

Total

Calendar Days

1 84 87

2 42 45

3 171 223

4 58 74

5 107 147

6 118 118

Grand Total 580 694

When performing the work, the Traffic Counting Firm shall save the count data using searchable file names, rather than file numbers, such as:

▪ Abernathy Rd Eo (East of) Roswell Rd WB (Westbound)

▪ Abernathy Rd Eo (East of) Roswell Rd EB (Westbound)

▪ Abernathy Rd Wo (West of) Roswell Rd EB (Eastbound)

▪ Abernathy Rd Wo (West of) Roswell Rd WB (Westbound)

▪ Roswell Rd No (North of) Abernathy Rd SB (Southbound)

▪ Roswell Rd No (North of) Abernathy Rd NB (Northbound)

▪ Roswell Rd So (South of) Abernathy Rd SB (Northbound)

▪ Roswell Rd So (South of) Abernathy Rd NB (Northbound)

Please give an indication of how many calendar days will be required to perform the counts in each District.

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 _____________________________________________; and

WHEREAS, Sandy Springs has a need to acquire the __________________ services 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 its execution and shall terminate upon completion of the work stated in Exhibit A, Scope of Services and/or Contractor Proposal or one (1) year from the execution date, whichever is the earliest to occur. The term of the shall be contingent upon annual appropriations of funds by the

City of Sandy Springs City Council.

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.

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 Exhibit H, Notice To Contractors - Compliance With Title VI Of The Civil Rights Act Of of 1964, attached hereto 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 this Agreement. Insurance requirements are attached hereto as Exhibit G and incorporated herein by this reference.

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 A

SCOPE OF SERVICES AND/OR CONTRACTOR PROPOSAL

EXHIBIT B

COST PROPOSAL

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

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

_______________________________________________, (“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 that the subcontractor’s employees are provided a drug-free workplace. Contractor shall secure from that subcontractor the following written certification: “As part of the subcontracting agreement with Contractor, ________________________________ certifies to Contractor that a drug-free workplace will be provided for the Subcontractor’s employees during the performance of this Agreement pursuant to paragraph (7) of subsection (b) of the Official Code of Georgia Annotated, Section 50-24-3”; and

(4) The undersigned will not engage in unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana during the performance of the Agreement.

CONTRACTOR:

Signature

Name: ________________________________________________

Title: ________________________________________________

EXHIBIT E

AFFIDAVIT VERIFYING STATUS

FOR CITY PUBLIC BENEFIT APPLICATION

By executing this affidavit under oath, as an applicant for a City of Sandy Springs, Georgia Business License or

Occupation Tax Certificate, Alcohol License, Taxi Permit, execution of contract or other public benefit as referenced in O.C.G.A. § 50-36-1, I am stating the following with respect to my application for a City of

Sandy Springs license/permit and/or contract for ________________________ [Name of natural person applying on behalf of individual, business, corporation, partnership, or other private entity]:

1. ___________ I am a United States citizen

OR

2. __________ I am a legal permanent resident 18 years of age or older or I am an otherwise qualified alien or non-immigrant under the Federal Immigration and Nationality Act 18 years of age or older and lawfully present in the United States.*

In making the above representation under oath, I understand that any person who knowingly and willfully makes a false, fictitious, or fraudulent statement or representation in an affidavit shall be guilty of a violation of O.C.G.A. §16-10-20.

Signature of Applicant:_______________________________________ Date_____________________

Printed Name:____________________________________________________________________

*Alien Registration number for non-citizens: _______________________________________________

**PLEASE INCLUDE A COPY OF YOUR PERMANENT RESIDENT CARD, EMPLOYMENT AUTHORIZATION, GREEN CARD, OR PASSPORT WITH A COPY OF YOUR DRIVER’S LICENSE IF YOU ARE A LEGAL PERMANENT

RESIDENT (#2).

Subscribed and Sworn Before Me, this the __________ day of ____________________________, 20__.

Notary Public: _______________________________________________________________________

My Commission Expires: _________________________________

*Note: O.C.G.A. § 50-36-1(e)(2) requires that aliens under the Federal Immigration and Nationality Act, Title

8 U.S.C., as amended, provide their alien registration number. Because legal permanent residents are included in the Federal definition of “alien”, legal permanent residents must also provide their alien registration number. Qualified aliens that do not have an alien registration number may supply another identifying number below:

EXHIBIT F

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 ___________________, 20___.

NOTARY PUBLIC

My Commission Expires: ___________________________________

EXHIBIT G

INSURANCE REQUIREMENTS

Within ten (10) days of Notice of Award, and at all times that this Agreement is in force, Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the

State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City covering:

1. Workers’ Compensation and Employer’s Liability Insurance. Workers’ Compensation Insurance in compliance with the applicable Workers’ Compensation Act(s) of the state(s) wherein the work is to be performed or where jurisdiction could apply in amounts required by statutes. Employer’s Liability Insurance, with limits of liability of not less than $1,000,000 per accident for bodily injury or disease.

2. Commercial General Liability Insurance, including contractual liability insurance, product and completed operations, personal and advertising injury, and any other type of liability for which this Contract applies with limits of liability of not less than $1,000,000 each occurrence / $2,000,000 policy aggregate for personal injury, bodily injury, and property damage. Commercial General Liability Insurance shall be written on an “occurrence” form.

3. Automobile Liability Insurance with limits of liability of not less than $1,000,000 per accident for bodily injury and property damage if automobiles are to be used in the delivery of or in the completion of services and work or driven onto the City’s property. Insurance shall include all owned, non-owned and hired vehicle liability.

4. Umbrella Insurance with limits of liability excess of Employer’s Liability Insurance, Commercial

General Liability Insurance and Automobile Liability Insurance in the amount of not less than $3,000,000.

5. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions

(if project involves environmental hazards) with limits not less than $1,000,000 per occurrence or claim, and

$2,000,000 policy aggregate.

6. Professional (Errors and Omissions) Insurance for Professional Services and for all Design/Build

Projects with limits of liability of not less than $3,000,000 per occurrence or claim / $3,000,000 policy aggregate. Such policy shall also include coverage for losses arising from the breach of information security or cyber liability (including Errors & Omissions, Security and Privacy Liability and Media Liability), whether combined with the Professional Liability policy or placed as a separate policy, but carrying the same limits of liability. Such coverage shall insure damage, injury and loss caused by error, omission or negligent acts, including all prior acts without limitation, related to the professional services to be provided under this

Contract. The policy shall be amended to include independent contractors providing professional services on behalf of or at the direction of the Contractor. The definition of Contractual Liability shall be amended to state that liability under a contract of professional services is covered. Further, coverage shall be afforded for fraudulent acts, misappropriation of trade secrets, internet professional services, computer attacks, personal injury, regulatory actions, wrongful acts, contractual liability, privacy policy, and insured versus insured. The Contractor shall ensure that coverage under this policy continues for a period of thirty-six (36) months after completion of services.

7. Fidelity Bond (Employee Dishonesty) in the sum of not less than $50,000. All such insurance shall remain in effect until final payment is made and the Project is accepted by the City. If the Contractor receives notice of non-renewal or material adverse change of any of the required coverages, the Contractor shall promptly advise the City in writing. Failure of the Contractor to promptly notify the City on non-renewal or material adverse change of any of the required coverages terminates the Agreement as of the date that the Contractor should have given notification to the City. The insurance policies shall contain or be endorsed to contain, the following provisions:

a. A provision that coverage afforded under such policies shall not expire, be canceled or altered without at least thirty (30) days prior written notice to the City.

b. Workers’ Compensation and Employer’s Liability and Property insurance policies shall contain a waiver of subrogation in favor of the City and the City’s boards, officials, directors, officers, employees, representatives, agents, and volunteers.

c. Commercial General Liability, Automobile Liability Contractors’

Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) insurance policies shall include an endorsement making the City and the City’s boards, officials, directors, officers, employees, representatives, agents, and volunteers Additional Insureds under such policies.

A copy of these endorsements shall be provided to the City.

Certificates of Insurance showing that such coverage is in force shall be filed under this Contract by the

Contractor to the City.

The obligations for the Contractor to procure and maintain…