ITB 24_022 Green Infrastructure Maintenance.pdf

INVITATION TO BID 24-022

GREEN STORMWATER INFRASTRUCTURE MAINTANCE

BID DUE DATE March 5, 2024, 2:00 PM EST

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NON-MANDATORY PRE-BID CONFERENCE February 8, 2024, 03:00 PM EST

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QUESTIONS DUE February 16, 2024, 5:00 P.M. EST Bids shall only be accepted online through the Bonfire Portal at:

https://sandysprings.bonfirehub.com/projects/118979/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, Ericka Kelly, purchasing@sandyspringsga.gov.

2. All questions or requests for clarification must be sent via Bonfire under Message - Vendor Discussion: https://sandysprings.bonfirehub.com/projects/118979/details Questions are due no later than February 16, 2024; 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/5773450328?pwd=S0o0RkczSmRsWkowMTJpcnJPWHhWQT09&omn=98818554581 https://zoom.us/j/5773450328?pwd=S0o0RkczSmRsWkowMTJpcnJPWHhWQT09&omn=93454716898 https://sandysprings.bonfirehub.com/projects/118979/details mailto:purchasing@sandyspringsga.gov https://sandysprings.bonfirehub.com/projects/118979/details solicitation will be posted on Bonfire website at:

https://sandysprings.bonfirehub.com/projects/118979/details 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 (“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 If an Offeror believes certain contract provisions are out of date, not applicable or place an undue burden or cost on the Offeror or the City, the Offeror must address these concerns in writing during the question and answer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 Ericka

Kelly, 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:

https://sandysprings.bonfirehub.com/projects/118979/details

Ericka Kelly, Procurement Agent

City of Sandy Springs

1 Galambos Way

Sandy Springs, Georgia 30328

Email: purchasing@sandyspringsga.gov

6. While the City has every intention to make an award as a result of this solicitation, issuance of the ITB in no way constitutes a commitment by the City to award and execute a contract. Upon a determination such actions would be in its best interest, the City, in its sole discretion, reserves the right to:

a. Cancel or terminate this ITB at any time. A notice of cancellation will be issued. If the 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 ITB which would not have significant impact on any

Proposal;

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

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

mailto:purchasing@sandyspringsga.gov

DEFINITIONS

SSRPD: Sandy Springs Recreation & Parks 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 WORK

Green Stormwater Infrastructure (GSI) Maintenance Scope of Work

General Provisions:

The City of Sandy Springs is committed to using best practices for stormwater management, including the use of green stormwater infrastructure (“GSI”). This call for bids seeks a Contractor or team of

Contractors (“Contractor”) able to provide specialty maintenance for publicly-owned GSI.

At this time there are eleven (11) GSI Practices (see GSI Practices Inventory locations in Exhibit A), and the City anticipates increasing its portfolio steadily in years to come. The City expects to build three more GSI practices in conjunction with construction of new City facilities over the next two years.

The majority of the GSI practices are bioretention and permeable pavers. Construction documents or as-built survey of each practice will be provided to the selected Contractor.

1. Qualifications The preferred Contractor has experience evaluating the proper functioning of GSI practices and conducting basic troubleshooting when malfunction is observed.

A. GSI Maintenance

• At least half of the crew working (minimum of 2 crew members) on each site shall have received proper training in GSI maintenance and operation. Training may be acquired through Southface Institute, National Green Infrastructure Certification Program/Enviro-Cert or equivalent.

B. Horticulture

• Knowledge of plant species native to the Georgia Piedmont, common weeds, pests and diseases, and integrated pest management (IPM) principles is required.

• The Contractor shall hold a valid Category 26, Aquatic Pest Control and Category 27, Right-of- Way Pest Control Pesticide Applicator License with the Georgia Department of Agriculture.

• The Contractor shall provide an ISA-certified arborist on site when tree work is conducted.

C. Safety

• The Contractor shall adhere to all current State and Federal construction Manual of Uniform Traffic Control Devices (MUTCD) and GDOT technical standards and specifications for roads, sidewalks, right of ways, or minor construction, including, but not limited to, street traffic, pedestrian traffic, traffic control devices, and work zone safety where applicable.

• The Contractor shall comply with Occupational Safety and Health Administration (OSHA) 29 CFR 1910 safety standards.

2. Scope of Work

A. Evaluations & Routine Maintenance Activities The Contractor shall provide routine evaluations and maintenance of all GSI practices owned by the City, on monthly, quarterly and semiannual cycles. The tasks may include, but are not limited to litter removal, sediment removal, plant replacement, manual weed control, shrub and tree pruning, mulch application and pipe jet-rodding.

The contractor shall provide a minimum of two crewmembers, and shall be responsible for dispatching additional crewmembers for large and/or complex tasks.

Routine evaluations and maintenance shall be conducted monthly, quarterly (every three (3) months) and semiannually (every six (6) months), and annually (1 year). Detailed sample evaluation and maintenance activity forms are included in the GI Inventory. The following summary information is provided as guidance only. In case of conflict, Appendix A shall supersede.

a) Vegetated Practices Include bioretention facilities, rain gardens, and conveyance systems Monthly Evaluation & Maintenance Activities

• Remove all trash, debris and fallen branches

• Confirm plant health and absence of pests or diseases o Treat pests and diseases if present o Remove and report dead plant material

• Prune excessive growth, dead or damaged limbs

• Remove, hand-prune to the ground or spot burn weeds

• Remove sediment build-up in pre-treatment area

• Confirm absence of long-standing water (>48h after rain)

• Confirm stability of surroundings: no erosion near the practice

Quarterly Evaluations & Maintenance Activities

• Maintain shredded, natural, no float mulch at 3-4” depth

Annual Evaluations & Maintenance Activities

• Conduct infiltration test necessary, following the Porchet Method, or equivalent infiltration testing method accepted by the City Engineer.

b) Permeable Paving

Permeable paving includes permeable pavers and porous concrete

Monthly Evaluation & Maintenance Activities

• Remove all trash and debris

• Remove, hand-prune to the ground or spot-burn weeds

• Confirm absence of ponding water (>1h after rain)

• Confirm stability of surroundings: no erosion near the practice

Quarterly Evaluations & Maintenance Activities

• Inspect for cracks or degradation

• Replenish joint aggregate as necessary

• Confirm surface is overall level

Annual Evaluations & Maintenance Activities

• Vacuum-sweep or equivalent as necessary

• Conduct infiltration test, following ASTM 1701 Standard Test Method for Infiltration Rate of In-

Place Pervious Pavement or ASTM-C1781 Standard Test Method for Surface Infiltration Rate of

Permeable Unit Pavement Systems

c) Other Practices

Absent of instructions in this document or the GI Inventory, the contractor shall consult Appendix E

“Operations & Maintenance Guidance Document” of the Georgia Stormwater Management Manual, Volume 2: Technical Handbook, and confirm with the City that the selected method is appropriate.

d) Refuse Management

All trash and vegetative debris must be removed from the site and hauled to the appropriate disposal facility.

B. Reporting

• Regular evaluation reports shall be submitted to the City’s Representative within five (5) working days of the inspection.

• Photographs documenting major issues and corrective measures, and test results must be submitted.

• Sample forms are provided in GSI Inventory in Exhibit A

C. Corrective Measures

a) General

• The Contractor is expected to apply appropriate corrective measures for minor issues within twenty-four (24) hours of discovering the issue.

• Minor issues that cannot be corrected within this timeframe and major issues shall be reported to the City’s Representative within twenty-four (24) hours of discovering the issue.

• Minor issues include but are not limited to small areas of erosion that can be stabilized with materials on site, proliferation of weeds, and clogged inlets.

• Major issues typically cannot be corrected with tools customarily brought on site for routine maintenance or would require several hours of corrective work. They include, but are not limited to, heavy sediment accumulation, broken pipes, and soil compaction.

The Contractor will submit a Correction Plan to the City for major issues. Depending on scope, the City may prepare a separate solicitation or amend the contract.

b) Vegetation Maintenance

• The Contractor is expected to follow the integrated pest management (IPM) guidelines included in Section 1-N. Sustainable Landscape Practices of the City of Sandy Springs Technical Manual.

Deviations from the guidelines shall be approved by the City’s Representative.

• Shrub and tree pruning shall be done by hand, to enhance the natural growth and shape of the plants.

• Maintain plantings per construction documents (substitutions to be approve by the Recreation and Parks Landscape Manager), remove and replace dead plant material.

• Replenish mulch to maintain 2-3” of the natural non-floatable organic mulch, preferably shredded hardwood. Care shall be taken not to smother plants when installing mulch.

• Every effort shall be taken to avoid soil compaction within practices and within the critical root zone of trees. Heavy equipment is prohibited from entering infiltration practices that are not designed to sustain vehicular traffic.

• The Contractor shall follow horticultural standards provided in the American National Standard

Institute (ANSI) 300, Z60.1 for workmanship and materials used.

c) Major Issues

• Should issues beyond regular maintenance need arise as identified during the evaluation, the

Contractor shall promptly report the issue to the City and propose corrective measures. These issues usually cannot be corrected with tools customarily brought on site for routine maintenance or require several hours of corrective work beyond routine maintenance. They include but are not limited to heavy sediment accumulation, broken pipes, and soil compaction within the practice.

• The City will determine the appropriate course of action to correct the major issues, such as preparing a separate solicitation or amend the contract.

3. Bid Schedule A. First-Year Maintenance Preliminary inspections conducted by City Staff revealed an immediate need to remove sediments from paved surfaces via vacuum-sweep truck or equivalent as necessary at Abernathy Greenway North, Hammond Park, Lost Corner Preserve Overlook Park, Windsor Meadows Park and from forebays at Marsh Creek Rain Garden, Overlook Park and Windsor Parkway at Jolyn Place. These issues should be remediated within the first year of the contract. A fee for the priority items for the first year shall be presented. The services shall include sediment removal, with an option to replenish the aggregate if found necessary

B. Routine Evaluations and Maintenance Activities The Cost Proposal shall include a fee for a full calendar year of routine maintenance, and a fee schedule for on-call corrective measures. The cost schedule shall be broken down by area as listed in the GSI Inventory in Exhibit A. Pricing shall be inclusive off all labor, materials and equipment. Pricing for future GSI Practices public areas will be quoted on a as needed basis. Please be sure that the monthly amounts for each location includes the services that are to be performed on a monthly, quarterly, semi-annual, and annual needs for each location based on the routine maintenance forms.

City Work Hours

Regular working hours are Monday to Friday, 8:00 AM to 5:00 PM. Work on all Collector, Arterial, and Minor Arterial streets shall be restricted to Monday to Friday between 9:00 AM to 3:00 PM. No work shall be conducted on weekends or on a City Holiday. Any work requested for outside the regular working hours must first be approved in writing by the City Project Manager. As required in the Contract, the Contractor shall provide to the City on a weekly basis a Schedule of Work to be performed for the next two (2) weeks.

Holiday Schedule:

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

• New Year’s Day

• Martin Luther King, Jr.’s Birthday

• Presidents Day

• Memorial Day

• Independence Day

• Labor Day

• Columbus Day

• Thanksgiving Day

• Day After Thanksgiving Day

• Christmas Day

Performance

All contractors should follow the Manual on Uniform Traffic Control Devices (MUTCD) Guidelines

The City may acquire other additional services from the vendor; however, no charges shall be authorized without written authorization from the City prior to such cost being incurred.

Project Management

1. Scheduling: The Contractor shall submit a master schedule of work to be performed two (2) weeks in advance of starting. All scheduled work shall be started within seven (7) calendar days and performed within thirty (30) calendar days, once the City has given the notice to proceed for the specific pavement marking project. The Contractor shall notify the City two business days prior to work commencing.

2. A 24-hour contact shall be provided to the City of Sandy Springs Recreation & Parks Department for all issues and for any safety, signage, or any other emergency as needed.

3. The Contractor shall have all vehicles marked with their company name.

4. The City of Sandy Springs will not provide restroom facilities for this contract.

5. The Contractor’s performance will be measured based on the following:

• Compliance with the Scope of Work and Specifications

• Cleanliness of the worksite

• Meeting agreed upon schedule dates

• Submission of all deliverables as specified

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 On Call Pricing Sheet Bid Price Certification

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

ISA Arborist Certification 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 Signed Contract

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 #24-022 – GREEN STORMWATER INFRASTRUCTURE MAINTANCE

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

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

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

Locations Work Needed

Monthly Annual (Monthly x12)

1 Abernathy North Greenway A $ $

2 Allen Road Park C $ $

3 Crooked Creek Park A $ $

4 Hammond Park A,C $ $

5 Lost Corner Preserve A $ $

6 Marsh Creek Rain Garden Park A,C,D $ $

7 Overlook Park at Morgan Falls B,C $ $

8 Plaza at City Green A $ $

9 Roberts Drive at Sunnybrook Farm Rd Enhanced Swale C $ $

10 Windsor Meadows Park B $ $

11 Windsor Parkway at Jolyn Place C $ $

Grand Total $

Permeable Pavers (A) Porous Concrete (B) Bioretention Facilities, Including Conveyance Systems and Swales (C) Wet Pond (D)

Please be sure that the monthly amounts for each location include the services that are to be performed on a monthly, quarterly, semi-annual, and annual needs for each location based on the routine maintenance forms.

For each location, there is a corresponding letter(s) that applies to each maintenance form. First year maintenance should include sediment removal.

Aggregate Replenishment The City may request a quote for this need for the GSI practices. No charges shall be authorized without written authorization from the City prior to such cost being incurred.

Natural Non-Float Mulch The City may a request a quote for non-float mulch by the cubic yard including the installation. No charges shall be authorized without written authorization from the City prior to such cost being incurred.

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 providing GSI practices and

WHEREAS, Sandy Springs has a need to acquire the needs 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 the date of execution. The term of this Contract shall be for five (5) performance years, with one (1) base year and four (4) one-year renewal options , contingent upon annual appropriations of funds by the City of Sandy Springs City Council. The Contract shall terminate at the close of each calendar year, but will automatically renew absent any positive action by the City.

5. Termination.

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

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

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

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

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

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

6. Termination of Services and Return of Property.

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

7. Standard of Performance and Compliance with Applicable Laws.

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

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

The Contractor shall comply with and shall require its Subcontractors to comply with the regulations for compliance with Title VI of the Civil Rights Act of 1964, as amended, and 23 CFR 200, as stated in the Notice to

Contractors - Compliance with Title VI of the Civil Rights Act of 1964, attached hereto as Exhibit H and incorporated herein.

8. Conflicts of Interest.

Contractor warrants and represents that:

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

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

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

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

9. Proprietary Information; Non-Solicitation.

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

10. Insurance and Indemnification.

Contractor shall indemnify the City, its officers, agents, servants and employees from and against any and all liability for damages, losses, or expenses to the extent caused by or resulting from the negligence, recklessness, or intentionally wrongful conduct of the Contractor or other persons employed or utilized by the Contractor in the performance of the Contract. Insurance requirements are attached hereto as Exhibit H 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.

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 Bid Schedule

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 A

SCOPE OF SERVICES AND/OR CONTRACTOR PROPOSAL

EXHIBIT B

BID SCHEDULE

EXHIBIT C

CERTIFICATION OF CONTRACTOR

GEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT

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

_____________________________________________, (“Contractor”), whose address is

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

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

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

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

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

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

and

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

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

Contractor has:

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

____ 100-499 employees [Contractor must register with the Employment Eligibility

Verification/Basic Pilot Program and begin work eligibility verification by July 1, 2008]; or http://www.dol.state.ga.us/ https://www.vis-dhs.com/EmployerRegistration

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

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

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

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

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

CONTRACTOR:

Date: ________________________ Signature: __________________________________________

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

EXHIBIT D

CERTIFICATION OF SPONSOR

DRUG-FREE WORKPLACE

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

_______________________________________________, (“Contractor”), whose address is

________________,…