ITB 26-PD02, Decal Installation for City Vehicles.pdf

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Bid Number:

ITB 26-PD02

Project Name:

Decal Installation for City Vehicles

Due Date and Time: November 20, 2025 by 2:00 p.m. EST

*Link for virtual bid opening will be posted as a “Communication” under this solicitation listing on the City’s procurement portal, BidNet Direct.

Number of Pages: 31

ISSUING DEPARTMENT INFORMATION

Issue Date:

October 30, 2025

City of Milton Police Department 2006 Heritage Walk Milton, GA 30004

Phone: 678-242-2500

Website: www.miltonga.gov

INSTRUCTIONS TO BIDDERS

Electronic Submittal: **Bids must be submitted electronically via Milton’s BidNet procurement portal/platform at www.miltonga.gov If you have not registered as a vendor via BidNet we encourage you to register. There is no cost to join, and you will be notified of any potential bid opportunities with the City of Milton as well as other agencies who are part of the Georgia Purchasing Group.

Mark Face of Envelope/Package:

Bid Number: ITB 26-PD02 Name of Company or Firm

Special Instructions:

Deadline for Written Questions November 10, 2025 by 5:00 p.m.

Submit questions online via the BidNet Direct procurement portal at www.miltonga.gov/finance/bids-rfps

BIDDERS MUST COMPLETE THE FOLLOWING

Bidder Name/Address:

Authorized Bidder Signatory:

(Please print name and sign in ink)

Bidder Phone Number: Bidder FAX Number:

Bidder Federal I.D. Number: Bidder E-mail Address:

BIDDERS MUST RETURN THIS COVER SHEET WITH BID RESPONSE

City OF MILTON INVITATION TO BID

(THIS IS NOT AN ORDER)

http://www.miltonga.gov/ http://www.miltonga.gov/

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Table of Contents

Topic Page

Invitation to Bid 3

Schedule of Events 4

Bidding Instructions (What must be submitted) 5

Insurance/Bond Requirements 6

Bid Form and Addenda Acknowledgement 10

Qualifications Signature and Certification 12

Corporate Certificate 12

List of Subcontractors 13

Contractor Affidavit and Agreement (eVerify) 14

Disclosure Form 16

Project Specifications 17

Bid Submittal Form 18

Sample Contract Agreement 19

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Invitation to Bid ITB 26-PD02

The City of Milton is accepting sealed bids from qualified companies for the Decal Installation for City Vehicles. All bidders must comply with all general and special requirements of the bid information and instructions enclosed herein.

Sealed bids will be received no later than 2:00 PM Local Time on November 20, 2025.

Electronic bids shall be submitted online via BidNet Direct, the City’s procurement portal, at www.miltonga.gov/finance/bids-rfps .

At approximately 2:30 P.M. Local Time on the day bids are received the bids will be publicly opened and the bidder’s name and total bid amount will be read aloud at: City of Milton City Hall, 2006 Heritage Walk, Milton, GA 30004. *Link for the virtual bid opening will be posted as a “Communication” under this solicitation listing on the City’s procurement portal, BidNet Direct.

Bids received after the above time will not be accepted.

The City is offering a “pre-bid/site visit” opportunity to see samples of vehicles on Thursday, November 6, 2025 at 10:00 AM at the Public Safety Complex, 13690-B Highway 9 N, Milton, GA 30004. Attendance is not mandatory but is recommended. This meeting is NOT an opportunity to ask questions. Any questions resulting from this visit must be submitted online as instructed below.

Questions must also be submitted online in the same manner listed above for bids. Deadline for questions is November10, 2025, at 5:00 p.m. Official answers to questions and potential changes to the ITB (Addendums) will be posted at the same web locations as the ITB on or about November 12, 2025. Any other form of interpretation, correction, or change to this ITB will not be binding upon the City. It is the bidder’s responsibility to check the websites for potential updates. Please refer to Bid (ITB 26-PD02) and bid name (Decal Installation for City Vehicles) when requesting information.

The City of Milton reserves the right to reject any or all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Milton.

The selected contractor must be able to start work within ten (10) calendar days after the “Notice to Proceed” is issued. The time of completion for the project is to be determined prior to the issuance of the “Notice to Proceed.” If weather affects the required completion schedule, The City and selected contractor will negotiate a new completion date.

http://www.miltonga.gov/finance/bids-rfps

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SCHEDULE OF EVENTS

FOR REFERENCE ONLY - DO NOT SUBMIT WITH BID RESPONSE

EVENT DATE

ITB Issue Date October 30, 2025

Prebid/Site Visit (recommended, not mandatory) 10:00 AM on November 6, 2025 **at Milton Public Safety Complex 13690-B Highway 9 N Milton, GA 30004

Deadline for Receipt of Written Questions 5:00 PM on November 10, 2025

Posting of Written Answers by City to Websites on or about November 12, 2025

ITB DUE No Later than 2:00 P.M. on November 20, 2025

Tentative Contract Award (on/about) December 15, 2025

Notice to Proceed (on/about) To be coordinated with the Contractor

NOTE: PLEASE CHECK THE CITY WEBSITE (http://www.miltonga.gov) FOR ADDENDA

AND SCHEDULE UPDATES.

http://www./

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BIDDING INSTRUCTIONS

FAILURE TO RETURN THE FOLLOWING BID DOCUMENTS COULD RESULT IN THE BID

BEING DEEMED NON-RESPONSIVE AND BEING REJECTED:

Item Description Page(s) 1 Filled out and Signed Invitation to Bid (Cover Sheet) 1 2 Bid Form and Addenda Acknowledgement (2 pages) 10-11 3 *Intentionally blank* 4 Qualifications Signature and Certification 12 5 List of Subcontractors 13 6 Contractor Affidavit and Agreement (eVerify) 14 7 Disclosure Form 15 8 Bid Submittal Form 18

INFORMATION AND INSTRUCTIONS

The purpose of this solicitation is to enter a lump sum “purchasing contract” with one vendor for the Decal Installation for City Vehicles, ITB 26-PD02.

No specification expressed or implied shall be construed as any type of restrictive specification that would limit competition.

Unless clearly shown as “no substitute” or any words to that effect, any items in these contract documents which have been identified, described or referenced by a brand name or trade name are for reference only. Such identification is intended to be descriptive but not restrictive and is to indicate the general quality and characteristics of products that may be offered. Each bid item for which an equivalent item is proposed must be individually identified on the bid sheet with the following information: brand name, model or manufacturer’s number or identification regularly used in the trade. Photographs, specifications and cut sheets shall be provided of the proposed alternative. The City shall be the sole judge of the suitability of the proposed alternative and may consider function, design, materials, construction, workmanship, finishes, operating features, overall quality, local service facilities, warranty terms and service or other relevant features.

The City reserves the right to cancel the contract at any time with 30 days’ written notice.

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Title to any supplies, materials, equipment or other personal property shall remain the Contractors’ until fully paid for by the City.

All items to be bid FOB, Milton, Georgia. No sales taxes are to be charged.

Any damage to any vehicle or equipment incurred during the course of work shall be repaired at the Contractor’s expense to the complete satisfaction of the City of Milton with no additional expense to the City.

EVALUATION

The City intends to evaluate the ITB on the lowest, responsible and responsive bidder.

Bids may be found nonresponsive at any time during the evaluation or contract process, if any of the required information is not provided; the submitted price is found to be inadequate; or the proposal is not within the specifications described and required in the ITB. If a bid is found to be non-responsive or non-qualified, it will not be considered further.

INSURANCE REQUIREMENTS

Within ten (10) days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City.

Within ten (10) days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Insurance requirements are provided below and included in the CONTRACT AGREEMENT (Section 7.K).

(1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City Attorney as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City.

(2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with limits no less than:

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(a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, including coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, vandalism, property loss and theft.

(b) Comprehensive Automobile Liability (owned, non-owned, hired) of

$1,000,000 (one million dollars) combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom.

(c) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 (one million dollars) per accident.

(3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing.

(4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions:

(a) General Liability and Automobile Liability Coverage.

(i) The City and City Parties are to be covered as insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City or City Parties.

(ii) The Contractor’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City or City Parties. Any insurance or self-insurance maintained by the City or City Parties shall be in excess of the Contractor’s insurance and shall not contribute with it.

(iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City or City Parties.

(iv) Coverage shall state that the Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

(v) Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion.

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(vi) The insurer agrees to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City for General Liability coverage only.

(b) Workers' Compensation Coverage: The insurer providing Workers’

Compensation Coverage will agree to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City.

(c) All Coverages:

(i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

(ii) Policies shall have concurrent starting and ending dates.

(5) Acceptability of Insurers: Insurance is to be placed with insurers authorized to do business in the State of Georgia and with an A.M. Bests' rating of no less than A:VI.

(6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of Work. The certificate of insurance and endorsements shall be on a form utilized by Contractor’s insurer in its normal course of business and shall be received and approved by the City within ten

(10) days of the Notice of Award. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage.

(7) Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the Parties as additional insureds.

(8) Claims-Made Policies: Contractor shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later.

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(9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement, except the City need not be named as an additional insured and loss payee on any Workers’ Compensation policy.

COST OF PREPARING A BID

The costs for developing and delivering responses to this ITB and any subsequent presentations of the proposal as requested by the City are entirely the responsibility of the bidder. The City is not liable for any expense incurred by the bidder in the preparation and presentation of their proposal. All materials submitted in response to this ITB become the property of the City of Milton.

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[BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE]

BID FORM and ADDENDA ACKNOWLEDGEMENT

TO: PURCHASING OFFICE

CITY OF MILTON

MILTON, GEORGIA 30004

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 Milton, 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:

Bid Number ITB 26-PD02 Decal Installation for City Vehicles

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 Milton in full conformance with the Contract Documents.

Unless otherwise directed, all work performed shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition).

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.

The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces within ten (10) calendar days from the Notice to Proceed, and to complete all Work as scheduled in Task Order(s) issued.

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If weather affects the required completion schedule, the City and selected Bidder will negotiate a new completion date.

Attached hereto is an executed Bid Bond in the amount of __________________ Dollars ($ (Five Percent of Amount Bid).

If this bid shall be accepted by the City of Milton and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Milton 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 shall be forfeited to the City of Milton as liquidated damages.

Bidder acknowledges receipt of the following addenda:

Addendum No. Date viewed

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

Signed, sealed, and dated this _______ day of _____________, 20_____

Bidder _______________________ (Seal) Company Name

Bidder Mailing Address:

Signature: ________________________________________

Print Name: ______________________________________

Title: _____________________________________________

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QUALIFICATIONS SIGNATURE AND CERTIFICATION

I certify that this offer is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign this proposal for the proposer. I further certify that the provisions of the Official Code of Georgia Annotated, including but not limited to Title 32, Chapter 4, Article 4, Part 2 and Sections 45-10-20 et seq. have not been violated and will not be violated in any respect.

Authorized Signature______________________________Date_______________________

Print/Type Name______________________________________________________________

Print/Type Company Name Here_______________________________________________

CORPORATE CERTIFICATE

I, ___________________________________, certify that I am the Secretary of the Corporation named as Contractor in the foregoing bid; that _______________________________________ who signed said bid in behalf of the Contractor, was then (title)_________________________ of said Corporation; that said bid was duly signed for and in behalf of said Corporation by authority of its Board of Directors, and is within the scope of its corporate powers; that said Corporation is organized under the laws of the State of _________________________________.

This ________________ day of ________________, 20______

______________________________________(Seal) (Signature)

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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:___________________________________________________

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BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE]

CONTRACTOR AFFIDAVIT AND AGREEMENT

STATE OF GEORGIA

CITY OF MILTON

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 Milton 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:

I hereby declare under penalty of perjury that eVerify Number

Date of Authorization

Name of Contractor

Decal Installation for City Vehicles Name of Project

City of Milton, Georgia Name of Public Employer the foregoing is true and correct.

Executed on ____________, ______, 20____ in ____________________(city), ______(state).

Signature of Authorized Officer or Agent

Printed Name and Title of Authorized Officer or Agent

SUBSCRIBED AND SWORN BEFORE ME ON

THIS THE ______ DAY OF ______________,20___.

NOTARY PUBLIC

[NOTARY SEAL]

My Commission Expires:

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DISCLOSURE FORM

This form is for disclosure of campaign contributions and family member relations with City of Milton officials/employees.

Please complete this form and return as part of your bid package when it is submitted.

Name of Bidder __________________________________________________

Name and the official position of the Milton Official to whom the campaign contribution was made (Please use a separate form for each official to whom a contribution has been made in the past two

(2) years.)

List the dollar amount/value and description of each campaign contribution made over the past two

(2) years by the Applicant/Opponent to the named Milton Official.

Amount/Value Description

Please list any family member that is currently (or has been employed within the last 9 months) by the City of Milton and your relation:

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PROJECT SPECIFICATIONS

The City of Milton is requesting sealed bids from qualified vendors with demonstrated professional competence and experience to provide decal installation services for its fleet vehicles. Contractor must have a location of suitable size, or ability to come to City facilities to install, and personnel to handle the work of the fleet vehicles without undue delay. The City intends to award contract to a single company. It’s anticipated this agreement will be renewed annually for three yearly terms. A list of existing vehicles is included herein as examples only. The number, make/model and composition may change without prior notice.

The City is offering a “pre-bid/site visit” opportunity to see samples of vehicles on Thursday, November 6, 2025 at 10:00 AM at the Public Safety Complex, 13690-B Highway 9 N, Milton, GA 30004. This meeting is not mandatory.

All bidders must comply with all general and special requirements of the ITB information and instructions enclosed herein.

Vehicles to be Serviced (Subject to Change):

• FORD INTERCEPTOR UTILITY SUV

• FORD F150 PICKUP TRUCK

• FORD F250 PICKUP TRUCK

• FORD MAVERICK PICKUP TRUCK

• FORD RANGER PICKUP TRUCK

• FORD ESCAPE

• CHEVY 1500 SILVERADO PICKUP TRUCK

• CHEVY TAHOE

• DODGE DURANGO

• HARLEY DAVIDSON ELECTRA GLIDE MOTORCYCLE

SERVICE REQUIREMENTS – Included but not limited to the following:

• Design of current livery

• Supply materials and install

• Materials/Supplies

• Decal install for city entity of police, fire, and city vehicles

• Guarantee integrity and appearance for 12 months from installation

• Approval of design prior to installation

TIME REQUIREMENTS – below are from arrival to departure (Priority Service):

• Install done in a timely manner from the day approval is given by City or insurance agency.

• Notification will be made to City fleet maintenance officer if repairs are expected to take longer than 30 days prior to starting job.

• All other services “as soon as possible”

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ITB 26-PD02 BID SCHEDULE

Description Cost Installation Labor (hourly rate) Material Cost One-time Initial setup for City Entity

Print Bid Amount (Total of 3 items above): $_______________________________

Print Total Bid Price in Words (Total of 3 items above) :

Annual Percentage Increase if any: __________________%

The undersigned, as bidder, declares and represents that it has examined the site of the work and informed himself/herself fully in regard to all conditions pertaining to the place where the work is to be performed, including those conditions affecting the cost of the work and the delivery, handling and storage of materials and equipment. The bidder has examined and read the Bidding Document and has satisfied himself/herself that the Bidding Document is an adequate and acceptable reflection of the work which is required to be performed and that the bidder is willing and able to perform all of the work necessary. The bidder further certifies that no additional information is required to complete the work encompassed by this bid within the cost and schedule established and agreed upon within this bidding document.

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.

COMPANY_________________________________________________________________

ADDRESS__________________________________________________________________

AUTHORIZED SIGNATURE____________________________________________________

PRINT / TYPE NAME & TITLE___________________________________________________

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SAMPLE – DO NOT RETURN WITH BID

GOODS AND SERVICES PURCHASE CONTRACT

[PROJECT NAME]

This Goods and Services Purchase Agreement (“Agreement”) is made and entered into this_____ day of _____________, 20___ (the “Effective Date”), by and between the City of Milton, Georgia, a municipal corporation of the State of Georgia, acting by and through its governing authority, the Mayor and City Council, located at 2006 Heritage Walk, Milton, GA 30004 (hereinafter referred to as the “City”), and _____________________ [INSERT FULL LEGAL NAME OF CONTRACTOR], a __________________ [INSERT STATE WHERE CONTRACTOR ENTITY WAS FORMED (E.G., GEORGIA) AND THE TYPE OF ENTITY (E.G., CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, ETC.)], having its principal place of business at ________________________ [INSERT ADDRESS] (herein after referred to as the “Contractor”), collectively referred to herein as the “Parties.”

WITNESSETH:

WHEREAS, City desires to obtain certain [goods][software licenses] and related [support][training][installation] services; and

WHEREAS, Contractor has represented that it is capable of providing [goods][software licenses] meeting the City’s specifications, and is qualified by training and experience to perform the related services;

NOW, THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein, and other good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties do mutually agree as follows:

Section 1. Agreement. The Agreement shall consist of this Agreement, any Order sent by the City under this Agreement, and each of the Exhibits hereto, which are incorporated herein by reference, including:

Exhibit “A” – City’s Request for Proposals Exhibit “B” – Contractor’s Proposal Exhibit “C” – Insurance Certificate Exhibit “D” – Contractor Affidavit Exhibit “E” – Subcontractor Affidavit

In the event of any discrepancy in or among the terms of the Agreement and the Exhibits hereto, the provision most beneficial to the City, as determined by the City in its sole discretion, shall govern.

Section 2. Supply of Goods. The City has requested proposals for provision of __________________________ [describe goods/software licenses], attached hereto as Exhibit “A”, and the Contractor has submitted a proposal to supply these goods (the “Goods”), attached hereto as Exhibit “B”. The Contractor agrees to supply the Goods to the City in accordance with Exhibits “A” and “B”, and the following terms and conditions:

A. Quantity. [Option 1] The Contractor shall supply the Goods in such quantities as the City requires, with quantities to be specified in further purchase orders issued by the City. The City reserves the right to purchase like goods and services from other vendors. The City guarantees no maximum or minimum purchase. [Option 2] The Contractor shall supply the City with the following Goods: ________________.

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B. Timing. The Goods shall be delivered [by ________] [within ____ days of _______.]

C. [If Option 1 selected above]Individual Purchase Orders. Each individual purchase of Goods shall begin with a written order (“Order”) on a form provided by the City. Unless otherwise specified by on the Order, the invoicing and shipping addresses will be Attn: Purchasing Department, 2006 Heritage Walk, Milton, GA 30004. The following terms and conditions will govern each Order:

i. Acceptance of each Order shall occur upon Contractor’s acknowledgment of the Order, shipment of any

Goods, or commencement of any work on Goods described by the Order. The Order shall be void unless signed by the City in accordance with the City’s purchasing policy. Acceptance of each Order and any attachments constitutes a contract between Contractor and City, and this Agreement is made a part and a condition of the contract.

ii. The Contractor shall affix the Order number on all invoices, packages and documents related to each Order.

iii. A shipping memo showing the Order number must accompany all deliveries.

iv. All Goods required in a single Order shall shipped together unless partial shipments are authorized in writing by the City.

v. Acceptance of each Order is expressly limited to the terms stated in the Order and in this Agreement. If the Contractor objects to any terms stated in the Order, it shall notify City in writing within ten days of the date of the Order, and withhold shipment of the Good(s) listed therein until the controversy is resolved.

Any oral or written acknowledgment or confirmation of any Order, any shipment of the Goods ordered, or the furnishing or any services pursuant to any Order shall, notwithstanding the terms of such acknowledgment or confirmation, constitute acceptance by the Contractor of each and all of the terms and conditions stated herein.

D. Shipping and Delivery. The Goods shall be shipped via _____________[state shipping method and speed].

Packaging and packing of Goods shall insure safe arrival at their destination, secure lowest transportation cost, and conform with requirements of common carriers. The Contractor shall be responsible for any additional charges resulting from deviation from City’s routing instructions. Contractor shall bear risk of loss or damage to Goods from shipment until delivery and inspection at the shipping address, with inspection to occur within seven business days of delivery. Defective or inaccurate shipments will be returned at Contractor’s expense. Notwithstanding Contractor’s delivery of any Goods, Contractor shall also bear risk of loss or damage to Goods beginning from the time that City gives notice of rejection of Goods pursuant to the inspection provisions above.

E. Compensation. [Option 1] The amount paid as compensation for any Order shall be calculated based on the number of units ordered at the per-unit price set forth in Exhibit “B”, [plus Contractor’s actual shipping costs][with shipping provided at no extra charge]. The prices set forth in Exhibit “B” shall be valid for at least one year from the Effective Date. A _____% annual increase may be applied to the prices, provided the Contractor notifies the City in writing at least 30 days prior to any increase in price. [Option 2] The amount paid as compensation for the Goods shall be ____________, [plus shipping costs of _____________][with shipping provided at no extra charge].

F. Terms Added by Contractor. The City will not be bound to any additional or different terms transmitted by Contractor or included in Contractor’s package, invoices, catalogs, brochures, technical data sheets, or other documents. The City will in no event be bound by silence or acceptance of Goods to any terms and conditions other than those stated in this Agreement.

G. Warranty. Contractor warrants that any Goods supplied to City are of merchantable quality, free from defect, conform to all specifications set out in any Order, are fit for the purpose for which such goods are ordinarily employed and for the particular declared City purpose. If the Goods contain any component parts covered by separate warranties not automatically enforceable by the City, Contractor shall assign such warranties to the City.

H. Compliance with Law. The Contractor specifically guarantees that:

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i. The Goods will be produced and shipped in compliance with the Federal Fair Labor Standards Act, the Federal Occupational Safety & Health Act, and DOT Hazardous Materials Regulations.

ii. If the Goods are “articles of wearing apparel” “fabrics” “interior furnishings”, or “related material”, covered by the Federal Flammable Fabrics Act, or similar state laws, then unless the Goods are exempted from the provisions of said laws, reasonable and representative tests have been made according to the procedures prescribed in Section 4 of the Flammable Fabrics Act and the Goods have been shown not to be so highly flammable as to be dangerous.

iii. All Goods and elements of Goods supplied to the City are free of any infringement of a US or international copyright, patent or other intellectual property right.

Section 3. Supply of Services. The City has requested proposals for provision of __________________________ [describe support/training/installation services], attached hereto as Exhibit “A”, and the Contractor has submitted a proposal to supply these services (the “Services”), attached hereto as Exhibit “B”. The Contractor agrees to supply the Services to the City in accordance with Exhibits “A” and “B”, and the following terms and conditions:

A. Scope of Services. Unless otherwise stated in Exhibits “A” or “B”, the Services include all material, labor, insurance, tools, equipment, machinery, water, heat, utilities, transportation, facilities, services and any other miscellaneous items and work necessary to complete the Services. Some details necessary for proper execution and completion of the Services may not be specifically described in the Scope of Work, but they are a requirement of the Services if they are a usual and customary component of the contemplated services or are otherwise necessary for proper completion of the work.

B. Timing. The Services shall be provided in accordance with the following schedule ________________. [specify schedule]

C. Compensation. [Option 1] The amount paid as compensation for Services under each Order shall be [calculated based on the units of service ordered at the per-unit price][calculated based on the hourly rate] set forth in Exhibit “B”, [plus Contractor’s actual costs][with no additional compensation for Contractor’s costs]. The prices set forth in Exhibit “B” shall be valid for at least one year from the Effective Date. A _____% annual increase may be applied to the prices, provided the Contractor notifies the City in writing at least 30 days prior to any increase in price. [Option 2] The amount paid as compensation for the Services shall be [the fixed sum of ____________] [calculated based on the hourly rate set forth in Exhibit “B”], [plus Contractor’s actual costs][with no additional compensation for Contractor’s costs].

D. Warranty. Contractor represents and warrants that it has the necessary knowledge, experience, abilities, skills and resources to perform the Services, and shall perform the Services in a professional manner and workmanlike manner, consistent with prevailing industry standards and practices.

E. Licenses, Certification and Permits. Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of Contractor by any and all national, state, regional, county, or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Services contracted for under this Agreement. Contractor shall employ only persons duly qualified in the appropriate area of expertise to perform the Services described in this Agreement.

F. Expertise of Contractor. Contractor acknowledges and agrees that City does not undertake to approve or pass upon matters of expertise of Contractor and that, therefore, City bears no responsibility for Contractor’s Services performed under this Agreement. City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Consultant’s performance. Consultant acknowledges and agrees that the acceptance or approval of Services by City is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement and shall not relieve Consultant of the responsibility for adequacy, fitness, suitability, and correctness of Consultant’s Services under professional and industry standards.

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G. Consultant’s Reliance on Submissions by City. Consultant must have timely information and input from City in order to perform the Services required under this Agreement. Consultant is entitled to rely upon information provided by City, but Consultant shall provide immediate written notice to City if Consultant knows or reasonably should know that any information provided by City is erroneous, inconsistent, or otherwise problematic.

Section 4. Contract Term; Termination. The term of this Agreement (“Term”) will commence as of the Effective Date, and terminate [Option 1 - upon provision of the Goods and Services and payment for the same] [Option 2 - on ___________] (provided that certain obligations will survive termination/expiration of this Agreement). City may terminate this Agreement for convenience at any time upon providing written notice thereof to Contractor. Provided that no damages are due to City for Contractor’s breach of this Agreement, City shall pay Contractor any amounts owed as of the date of termination. If the Term of this Agreement spans more than one calendar year, the Parties agree that this Agreement, as required by O.C.G.A. § 36-60-13, shall terminate absolutely and without further obligation on the part of City on December 31 each calendar year of the Term, and further, that this Agreement shall automatically renew on January 1 of each subsequent calendar year absent City’s provision of written notice of non-renewal to Contractor at least five (5) days prior to the end of the then current calendar year. Title to any supplies, materials, equipment, or other personal property shall remain in Contractor until fully paid for by City. Contractor understands that time is of the essence of this Agreement and warrants and represents that it will provide the Goods and perform the Services in a prompt and timely manner.

Section 5. Payment. There will be no down-payment for any Goods and Services. The City will pay Contractor upon receipt and inspection of the Goods and Services and approval of invoices for the same. No payments will be made for unauthorized Goods or Services. Invoices shall set forth in detail the Goods and Services provided, along with all supporting documents required by the Agreement or requested by City to process the invoice. Invoices shall be paid within 30 days of receipt unless reasonably disputed by the City, in which case the City may retain any disputed amounts until resolution of the dispute.

Section 6. Change Orders. Any modification to this Agreement shall require a written change order executed by the City in accordance with its purchasing regulations.

Section 7. Covenants of Contractor.

A. Compliance with Law. Contractor shall provide the Goods and perform all Services in accordance with the standard of care and quality ordinarily expected in the industry and in compliance with all federal, state, and local laws, regulations, codes, ordinances, or orders applicable to the Project, including, but not limited to, any applicable records retention requirements and Georgia’s Open Records Act (O.C.G.A. § 50-18-71, et seq.).

B. Assignment of Agreement. Contractor covenants and agrees not to assign or transfer any interest in, or delegate any duties of, this Agreement, without the prior express written consent of the City.

C. Insurance. Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance of the types and amounts approved by the City, as shown on Exhibit “B”, attached hereto and incorporated herein by reference. Contractor shall also ensure that any subcontractors are covered by insurance policies meeting the requirements specified herein and provide proof of such coverage.

D. Employment of Unauthorized Aliens Prohibited – E-Verify Affidavit. Pursuant to O.C.G.A. § 13-10-91, City shall not enter into a contract for the physical performance of services unless:

(1) Contractor shall provide evidence on City-provided forms, attached hereto as Exhibits “D” and “E” (affidavits regarding compliance with the E-Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Contractor’s subcontractors have registered with, are authorized to use and use 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-

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91, and that they will continue to use the federal work authorization program throughout the contract period, or

(2) Contractor provides evidence that it is not required to provide an affidavit because it is an individual (not a company) licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing; or

(3) If Contractor does not hire or intend to hire employees for purposes of satisfying or completing the terms and conditions of this Agreement, in accordance with O.C.G.A. § 13-10-91(b)(5) Contractor shall provide a copy of Contractor’s state issued driver's license or state issued identification card and a copy of the state issued driver's license or identification card of each independent contractor utilized in the satisfaction of part or all of this Agreement.

Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit “D”, and submitted such affidavit to City or provided City with evidence that it is an individual not required to provide such an affidavit because it is licensed and in good standing as noted in sub-subsection (2) above, or provided City with the appropriate state issued identification as noted in sub-subsection

(3) above. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Georgia Department of Labor Rule 300- 10-1-.02.

In the event Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit “E”, which subcontractor affidavit shall become part of the Contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is an individual licensed and in good standing as noted in sub-subsection (2) above. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to City within five (5) business days of receipt from any subcontractor. Contractor and Contractor’s subcontractors shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the contract.

Contractor agrees that the employee-number category designated below is applicable to Contractor.

____ 500 or more employees.

____ 100 or more employees.

____ Fewer than 100 employees.

Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10- 91, Contractor will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee-number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of state and federal law, and shall be construed to be in conformity with those laws.

E. Ethics Code; Conflict of Interest. Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the City of Milton Code of Ethics or any other similar law or regulation. Contractor certifies that to the best of its knowledge no circumstances exist which will cause a conflict of interest in providing the Goods and performing the Services. Contractor and City acknowledge that it is prohibited for any person to offer, give, or agree to give any City employee or official, or for any City employee or official to solicit, demand, accept, or agree to accept from another person, a gratuity of more than nominal value or rebate or an offer of employment in connection with any decision, approval, disapproval, recommendation, or preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefor. Contractor and City further acknowledge that it is prohibited for any payment, gratuity, or offer of employment to be made by or on behalf of a sub-consultant under a contract to the prime contractor or higher tier sub-consultant, or any person associated therewith, as an inducement for the award of a subcontract or order.

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F. Authority to Contract. The individual executing this Agreement on behalf of Contractor covenants and declares that it has obtained all necessary approvals of Contractor’s board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Agreement, if applicable.

G. Nondiscrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, Contractor agrees that, during performance of this Agreement, Contractor, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Contractor agrees to comply with all applicable implementing regulations and shall include the provisions of this paragraph in every subcontract for services contemplated under this Agreement.

H. Responsibility of Contractor and Indemnification of City. Contractor covenants and agrees to take and assume all responsibility for defects in the Goods sold and Services provided in connection with this Agreement. Contractor shall bear all losses and damages directly or indirectly resulting to it and/or City on account of the character of the Goods and the performance of the Services rendered, including without limitation any actual or alleged patent infringement, domestic or foreign, in the use of the Goods. Contractor shall defend, indemnify and hold harmless City and City’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers (individually an “Indemnified Party” and collectively “Indemnified Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the result of an alleged willful, negligent or tortious act or omission arising out of the Services, supply of the Goods, or operations by Consultant, any subcontractor, anyone directly or indirectly employed by Consultant or subcontractor or anyone for whose acts or omissions Consultant or subcontractor may be liable.