ITB 26_PW09_ Holiday Lighting _ Decor Svcs (f.pdf

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Bid Number:

ITB 26-PW09

Project Name Holiday Lighting & Décor Services

Due Date and Time: September 2, 2026 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: 40

ISSUING DEPARTMENT INFORMATION

Issue Date:

August 13, 2026

City of Milton Facilities Division of Public Works Dept.

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-PW09 Name of Company or Firm

Special Instructions:

Deadline for Written Questions August 24, 2026 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 15

Project Specifications 16

Bid Submittal Form 19

Sample Contract Agreement 20

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Invitation to Bid ITB 26-PW09

The City of Milton is requesting bids from qualified parties to provide annual holiday lighting and décor installation at City facilities. Work under this contract will commence on or about October 1, 2026. The term of this Agreement shall be automatically renewed, in accordance with the contract documents, each year for three (3) additional one-year terms.

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

Sealed/electronic bids will be received no later than 2:00 PM Local Time on September 2, 2026. 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.

Questions must also be submitted online in the same manner listed above for bids. Deadline for questions is August 24, 2026, 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 August 26, 2026. 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-PW09) and bid name (Holiday Lighting & Décor Service) 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 August 13, 2026

Deadline for Receipt of Written Questions 5:00 PM on August 24, 2026

Posting of Written Answers by City to Websites on or about August 26, 2026

ITB DUE No Later than 2:00 P.M. on September 2, 2026

Tentative Contract Award (on/about) September 21, 2026

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 19

INFORMATION AND INSTRUCTIONS

The purpose of this solicitation is to enter a unit price “purchasing contract” with one firm to be the primary supplier of the Holiday Lighting & Décor Services, ITB 26-

PW09

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:

(a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, ITB 26-PW09 7 | P a g e 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.

(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.

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(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.

(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.

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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-PW09 Holiday Lighting & Décor Services

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

Holiday Lighting & Décor Services 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 seeking a vendor to provide annual holiday light and décor installation at City facilities. Facilities specified in the lighting scope are included below.

GENERAL CONDITIONS & REQUIREMENTS

1. Objective:

The City of Milton (City) is seeking a qualified contractor to provide holiday lighting and décor material, installation, and removal services for various facilities owned and operated by the City of Milton. The objective of the City is to secure a timely, consistent, and cost-effective contract from one contractor, to provide holiday lighting and décor services.

2. Contractor Knowledge and Experience:

Contractor has previous knowledge and experience with commercial lighting and décor installations. Contractor shall have the necessary personnel and resources to provide services outlined in the scope of work.

3. Materials and Equipment:

Contractor shall provide all material and equipment outlined in the scope of work. This includes, but is not limited to, lights, extension cords, automatic timers, garland, wreaths, bows, ladders, lifts, fasteners, and any other equipment required for the installation.

CONTRACTOR’S RESPONSIBILITIES:

1. Adherence to all Local, State, and Federal Laws and Requirements:

The Contractor shall adhere to all current federal, state, and local laws, codes, and ordinances. The City prohibits smoking inside and at entryways into the city facilities. Contractor is expected to adhere to the prohibition.

2. Safety:

It is the responsibility of the contractor to implement safeguards in compliance with OSHA standards to eliminate accidents, down time, and mistakes, while

Facility Address Milton City Hall 2006 Heritage Walk Fire Station #44 13690 Hwy 9 Broadwell Pavilion 12615 Broadwell Rd Freedom Park 13000 Deerfield Parkway Webb Road - Welcome Sign Hwy 9 & Webb Rd Intersection Liberty Grove – Welcome Sign GA 372 & Liberty Grove Intersection

ITB 26-PW09 17 | P a g e facilitating quality workmanship in adherence to all local, state, and federal laws as applicable. The Contractor shall be responsible for the safety of employees and any unsafe acts or conditions that may cause injury or damage to any persons or property around the work site.

3. Key Personnel:

It is essential that the Contractor provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract.

4. Contractor Provisions:

Provide all supervision, labor, tools, equipment, lights, décor, and services to perform holiday light and décor installation for the City of Milton.

SCOPE OF WORK:

1. Site Installations:

Milton City Hall – 2006 Heritage Walk

• Roofline – 440 ft, C9 light, warm white

• 10 Trees – Wrap trunk and canopy on 10 trees at plaza, mini light, warm white

• Sign – pre lit garland with two (2) bows

Fire Station 44 – 13690 GA-9 Building A

• Roofline – 300 ft, C9 light, warm white

• Wreath - Pre lit 48” wreath, hung on building

• Sign – Pre lit garland with two (2) bows

Broadwell Pavilion – 12615 Broadwell Rd

• Roofline – 66 ft, C9 light, warm white

• Wreath with Bow - Pre lit 72” wreath, hung on building

• Wood Beams – Wrap 3 wood beams, 35 ft each, mini lights, warm white

• Fence – Pre lit garland on fence, 215 ft

• Bows on Fence – Red bow with gold trim on every other post (30 posts total, 15 bows)

• Sign – pre lit garland with two (2) bows

• Tree – Wrap 1 tree with mini lights, warm white

Freedom Park – 13000 Deerfield Parkway

• Fence – Pre lit garland on fence, 390 ft

• Bow on every other fence post (approx. 22)

Webb Road – Welcome to Milton Sign

• Sign – Garland with two (2) bows

Liberty Grove Rd – Welcome to Milton Sign

• Sign – Garland with two (2) bows

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2. Other General Requirements

• Contractor must adhere to all safety standards and OSHA requirements at all times.

• Any equipment required for installation or removal is to be provided by the Contractor. This includes any lifts, ladders, etc.

• Contractor will furnish, install, and remove all equipment and material outlined in this scope.

• All lights will include a timer to turn on at dusk and off at dawn.

• If any lights or material is determined to be faulty, the Contractor will provide a replacement with two (2) business days.

• Installation must take place between November 1st – November 22nd.

• Removal must take place between January 4th and January 22nd.

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BID SCHEDULE: ITB 26-PW09, Holiday Lighting & Décor Services

Item Facility Total Annual Cost per Site 1 Milton City Hall $ 2 Fire Station #44 $ 3 Broadwell Pavilion $ 4 Freedom Park $ 5 Webb Road - Welcome Sign $ 6 Liberty Grove – Welcome Sign $

Annual Total for All Sites (Total cost from rows 1-6) $

Print Total Bid Price (Annual Total for All Sites): $_______________________________

Print Total Bid Price in Words:

(Annual Total for All Sites)

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 CONTRACT – DO NOT RETURN WITH BID SUBMITTAL

PROFESSIONAL SERVICES AGREEMENT

PROJECT NAME

THIS AGREEMENT is made and entered into this_____ day of _____________, 20___

[INSERT DATE] (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 (hereinafter referred to as the “City”), and _____________________ [INSERT FULL LEGAL NAME OF CONSULTANT], a __________________ [INSERT

STATE WHERE CONSULTANT ENTITY WAS FORMED (E.G., GEORGIA) AND THE

TYPE OF ENTITY (E.G., CORPORATION, LIMITED LIABILITY COMPANY,

PARTNERSHIP, ETC.)], (herein after referred to as the "Consultant"), collectively referred to herein as the "Parties."

WITNESSETH:

WHEREAS, City desires to retain Consultant to provide certain services in the completion of a Project (defined below); and

WHEREAS, City finds that specialized knowledge, skills, and training are necessary to perform the Work (defined below) contemplated under this Agreement; and

WHEREAS, Consultant has represented that it is qualified by training and experience to perform the Work; and

WHEREAS, Consultant desires to perform the Work as set forth in this Agreement under the terms and conditions provided in this Agreement; and

WHEREAS, the public interest will be served by this Agreement; and

WHEREAS, Consultant has familiarized itself with the nature and extent of the

Agreement, the Project, and the Work, and with all local conditions and federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of Work.

NOW, THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein, and other good and

ITB 26-PW09 21 | P a g e adequate consideration, the sufficiency of which is hereby acknowledged, the Parties do mutually agree as follows:

I. SCOPE OF SERVICES AND TERMINATION DATE

A. Agreement. The Agreement shall consist of this Professional Services Agreement and each of the Exhibits hereto, which are incorporated herein by reference, including:

Exhibit “A” – City Solicitation Documents Exhibit “B” – Consultant Response/Proposal Exhibit “C” – Scope of Work Exhibit “D” – Contractor Affidavit Exhibit “E” – Subcontractor Affidavit Exhibit “F” – Key Personnel

B. Project Description. The “Project” at issue in this Agreement is generally described as: _________________________________________________________________

[INSERT GENERAL PROJECT DESCRIPTION].

C. The Work. The Work to be completed under this Agreement (the “Work”) includes, but shall not be limited to, the work described in the Scope of Work provided in Exhibit “C”, attached hereto and incorporated herein by reference. Unless otherwise stated in Exhibit “C”, the Work includes all material, labor, insurance, tools, equipment, machinery, water, heat, utilities, transportation, facilities, services and any other miscellaneous items and work necessary to complete the Work. Some details necessary for proper execution and completion of the Work may not be specifically described in the Scope of Work, but they are a requirement of the Work if they are a usual and customary component of the contemplated services or are otherwise necessary for proper completion of the Work.

D. Schedule, Completion Date, and Term of Agreement. Consultant understands that time is of the essence of this Agreement and warrants and represents that it will perform the Work in a prompt and timely manner, which shall not impose delays on the progress of the Work.

The term of this Agreement (“Term”) shall commence as of the Effective Date, and the Work shall be completed, and the Agreement shall terminate, on or before __________________________ [INSERT EXPECTED DATE OF COMPLETION] (provided that certain obligations will survive termination/expiration of this Agreement). If the Term of this Agreement is longer than one 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 [ □ unless this box is checked, in which case the Agreement shall terminate absolutely and without further obligation on the part of City at the end of City’s fiscal year each year of the Term], and further, that this Agreement shall automatically renew on January 1 of each subsequent calendar year [ □ unless this box is checked, in which case the Agreement shall automatically renew on the first day of each subsequent City fiscal year of the Term] absent City’s provision of written notice of non-renewal to Consultant at least five (5) days prior to the end of the then current calendar year [or fiscal year, as applicable]. Title to any supplies, materials, equipment, or other personal property shall remain in Consultant until fully paid for by City.

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II. WORK CHANGES

A. Change Order Defined. A “Change Order” means a written modification of the Agreement, signed by representatives of City and Consultant with appropriate authorization.

B. Right to Order Changes. City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written Change Orders and executed by Consultant and City.

Such Change Orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time to avoid delay or other unfavorable impacts as determined by City in its sole discretion, City shall have the right to determine reasonable terms, and Consultant shall proceed with the changed work.

B. Change Order Requirement. Any work added to the scope of this Agreement by a Change Order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written Change Order duly executed on behalf of City and Consultant.

C. Authority to Execute Change Order. The City Manager has authority to execute, without further action of the Mayor or City Council, any number of Change Orders so long as their total effect does not materially alter the terms of this Agreement or materially increase the Maximum Contract Price, as set forth in Section III(B) below. Any such Change Orders materially altering the terms of this Agreement, or any Change Order affecting the price where the Maximum Contract Price (as amended) is in excess of $50,000, must be approved by resolution of the Mayor and City Council. Amendments shall not result in a variance in price exceeding ten percent of the original contract amount.

III. COMPENSATION AND METHOD OF PAYMENT

A. Payment Terms. City agrees to pay Consultant for the Work performed and costs incurred by Consultant upon certification by City that the Work was actually performed and costs actually incurred in accordance with the Agreement. Compensation for Work performed and, if applicable, reimbursement for costs incurred shall be paid to Consultant upon City’s receipt and approval of invoices, setting forth in detail the services performed and costs incurred, along with all supporting documents requested by City to process the invoice. Invoices shall be submitted on a monthly basis, and such invoices shall reflect costs incurred versus costs budgeted. Any material deviations in tests or inspections performed, or times or locations required to complete such tests or inspections, and like deviations from the Work described in this Agreement shall be clearly communicated to City before charges are incurred and shall be handled through Change Orders as described in Section II above. City shall pay Consultant within thirty (30) days after approval of the invoice by City staff.

B. Maximum Contract Price. The total amount paid under this Agreement as compensation for Work performed and reimbursement for costs incurred shall not, in any case, exceed $________________________[INSERT MAXIMUM CONTRACT PRICE] (the “Maximum Contract Price”), except as outlined in Section II(C) above, and Consultant represents that this amount is sufficient to perform all of the Work set forth in and contemplated by this

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Agreement. The compensation for Work performed shall be based upon ____________

[SPECIFY HOURLY RATE, FLAT FEE, OR OTHER BASIS].

C. Reimbursement for Costs. The Maximum Contract Price set forth in Section III(B) above includes all costs, direct and indirect, needed to perform the Work and complete the Project, and reimbursement for costs incurred shall be limited as follows: [CHECK ONE]

□ There shall be no reimbursement for costs.

□ Long distance telephone and telecommunications, facsimile transmission, normal postage and express mail, and photocopying charges and time shall be billed at cost.

Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be billed at cost plus no more than a 10% administrative burden. Automobile mileage shall be no more than the current deductible rate set by the Internal Revenue Service. In no event shall the total reimbursement for costs incurred during a particular month exceed

______________ [INSERT PERCENTAGE IF BOX CHECKED FOR THIS

PARAGRAPH] percent of the total amount due for Work for that particular month.

IV. COVENANTS OF CONSULTANT

A. Expertise of Consultant; Licenses, Certification and Permits. Consultant accepts the relationship of trust and confidence established between it and City, recognizing that City’s intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the Work in pursuit of the timely and competent completion of the Work undertaken by Consultant under this Agreement. Consultant shall employ only persons duly qualified in the appropriate area of expertise to perform the Work described in this Agreement.

Consultant covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of Consultant by any and all national, state, regional, county, or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Work contracted for under this Agreement. Further, Consultant agrees that it will perform all Work in accordance with the standard of care and quality ordinarily expected of competent professionals 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.). Any additional work or costs incurred as a result of error and/or omission by Consultant as a result of not meeting the applicable standard of care or quality will be provided by Consultant at no additional cost to City. This provision shall survive termination of this Agreement.

B. Budgetary Limitations. Consultant agrees and acknowledges that budgetary limitations are not a justification for breach of sound principals of Consultant’s profession and industry. Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that, in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consultant’s profession and industry, Consultant will give written notice immediately to City.

C. City’s Reliance on the Work. Consultant acknowledges and agrees that City does not undertake to approve or pass upon matters of expertise of Consultant and that, therefore, City

ITB 26-PW09 24 | P a g e bears no responsibility for Consultant’s Work performed under this Agreement. Consultant acknowledges and agrees that the acceptance of Work by City is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Consultant’s performance. Consultant further agrees that no approval of designs, plans, specifications or other work product by any person, body or agency shall relieve Consultant of the responsibility for adequacy, fitness, suitability, and correctness of Consultant’s Work under professional and industry standards, or for performing services under this Agreement in accordance with sound and accepted professional and industry principles.

D. Consultant’s Reliance on Submissions by City. Consultant must have timely information and input from City in order to perform the Work 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.

E. Consultant’s Representative. _____________________ [INSERT NAME] shall be authorized to act on Consultant’s behalf with respect to the Work as Consultant’s designated representative, provided that this designation shall not relieve either Party of any written notice requirements set forth elsewhere in this Agreement.

F. Assignment of Agreement. Consultant 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 City. As to any approved subcontractors, Consultant shall be solely responsible for reimbursing them, and City shall have no obligation to them.

G. Responsibility of Consultant and Indemnification of City. Consultant covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement. Consultant shall bear all losses and damages directly or indirectly resulting to it and/or City on account of the performance or character of the Work rendered pursuant to this Agreement.

Consultant 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 Work, performance of contracted services, 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, regardless of whether or not the act or omission is caused in part by a party indemnified hereunder; provided that this indemnity obligation shall only apply to the extent Liabilities are caused by or result from the negligence, recklessness, or intentionally wrongful conduct of the Consultant or other persons employed or utilized by the Consultant in the performance of this Agreement. This indemnity obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision.

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In any and all claims against an Indemnified Party, by any employee of Consultant, its subcontractor, anyone directly or indirectly employed by Consultant or subcontractor or anyone for whose acts Consultant or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Consultant or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts.

This obligation to indemnify, defend, and hold harmless the Indemnified Party(ies) shall survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions or omissions that occurred during the performance of this Agreement.

H. Independent Contractor. Consultant hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of City. Nothing in this Agreement shall be construed to make Consultant or any of its employees, servants, or subcontractors, an employee, servant or agent of City for any purpose. Consultant agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies and/or materials necessary to complete the Work; hiring of consultants, agents or employees to complete the Work; and the payment of employees, including benefits and compliance with Social Security, withholding and all other regulations governing such matters. Consultant agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. There shall be no contractual relationship between any subcontractor or supplier and City by virtue of this Agreement with Consultant. Any provisions of this Agreement that may appear to give City the right to direct Consultant as to the details of the services to be performed by Consultant or to exercise a measure of control over such services will be deemed to mean that Consultant shall follow the directions of City with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and City may hire additional entities to perform the Work related to this Agreement.

Inasmuch as City and Consultant are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto. Consultant agrees not to represent itself as City’s agent for any purpose to any party or to allow any employee of Consultant to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. Consultant shall assume full liability for any contracts or agreements Consultant enters into on behalf of City without the express knowledge and prior written consent of City.

I. Insurance.

(1) Requirements: Consultant 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 Consultant, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager.

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

(a) Commercial General Liability coverage of at least $1,000,000 (one million dollars) combined single limit per occurrence and $2,000,000 (two million dollars) aggregate for comprehensive coverage including for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom.

(b) Commercial Automobile Liability (owned, non-owned, hired) coverage of at least $1,000,000 (one million dollars) combined single limit per occurrence for comprehensive coverage including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom.

(c) Professional Liability of at least $1,000,000 (one million dollars) limit for claims arising out of professional services and caused by Consultant’s errors, omissions, or negligent acts.

(d) Workers’ Compensation limits as required by the State of Georgia and Employers’ Liability limits of $1,000,000 (one million dollars) per occurrence or disease. (If Consultant is a sole proprietor, who is otherwise not entitled to coverage under Georgia’s Workers’ Compensation Act, Consultant must secure Workers’ Compensation coverage approved by both the State Board of Workers’ Compensation and the Commissioner of Insurance. The amount of such coverage shall be the same as what is otherwise required of employers entitled to coverage under the Georgia Workers’ Compensation Act. Further, Consultant shall provide a certificate of insurance indicating that such coverage has been secured and that no individual has been excluded from coverage.)

(e) Commercial Umbrella Liability Coverage: $ ________________

(_____________) [INSERT AMOUNT OF COVERAGE

REQUIRED, IF ANY, OR STATE “N/A” IF NOT APPLICABLE]

per occurrence shall be provided and will apply over all liability policies, without exception, including but not limited to Commercial General Liability, Commercial Automobile…