ITB 26_005 Addendum_1 Proposer Questions and .pdf

Addendum #1

City of Doraville Comprehensive Tourism Branding, Marketing & Strategic Communications Services RFP

Solicitation #26-005

Consolidated Proposer Questions

1. Budget and Financial Parameters

1. Project Budget: Has the City established an anticipated budget, budget range, or not-to-exceed amount for the initial engagement? If so, will that information be shared with proposers?

The budget for this initiative is funded through hotel/motel tax revenues collected annually from lodging establishments. The anticipated budget for the initial engagement is $50,000 to $100,000.

2. Tourism Marketing Budget: In addition to the consultant-services budget, is there an anticipated annual tourism marketing, advertising, media, production, website, event, or implementation budget that proposers should use to develop the Strategic Marketing Plan?

The budget for this initiative is funded through hotel/motel tax revenues collected from lodging establishments. Future-year annual marketing funding is currently estimated to range from $50,000 to $60,000.

3. Future Implementation: Should proposers assume that the initial project budget includes ongoing campaign implementation, media placement, content production, social media management, public relations, or other post-project services, or should those services be proposed separately or as optional services?

Ongoing campaign implementation, media placement, content production, social media management, public relations, and other post-project services may be proposed separately or included as optional services.

4. Cost Structure: Should proposers provide a single all-inclusive project fee, pricing by phase/deliverable, or another pricing structure? Should third-party expenses and production costs be included in the proposed fee or identified separately?

The City desires an overall transparent pricing strategy. Pricing may be provided by phase or deliverable and should be structured so that optional services can be selected based on CVB priorities and available budget.

5. Travel Expenses: Should anticipated travel, lodging, and other ordinary project-related expenses be included in the proposed fee or identified separately as reimbursable expenses?

Anticipated travel, lodging, and other ordinary project-related expenses may be identified separately as reimbursable expenses.

2. Scope and Deliverables

6. Overall Scope: Will the City consider proposals that address only portions of the Scope of Services, or should each proposal address the full scope? If modified approaches or exclusions are permitted, how should they be identified?

This tourism and marketing strategy development initiative is new for the City, and proposers are expected to address the full scope of services. Any modified approaches or exclusions should be clearly identified in the proposal.

7. Campaign Applications: For the applications identified in Section 4.3, does the City expect fully developed, production-ready assets, or representative concepts, templates, and creative direction that could be developed or produced later?

Representative concepts, templates, and creative direction that may be developed or produced at a later stage are acceptable.

8. Wayfinding: Is the wayfinding component limited to conceptual design and recommendations, or should proposers include physical signage design, fabrication, installation, and related costs?

Conceptual design and recommendations are acceptable in lieu of physical signage design, fabrication, installation, and related costs. Any proposed approach should be clearly specified in the proposal.

9. Promotional Materials: Should promotional items and materials be physical, digital, or both? If production is anticipated, should proposers include production costs and quantities in their proposals?

Digital promotional materials are acceptable. If proposers recommend physical materials, production costs and quantities should be clearly identified in the proposal.

10. Public Relations and Communications: Does the scope include public relations, earned media, influencer/trade engagement, or other strategic communications activities beyond the specific marketing and branding deliverables identified in the RFP?

The scope is limited to the specific marketing and branding deliverables identified in the

RFP.

3. Website and Digital

11. Website Development: Does "website/digital implementation" include the design and development of a new or redesigned tourism website, CMS implementation, itinerary tools, or significant website modifications, or is the requirement limited to strategy, standards, recommendations, and representative concepts?

Strategy, standards, recommendations, and representative concepts are the primary concern. The design and development of a new or redesigned tourism website, CMS implementation, itinerary tools, or significant website modifications can be included separately.

12. Existing Digital Platforms: Does the City currently operate a tourism website, dedicated domain, social media channels, email/newsletter platform, or other tourism-related digital properties that the selected consultant should evaluate, retain, redesign, or build upon?

Tourism branding is a new initiative for the City. The City currently operates an official website and maintains Facebook and Instagram accounts.

13. Digital Assets: Are there existing digital properties, analytics, StoryMaps, itinerary tools, or other digital assets that should be incorporated into the selected consultant's recommendations?

There are currently no existing digital properties, analytics, StoryMaps, itinerary tools, or other tourism-specific digital assets that the selected consultant is expected to incorporate into its recommendations.

4. Research, Data and Existing Resources

14. Existing Research and Data: What existing tourism research, visitor data, hotel/lodging information, economic-impact studies, audience research, brand studies, marketing plans, or other relevant research will be made available to the selected consultant?

This is a new initiative for the City. Tourism research, visitor data, hotel/lodging information, economic-impact studies, audience research, brand studies, marketing plans, and other relevant research are expected to be developed or performed by the selected proposer as appropriate to the proposed approach.

15. Digital and Performance Data: Does the City have existing website, social media, email, visitation, hotel occupancy, visitor-origin, event attendance, mobile-location, or other tourism performance data that can be used to establish baselines and KPIs?

The City has limited tourism performance data with which to establish baselines and KPIs.

16. Existing Marketing Materials: What existing brand guidelines, logos, photography, video, creative assets, marketing materials, campaigns, or other resources will be made available to proposers or the selected consultant?

The consultant will have access to the City’s existing standard brand guidelines, official logo, existing photography, video, creative assets, marketing materials, campaigns, and other resources. Access to these items will be coordinated with our communications department.

17. Access to Visitors and Research Participants: Does the City or CVB have existing databases, event-attendee lists, hotel/attraction/business relationships, email lists, social media channels, or other resources that can assist with recruiting residents, visitors, stakeholders, or survey participants?

The City has a listing of registered businesses in the City, City sponsored events and social media channels that can assist with recruiting residents, visitors, stakeholders, or survey participants.

5. Community and Stakeholder Engagement

18. Level of Engagement: Approximately how many stakeholder interviews, focus groups, workshops, public meetings, community sessions, and/or surveys should proposers anticipate?

The city does not have an approximate number of stakeholder interviews, focus groups, workshops, public meetings, community sessions, and/or surveys should proposers anticipate. The expectation is for the proposer to determine the level of engagement needed to meet the project objectives.

19. Community Immersion: Does the City have a minimum or expected number of in-person community-immersion days or site visits that proposers should include in their pricing?

The City does not have a minimum or expected number of in-person community-immersion days or site visits that proposers should include in their pricing. The expectation is for the proposer to determine the level of activity necessary to result in a clear enough understanding of the city to propose an effective marketing strategy.

20. Stakeholder Coordination: Will the City/CVB facilitate introductions, scheduling, meeting locations, and coordination with key stakeholders, or should proposers assume responsibility for independently arranging stakeholder participation?

The city expected to be an active and helpful partner in the development of this marketing strategy and is willing to use existing resources to coordinate facilitate introductions, scheduling, meeting locations, and coordination with key stakeholders.

Proposers should clearly identify what is desired from the city in this regard.

21. Survey Distribution: If a resident or visitor survey is proposed, what City/CVB communication channels are available to assist with survey distribution and participant recruitment?

Existing channels currently used by the city include the official website, Facebook, Instagram and TikTok. The city also uses a mass texting service. The city will work with the selected consultant with survey distribution and participant recruitment.

22. Research Methodology: Is the City expecting statistically representative resident/community research, or may proposers recommend a targeted qualitative research and engagement methodology based on their proposed approach?

Any recommended strategies will be considered and should be clearly identified in the proposal.

23. Languages and Accessibility: Are there specific language, accessibility, interpretation, translation, or culturally responsive engagement requirements that proposers should incorporate into their research and stakeholder-engagement approach?

Doraville has a diverse population and the proposed and executed marketing strategy should appropriately incorporate the culture and diversity of the community.

6. Tourism Positioning and Brand Development

24. Tourism Brand Architecture: Does the City envision the tourism identity as a standalone destination brand, a sub-brand or endorsed brand of the City, or an identity closely tied to the existing City brand? Is the City open to recommendations regarding the appropriate brand architecture?

This is a new initiative and the city is open to recommendations regarding the appropriate brand architecture.

25. Existing City Logo: Should proposers assume the existing City logo will remain unchanged, or is the City open to recommendations for modifying, refreshing, or adapting the existing logo if supported by the research?

The City does not currently anticipate changing its existing logo. However, recommendations to modify, refresh, or adapt the existing logo may be considered if supported by the research and proposed brand strategy.

26. Existing Taglines and Brand Assets: Are there existing tourism or City taglines, slogans, campaign identities, brand platforms, or related identity systems that the selected consultant should retain, evolve, or consider?

There are currently no existing tourism or City taglines, slogans, campaign identities, brand platforms, or related identity systems in use.

27. "Discover Doraville": Is "Discover Doraville" an established name or identity for the CVB/tourism program, or is the destination name, tagline, and overall brand architecture open for recommendation through this engagement?

“Discover Doraville” is not an established name or identity for the CVB or the City's tourism program. The City is open to recommendations regarding the destination name, tagline, and overall brand architecture as part of this engagement.

28. Priority Tourism Assets: Are there specific tourism assets, districts, events, cultural communities, businesses, developments, attractions, or initiatives that the City considers particularly important to the tourism brand and marketing strategy?

The Buford Highway Corridor and diverse array of restaurant establishments are currently considered to be tourism assets. The city is also in the process of a downtown redevelopment project containing a city center and entertainment district.

29. Target Audiences and Markets: Does the City have established priority visitor segments or geographic markets that should guide the research and marketing strategy, or should the selected consultant recommend priority audiences and markets?

The expectation is for the selected consultant to recommend priority audiences and markets.

30. Competitive Set: Has the City identified specific competitor or aspirational destinations for the competitive assessment, or should the selected consultant independently develop the competitive set?

The expectation is for the consultant to develop the competitive set.

31. Regional Partnerships: Should the strategy incorporate coordination with county, regional, or state tourism organizations and cooperative marketing programs?

Proposers can discuss the options and value of this as a strategy.

7. CVB Structure, Governance and Decision-Making

32. CVB Structure: What is the current status and anticipated structure of the Doraville Convention & Visitors Bureau, including its board, staffing, governance, and relationship to City departments?

The CVB is a newly established advisory board made up of six volunteers appointed by City Council. The board stands alone and is not a city department. Actions are taken via majority vote.

33. CVB Board: Does the City anticipate the CVB Board being fully seated during the contract term? What role will the CVB Board or a designated working committee have in reviewing and approving project deliverables?

The goal of the CVB is to maintain a fully seated board. The CVB Board is currently fully seated but vacancies can happen for several reasons. A properly seated board is anticipated thoughout the contract to minimize disruptions and decision delays.

34. Project Management: Who will serve as the primary day-to-day City/CVB point of contact and decision-maker for the engagement?

The city’s economic development director will serve as the primary day-to-day city point of contact and decision-maker for the engagement.

35. Approval Authority: Who will have final approval authority for the brand strategy, visual identity, marketing plan, and major deliverables? What roles will City staff, the CVB, elected officials, and other stakeholders have in the approval process?

City Council will have final approval authority regarding the selection and execution of the professional services agreement. Following contract execution, City staff and the CVB will work with the selected consultant to develop and oversee the brand strategy, visual identity, marketing plan, and major deliverables. Any additional approvals required by City policy or applicable law will be obtained as appropriate.

36. Review and Revision Rounds: How many rounds of review and revisions should proposers anticipate for major deliverables?

Three rounds of review and revisions are anticipated for major deliverables.

8. Project Outcomes and Existing Tourism Operations

37. Measures of Success: What outcomes does the City consider most important for this engagement, both during the first year and over the longer term? Are there specific tourism, economic-development, visitation, business-participation, or community objectives that should guide the strategy?

A strategy that effectively markets Doraville as a destination.

38. Current Tourism Marketing Operations: Does the City currently have an incumbent tourism marketing agency, consultant, or other marketing partner? If so, should the selected consultant expect to coordinate with that entity?

The city does not currently have an incumbent tourism marketing agency, consultant, or other marketing partner. This is a new initiative.

39. Existing Tourism Resources: What tourism marketing and communications resources currently exist within the City and/or CVB, including staff, vendors, agencies, websites, social media, creative services, and media-relations resources?

The city currently has a communications department and uses the official website, Facebook, Instagram and TikTok as communication channels.

40. Future Implementation: Does the City anticipate retaining the selected consultant for ongoing marketing and implementation following completion of the initial engagement?

If so, should proposers include separately priced options for those services?

Any future services proposed should be included as separately priced options.

9. Contract Term and Schedule

41. Contract Term: What is the anticipated initial contract term, including the expected commencement date?

The initial contract term would be up to one year and the expected commencement is in November 2026.

42. Renewals: How many renewal periods does the City anticipate, and what would be the anticipated length of those renewal periods?

Renewals would be determined based on approved work scope but generally agreements are renewed in one-year increments.

43. Project Timeline: What is the City's anticipated notice-to-proceed date and desired completion date for the full scope of work?

The anticipated commencement date is November 2026 and the completion date would be dependent upon the approved scope of services but is not expected to exceed one year.

44. Milestones: Are there specific City Council meetings, tourism events, development milestones, budget cycles, or other dates that should be considered when developing the project schedule?

The CVB currently meets on the 3rd Friday of the month and City Council meetings are scheduled on the second and third Wednesday of each month. There are not tourism specific dates that need to be considered when developing the project timeline.

10. Proposal Submission Requirements

45. Submission Deadline: Please confirm the official proposal submission date, time, and time zone for October 5, 2026.

Proposals will be accepted up to 11:59 pm EST on October 5, 2026.

46. Submission Method: Please confirm the required proposal submission method, including the required email address, subject line, file format, file naming requirements, number of attachments, and whether a single PDF is required.

Proposals should be emailed to gary.marshall@doravillega.us. The subject line should reference the RFP name and number. The maximum email size is 20 MB. A single PDF is not required. PDF is the preferred format for proposal submissions. The following file formats are acceptable:

• PDF (.pdf)

• Microsoft Word (.doc/.docx)

• Microsoft Excel (.xls/.xlsx)

• PowerPoint (.ppt/.pptx)

• Common image formats such as .jpg/.jpeg or .png

47. File Size and Links: Are there maximum email attachment sizes or restrictions on submitting portfolio samples, case studies, or other materials through links or separate attachments?

The maximum email size is 20 MB. Submissions that exceed this limit can be submitted as separate emails/attachments. If a complete proposal requires multiple emails, each email should clearly identify the proposer and indicate the sequence of the submission (e.g., “1 of 3,” “2 of 3,” etc.).

48. Page Limit: Is there a maximum or preferred page limit for proposals? If so, do resumes, appendices, cover pages, dividers, case studies, and portfolio materials count toward the limit?

There is no maximum or preferred page limit for proposals.

mailto:gary.marshall@doravillega.us

49. Cost Proposal: Must Appendix A be used verbatim as the cost form, or may proposers submit a detailed fee schedule and attach the signed Appendix A certification page?

Appendix A can be attached and signed and does not need to be used verbatim as the cost form.

50. Appendix B: Is Appendix B required to be completed and submitted with the proposal, and must it be notarized?

Appendix B is not needed for the proposal. It will only be required with the executed agreement. This form will need to be notarized.

51. Questions and Addenda: Will the City's responses to proposer questions and any resulting addenda be issued in writing to all proposers, and where and when will they be posted or distributed?

City responses to RFP questions have been compiled into this formal addendum to the RFP which will be published in the Georgia Procurement website as well as in the Bid Opportunities section on the city’s website.

11. Qualifications, Subcontractors and Eligibility

52. Relevant Experience: Is direct destination/tourism branding experience required, or may proposers demonstrate qualifications through closely related municipal, community, economic-development, placemaking, marketing, branding, or public-sector experience?

Direct destination/tourism branding experience is preferred but relevant experience of a firm and/or its stakeholders will be considered.

53. Team Experience: May proposers rely on relevant experience and references attributable to named key personnel, subcontractors, or established partners, provided their roles and experience are clearly identified?

Yes

54. Subcontractors and Teaming: Are subcontractors, consultants, or teaming partners permitted? If so, what information, qualifications, costs, affidavits, certifications, or other documentation must be provided for each proposed subcontractor?

Subcontractors are permitted but the proposing company would ultimately be responsible for fulfilling the requirements of the RFP scope.

55. New or Small Firms: May a newly established or smaller firm demonstrate its qualifications through the experience of its principals, key personnel, and proposed team members?

Yes

56. Out-of-State Firms: Are firms located outside Georgia or outside the United States eligible to submit proposals? If selected, what local registration, business-license, tax, insurance, or other requirements would apply?

Any company contracted with must be registered and qualified to do business in the state of Georgia. A Doraville occupation tax certificate or business license will not be required for out-of-state consultants.

57. Local or Other Preferences: Are there any local, Georgia-based, small-business, minority-owned, women-owned, disadvantaged-business, or other vendor preferences, participation goals, or requirements applicable to this solicitation?

There are no local or other preferences applicable to this solicitation.

12. Compliance, Insurance and Contract Terms

58. Required Certifications and Registrations: What affidavits, certifications, registrations, licenses, or other compliance documents must be submitted with the proposal versus after selection and before contract execution?

The proposal must include documentation that shows the proposer is qualified and registered to do business in the state of Georgia.

59. Insurance: What insurance coverages, minimum limits, endorsements, and certificate requirements will apply to the selected consultant? Will the same requirements apply to subcontractors?

Commercial General Liability

• $1,000,000 each occurrence

• $2,000,000 general aggregate

• $1,000,000 personal and advertising injury

Professional Liability / Errors & Omissions

• $1,000,000 each claim

• $2,000,000 aggregate

Workers' Compensation

• Statutory limits, as required by Georgia law

Subcontractors are required to maintain insurance appropriate to the services they perform and, where applicable, must meet the same minimum requirements. The selected consultant will be responsible for ensuring that required coverage is maintained by its subcontractors.

60. Contract: Will the City's standard professional-services agreement or key contract terms, including insurance, indemnification, payment, intellectual-property, and ownership provisions, be made available before the proposal deadline?

The professional services agreement with key terms is included with the publishing of this addendum.

61. Intellectual Property and Ownership: What ownership and licensing rights will the City require for research data, reports, survey instruments, creative concepts, design files, photographs, videos, source/native files, and other project deliverables? May proposers retain ownership of pre-existing methodologies, proprietary tools, and other pre-existing materials?

The City expects to receive ownership and unrestricted use of the final project deliverables produced specifically for the City under the agreement, subject to the terms of the final contract. Proposers should clearly identify any pre-existing methodologies, proprietary tools, licensed materials, or other pre-existing materials that are excluded from ownership or unrestricted use by the City.

13. Selection and Evaluation

62. Shortlist: Approximately how many firms does the City anticipate inviting to participate in finalist interviews or presentations?

The city anticipates inviting a maximum of five firms but the final number will be dependent upon the number of responding firms and how well proposals match the scope of the city’s requirements.

63. Interview Format: Will finalist interviews/presentations be conducted in person or virtually, and will all proposed key personnel and subcontractors be expected to participate?

Finalist interviews/presentations can be conducted either in person or virtually. All proposed key personnel and subcontractors won’t be required to participate but the representatives of the finalist will be expected to effectively provide any clarifications, explanations and/or answers to questions that arise during the interview.

64. Evaluation Process: During the interview phase, how will interview scores relate to the written proposal scores?

Both the initial written proposal evaluation and the finalist interview/presentation evaluation will be based on the evaluation criteria specified in the RFP. Information obtained during finalist interviews/presentations may be considered in the City's evaluation of those published criteria.

65. Evaluation Committee: Can the City provide information regarding the general composition of the evaluation committee and whether there are any additional capabilities or considerations, beyond the published evaluation criteria, that the committee will consider?

The evaluation committee is currently comprised of the five-member CVB board. All capabilities and considerations are published in the RFP.

66. Multiple Awards: Does the City anticipate selecting one firm for the full scope, or does the RFP permit the City to select multiple firms for different portions of the work?

The City anticipates selecting one firm to provide the full scope of services. If it determined that selecting one firm does not prove to be advantageous, selecting multiple firms for different portions of the work may be considered.

14. Additional Digital/Technology Considerations

67. AI-Assisted Tools: Does the City have any policies, requirements, preferred tools, or disclosure requirements regarding the use of artificial-intelligence tools in research, analysis, creative development, or production of deliverables?

The city does not have any policies, requirements, preferred tools, or disclosure requirements at this time.

68. Marketing Channels: What marketing channels does the City currently use, and should proposers focus primarily on optimizing existing channels or also recommend new channels?

The city currently uses an official website, Facebook and Instagram. The city also has a mass texting service. The city is open to new channel recommendations.

69. Media Planning and Buying: Does the City expect the selected consultant to perform media planning, purchasing, placement, trafficking, and optimization, or should the initial engagement be limited to media strategy and recommendations?

The city would like to consider consultant services for media planning, purchasing, placement, trafficking, and optimization even if presented as optional services.

70. Marketing Budget Detail: For the Strategic Marketing Plan, does the City expect detailed budget allocations by channel and/or period, or a higher-level strategic framework tied to available marketing resources?

At this time, a higher-level strategic framework tied to available marketing resources is fine.

71. Final Presentations: How many formal presentations should proposers anticipate throughout the engagement, including presentations to City staff, the CVB, City Council, or other stakeholders?

The number of formal presentations will likely vary as the project commences. Currently up to five presentations to the CVB and three to City Council. The goal is to make this engagement as efficient and organized as possible and maintain open communication throughout the process to minimize the potential for increased costs and delays to both parties.

72. Site Visit: Is a pre-proposal site visit, community tour, or other on-site meeting available, required, or recommended for proposers?

Pre-proposal site visits, community tours, or other on-site meetings are not currently required or scheduled. The city expects proposers to perform whatever steps are necessary to meet the requirements as specified in the RFP scope.

SERVICES AGREEMENT

THIS SERVICES AGREEMENT ("Agreement") is made this 19th day of March , 2026, by and between Diversified Construction of Georgia, Inc. ("Contractor"), address of 2104 Vistadale Court, Tucker, Georgia 30084, and the City of Doraville, Georgia ("City" or "City of Doraville"), a municipal corporation of the State of Georgia.

WITNESSETH:

WHEREAS, Contractor is engaged in the business of providing pre-construction advisory services to municipalities in connection with budget development, value engineering, and ongoing cost coordination with architects and contractors for capital projects; and

WHEREAS, City of Doraville has a need to acquire the scope of services described in Exhibit A, attached hereto and incorporated herein ("Services"), in connection with its City Center project;

and

WHEREAS, Contractor has been providing the Services to the City pursuant to oral agreement between the parties as of January 1, 2026; and

WHEREAS, Contractor desires to perform the Services and the City wishes to acquire the Services from Contractor, and the parties now intend to memorialize in this Agreement the understanding of the parties with respect thereto;

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 City of Doraville as set forth in Exhibit A and incorporated herein by this reference. Contractor agrees to perform the Services at the direction of the Doraville City 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, City of Doraville shall pay to Contractor the fee described in Exhibit B, attached hereto and incorporated herein by this reference.

b. Manner of Payment. Payment shall be made to Contractor as described in Exhibit B.

3. Relationship of Parties

a. Independent Contractors. Nothing contained herein shall be deemed to create any relationship other than that of independent contractor between City of Doraville and Contractor. This Agreement shall not constitute, create, or otherwise imply an employment, joint venture, partnership, agency or similar arrangement between City of Doraville 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 City of Doraville 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 City of Doraville.

4. Term

This Agreement shall be effective as of January 1, 2026, and shall terminate upon completion of the Services unless the Agreement is earlier terminated as provided herein. The Agreement is contingent upon annual appropriations of funds by the City of Doraville 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 the City 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 the City 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.

This Agreement may also be terminated without cause by the City upon 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 and any allowable reimbursable expenses incurred and appropriately documented related to the work performed.

6. Ownership of Property; Termination of Services and Return of Property

a. It is mutually agreed that all materials prepared by the Contractor under this Agreement shall become the property of the City, and the Contractor shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Contractor shall deliver to the City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by the City in performing this Agreement which is not the Contractor's privileged information, as defined by law, or the Contractor's personnel information, along with all other property belonging exclusively to the City which is in the Contractor's possession. Publication of the information derived from work performed or data obtained in connection with Services rendered under this Agreement shall be approved in writing by the City.

b. Additionally, it is agreed that the parties intend this to be an agreement for services and each considers the products and results of the Services to be rendered by the Contractor hereunder to be work made for hire. The Contractor acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the City without restriction or limitation upon its use or dissemination by the City.

c. Upon the expiration or earlier termination of this Agreement, Contractor shall immediately terminate the Services hereunder and shall deliver promptly to the City 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. The Contractor shall promptly deliver an inventory of any contractually required supplies acquired on behalf of the City under the Agreement for confirmation if payment has or has not already been made by the City, before ownership of said supplies is declared. Possession will then be taken by the party having paid for the supplies.

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 will perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality, 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 City of Doraville, which are incorporated into and made a part of this Agreement. No other representation expressed or implied, and no warranty or guarantee is included or intended in the Agreement, or in any report, opinion, document, or otherwise.

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 G, Notice to Contractors - Compliance with Title VI of the Civil Rights Act 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 City of Doraville including, but not limited to, information concerning City of Doraville, 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. Indemnification and Insurance

a. Indemnification. Contractor agrees to indemnify and hold harmless the City of Doraville, to the extent allowed by applicable law, from and against any and all losses, liabilities or expenses (including, without limitation, attorneys' fees) which are caused by, in whole or in part, the negligence of Contractor under this Agreement.

b. Insurance. Insurance requirements are attached hereto as Exhibit H and incorporated herein by this reference.

11. Non-Discrimination

During performance of this Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, disability, national origin, ancestry, sexual orientation, gender identity or military 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, religion, color, sex, disability, national origin, ancestry, sexual orientation, gender identity or military 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, religion, color, sex, disability, national origin, ancestry, sexual orientation, gender identity or military 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 City of Doraville. Any attempted assignment by Contractor without the prior express written approval of City of Doraville may, at City of Doraville's 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 City of Doraville:

C. D. Atkinson Interim City Manager 2421 Van Fleet Circle, Suite 200 Doraville, Georgia 30360

If to Contractor:

With copies to:

Cecil G. Mclendon, Jr.

City Attorney 2421 Van Fleet Circle, Suite 200 Doraville, Georgia 30360

With copies to:

David Lubin President

Diversified Construction of Georgia, Inc.

2104 Vistadale Ct.

Tucker, Georgia 30084

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 DeKalb 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. Force Maieure

Neither party to this Agreement will be liable to the other party for failure to perform any of its obligations under this Agreement to the extent such performance is hindered, delayed or prevented by Force Majeure.

A party which is unable, in whole or in part, to carry out its obligations under this Agreement due to Force Majeure must provide notice to the other party. Initial notice may be given orally;

however, written notification with full particulars of the event or occurrence, is required as soon as reasonably possible.

A party claiming Force Majeure will diligently use all reasonable efforts to remove the cause, condition, event or circumstance of such Force Majeure, will promptly give written notice to the other party of the termination of such Force Majeure, and will resume performance of any suspended obligation as soon as reasonably possible after termination of such Force Majeure.

For purposes of this Agreement, "Force Majeure" shall mean causes, conditions, events or circumstances which are beyond the reasonable control of the Party claiming Force Majeure.

Such causes, conditions, events and circumstances will include acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, arrests and restraints of rulers and people, arrests and restraints of the Government, either federal or state, inability of any party hereto to obtain necessary materials or supplies at market costs or permits due to existing or future rules, orders and laws of governmental authorities {both federal and state), interruptions by government or court orders, present and future orders of any regulatory body having proper jurisdiction, civil disturbances, explosions, sabotage will be considered Force Majeure if the party claiming Force Majeure has not caused the condition and the cause of the condition was out of the control of such party Force Majeure could include any other causes, whether of the kind herein enumerated or otherwise not within the control of the party claiming suspension and which by the exercise of due diligence such party is unable to overcome.

17. 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 days' written notice to City of Doraville of the claim and the intent to initiate a civil action.

18. 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.

19. 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.

20. Headings

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.

21. 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.

22. Copyright, Trademark and Patent

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 City 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. This copyright, trademark and patent indemnification shall survive the termination, cancellation, or expiration of this Agreement.

23. Counterparts

This Agreement may be executed in one or more counterparts, all of which together shall be deemed to constitute one and the same instrument.

[SIGNATURES ON NEXT PAGE]

EXHIBITS