Part 3 Cover Scope ATL 24_028 Security.pdf

Part 3

Professional Services Contract

ATL Contract No. 24-028 Park and Ride Lot Unarmed Security Services

PROFESSIONAL SERVICES CONTRACT

FOR

THIS CONTRACT is made and entered into as of _____________, 202__ (“Effective Date”), by and between the ATLANTA-REGION TRANSIT LINK AUTHORITY, a body corporate and politic and an instrumentality and public corporation of the State of Georgia (“ATL”), and ___________________ (the “Contractor”). ATL and Contractor may be referred to individually, as “Party” or collectively, as “Parties.”

WHEREAS, ATL desires to secure a qualified and experienced firm to perform

_________________________ as more fully described in the Request for Proposals # ______ and any addenda thereto and any documents referenced therein (collectively, the “RFP”), and the Contractor’s Response/Proposal and any documents referenced therein (collectively, the “Contractor’s Proposal”); and

WHEREAS, ATL has the authority to make such contracts as the legitimate and necessary purposes of ATL require pursuant to O.C.G.A. § 32-10-63(5); and

WHEREAS, the Contractor has represented to ATL that it is experienced and qualified and willing to provide all of the expertise needed to successfully provide the work and services more fully described in the RFP (collectively, “Services”), WHEREAS, ATL has relied upon such representations and selected the Contractor to furnish the

Services, and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

1. RECITALS. The recitals set forth above are true and correct and are incorporated into this Contract.

2. DEFINITIONS. Any capitalized term not specifically defined in this Contract or in Exhibit D will have the same meanings assigned in the RFP to that term.

3. INCLUSION AND PRIORITY OF DOCUMENTS. The RFP is incorporated herein by reference as Exhibit A. The Contractor’s response to the RFP, including the Statement of Qualifications (and any documents referenced therein), and any other information submitted in response to the RFP, (collectively, the “Response”), which were submitted in response to the RFP, are incorporated herein by reference as Exhibit B. The RFP and the Response are integral parts of this Contract. The RFP, the Response and this Contract (including all amendments, documents, and exhibits referenced in the Contract) shall be collectively referred to as the “Contract Documents” or the “Contract.” In the event of a conflict among the Contract Documents, the Contract Documents herein shall govern the contractual relationship between the Contractor and ATL, and shall control one over another in the following order:

Amendments to the Contract, the Contract, the RFP, and the Response.

4. CONTRACT TERM AND RENEWAL. This Contract shall begin on the Effective Date and shall continue until Insert expiration date of Contract (the “Initial Term”). ATL may elect to renew this Contract on the same terms and conditions for up to three (3) additional renewal periods with a term of up to one (1) year each (each a “Renewal Term”). The renewal of the Contract shall be at the sole discretion of ATL.

5. CONTRACTOR’S RESPONSIBILITIES.

5.1 General. In performing the Services, the Contractor shall use that degree of care and skill ordinarily exercised by other skilled professionals in the field under similar conditions and circumstances. The Services to be performed by the Contractor under this Contract shall encompass and include all detail work, services, materials, equipment, and supplies necessary to provide Services in accordance with the ordinary practices in the industry.

5.2 Personnel. The Contractor shall employ only persons qualified as applicable in the appropriate category of Services to be performed. The Contractor shall use the key personnel set forth in the Response (“Key Personnel”), unless changes to the Contractor’s staff are approved in writing by ATL.

5.2.1 ATL’s Right to Remove. ATL shall have the absolute right to require the Contractor to remove an employee from performing under this Contract for any or no reason. In the event of such removal, Contractor will replace the employee with the appropriate personnel within the time specified by ATL.

5.2.2 Contractor Program Manager. Contractor shall assign a person who shall interface with ATL (“Contractor Program Manager”).

5.2.3 Key Personnel. A significant factor in ATL’s decision to award this Contract to Contractor is the level of expertise, knowledge and experience possessed by employees of Contractor, particularly Key Personnel and Contractor’s agreement to have employees possessing such expertise, knowledge and experience available at all times throughout the Initial Term and each Renewal Term, to assist in the provision of the Services. Throughout the Initial Term and each Renewal Term, Contractor shall employ individuals having significant training, expertise and experience in the areas or disciplines more particularly set forth in the Contract Documents, together with such other areas of expertise, knowledge and experience as may be designated by ATL from time to time during the Initial Term and each Renewal Term. When ATL designates an additional area for which expertise, knowledge and experience shall be required, Contractor shall use all reasonable and diligent efforts to promptly hire and retain one or more individuals possessing such expertise, knowledge and experience. Contractor shall not substitute Key Personnel without the prior written approval of ATL. Any desired substitution shall be noticed to ATL, accompanied by the names and references of Contractor’s recommend substitute personnel.

5.3 Accuracy of Services. The Contractor shall be responsible for the accuracy of the Services and shall promptly correct its errors and omissions without additional compensation from ATL.

Acceptance of the Services by ATL will not relieve the Contractor of the responsibility for subsequent correction of errors, the clarification of any ambiguities, or for the costs associated with any additional work, which may include costs caused by negligent errors in, or negligent omissions from, the reports prepared by the Contractor.

5.4 Interpretation of Information. At any time during the performance of any Services, the Contractor shall confer with ATL for the purpose of interpreting the information obtained and to correct any errors or omissions. These consultations, clarifications, or corrections shall be made without added compensation to the Contractor other than what has been provided for under the terms of this Contract. The Contractor shall give immediate attention to these changes so there will be minimum delay to others.

5.5 Safety. The Contractor shall take all reasonable precautions in the performance of the Services and shall cause its employees, agents and sub-contractors to do the same. The Contractor alone shall be responsible for the safety, efficiency, and adequacy of its Services, and employees, agents and sub contractors, and for any damage that may result from their actions or inactions.

6. PROJECT MANAGEMENT. ATL shall identify a person who shall act as and be ATL’s representative between ATL and the Contractor (“ATL Program Manager”).

7. SUBCONTRACTING AND ASSIGNMENT.

7.1 Assignment. Contractor shall not assign, delegate, sublet or transfer this Contract or any rights under or interest in this Contract without the prior written consent of ATL. The consent of ATL may be withheld for any reason.

7.2 Subcontracting. Nothing contained herein shall prevent Contractor from employing independent professional associates, sub contractors as Contractor may deem appropriate to assist in the performance of Services hereunder. However, Contractor shall not subcontract Services to sub contractors that are different from those sub contractors listed in the Response, without obtaining ATL’s prior written approval, which approval is within ATL’s sole discretion. ATL reserves the right to review all subcontracts prepared in connection with the Contract, and Contractor agrees that it shall submit to ATL any proposed subcontract documents together with subcontractors cost estimates for review and written concurrence of ATL no later than five (5) business days in advance of execution. Any contract between the Contractor and subcontractors shall comply with all pertinent provisions to subcontractor’s responsibilities in connection with the Services of this Contract. ATL’s approval of any assignment, sublet, or transfer shall not release the Contractor of any obligation under this Contract or as otherwise required by Law. All subcontracts in the amount of $10,000.00 or more shall include the provisions set forth in this Contract.

ATL shall have the right to require the Contractor to remove a sub contractor of Contractor from performing under this Contract, if in ATL’s sole opinion, such sub contractor (a) is not performing its portion of the Services satisfactorily, (b) is failing to cooperate as required in the Contract Documents, (c) is posing a security risk to any project or to ATL’s business, (d) is otherwise breaching a term of the Contract Documents that is applicable to that portion of the Services being performed by the sub contractor, or (e) presence on a project is not in the best interest of ATL. In the event of such removal, Contractor will replace the sub contractor with a suitable replacement within the time specified by ATL.

7.3 Contractor Remains Responsible. If Contractor subcontracts any of the Services to be performed under this Contract, Contractor shall be as fully responsible to ATL for the acts, errors, or omissions of Contractor’s sub contractor and of the persons employed by them as Contractor is for the acts and omissions of persons directly employed by Contractor. Contractor shall be obligated to assist ATL in the enforcement of any rights that ATL has against such sub contractor.

Notwithstanding any subcontract or agreement with any sub contractor, Contractor shall be fully responsible to ATL for all of the Services required pursuant to the Contract Documents.

Notwithstanding any provision to the contrary, Contractor shall be responsible to ATL for all terms, conditions, liabilities, and responsibilities under the Contract Documents regardless of whether Contractor or its sub contractors, suppliers, independent contractors, agents or assigns perform any aspect of the Services.

7.4 Mandatory Terms in Subcontracts. Nothing contained in this Contract shall create any contractual relationship between any sub contractor of Contractor and ATL. Any subcontract entered into as a result of this Contract, shall contain all applicable provisions of the Contract Documents that in any way relate to an item of Services that any sub contractor will perform and/or furnish, as well as provisions pertaining to, records, and payment methods. The Contractor shall further ensure that all subcontracts entered into with its sub contractor grant ATL all of the rights and privileges of such subcontract, including but not limited to (so long as ATL is not in default of its obligations under this Contract) ATL’s right to secure materials or services from the sub contractor that might be a part of the sub contractor’s Services, in the event Contractor defaults under the Contract Documents.

7.5 Payments to Sub contractors. Contractor represents and agrees that for the duration of the Initial

Term and each Renewal Term it shall make timely payments for Services properly performed to any sub contractor hereunder and Contractor shall indemnify and hold harmless ATL and the State for any liability for payment claimed by a subcontractor.

7.6 Failure to Comply. Any assignments or subcontracts made in violation of Sections 7.1

(Assignment) and/or 7.2 (Subcontracting) shall be null and void.

8. RELATIONSHIP OF THE PARTIES. Each Party, in the performance of this Contract, shall be acting in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other Party. The employees, agents, partners or contractors of one Party shall not be deemed or construed to be the employees, agents, partners or contractors of the other Party for any purposes. Neither Party shall assume any liability of any type on behalf of the other Party or any of such other Party’s employees, agents, partners or contractors. The Parties expressly understand and agree that Contractor is an independent Contractor of ATL in all manner and respect and that neither Party to this Contract is authorized to bind the other Party to any liability or obligation or to represent in any way that it has such authority. Contractor shall be solely responsible for all payments to its subcontractors, agents, contractors, suppliers, employees, partners or any other parties with which it does business including, but not limited to, paying all benefits, taxes and insurance, including workmen’s compensation insurance, for Contractor’s employees.

9. EMPLOYMENT OF AUTHORITY’S PERSONNEL. Contractor shall not employ any person or persons in the employ of ATL for any work required by the terms of this Contract without the written permission of ATL except as may otherwise be provided for herein.

10. PAYMENT. The maximum not to exceed amount for all Services performed during the Initial Term is

$Insert maximum not to exceed amount., unless otherwise agreed to in writing by ATL.

10.1 General. For full and complete compensation for all work, materials, and Services furnished under the terms of this Contract shall be ser forth in Exhibit C – Contractor’s Rates.

10.2 Payment Obligations of Contractor. Contractor shall pay from the proceeds it receives from ATL its employees, agents, assigns, subcontractors and suppliers who provided any part of the Services.

10.3 Overpayment. In the event an overpayment is made to Contractor under this Contract, Contractor shall immediately refund to ATL the full amount of any such erroneous payment or overpayment following Contractor’s written notice of such erroneous payment or overpayment, as issued by ATL. If Contractor fails to refund the erroneous payment or overpayment within a 30-Day period, ATL shall be entitled to interest at one percent per month on the amount not repaid from the date of overpayment.

10.4 Reduction of Payment for Non-Conforming Services. If any defined action, duty or service or other item of Services required by the Contract Documents is not performed by the Contractor in accordance with the requirements of the Contract Documents, the value of such action, duty or service or other item of Services will be determined by ATL and deducted from any invoice claiming such items for payment. If the Services or part thereof has been completed and is not in conformance with the Contract Documents, the Contractor will be notified and given the opportunity to correct any deficiencies within a time certain. Payment (for the non-conforming Services) will be withheld by ATL from any invoice until such time as the Services is corrected in accordance with the Contract Documents.

10.5 Withholding Payments. ATL reserves the right to withhold payment or payments in whole or in part, and to continue to withhold any such payments for Services not completed or not completed in accordance with the Contract Documents. ATL may withhold all or part of any amounts due Contractor to protect ATL from a loss, including but not limited to, losses caused by the following: (a) failure or alleged failure of Contractor to make proper payments to its subcontractors for Services; (b) failure of Contractor to carry out/or remedy the Services in accordance with the Contract; or (c) Contractor’s breach of warranties. Any and all such payment previously withheld shall be released and paid to Contractor promptly when the Services is subsequently performed in accordance with

10.6 Payment not Acceptance. Payment or use of any Services or portions thereof by ATL shall not constitute an acceptance of any Services not performed in accordance with the Contract Documents.

10.7 Net 30 Days. Provided all the conditions in Section 10 (Payment) have been met to ATL’s satisfaction, and Contractor is not otherwise in breach of this Contract, ATL agrees to pay Contractor in accordance with ATL’s normal processes and procedures for all undisputed amounts within thirty (30) Days of the later of a review, if any, undertaken by ATL pursuant to Section 17.1 (Review of Services) or ATL’s receipt of a valid invoice. If ATL objects to any invoice submitted by Contractor, ATL shall advise Contractor in writing giving reasons therefor within fourteen (14) business days of receipt of such invoice. If any invoice submitted by Contractor is disputed by ATL, only that portion so disputed may be withheld from payment.

10.8 Invoicing. The Contractor shall deliver to ATL an audit-worthy invoice on a monthly basis by the tenth (10) Day of the month following the month in which Services was performed. The Contractor shall submit separate invoices as each Services is completed. The Contractor agrees to provide an accompanying GPS tracking report for each designated park and ride lot for the applicable billing period in a format acceptable to ATL which will outline in written and, if requested, graphic form the various phases and the order of performance of the Services in sufficient detail so that the progress of the Services can easily be evaluated. ATL will be entitled at all times to be advised at its request as to the status of Services being done by the Contractor and the details thereof.

Contractor shall also provide the following with each invoice: all other documents, records, correspondence, and deliverables which Contractor and other persons performing the Services are required to provide ATL under the Contract.

All invoices shall reference ATL Contract No. 24-028. The applicable invoice addresses for ATL is as follows:

Atlanta-Region Transit Link Authority Attn: Accounts Payable 245 Peachtree Center Avenue, NE, Suite 2200 Atlanta, GA 30303-1426 Email: einvoices@srta.ga.gov

10.9 Late Fees. ATL shall not be liable for late fees, collection fees, attorney’s fees, interest, or other fees incurred by the Contractor as a result of non-payment or a delay in payment by ATL.

10.10 Right to Set-Off. ATL may retain any set off amount owed to it by Contractor, as determined pursuant to Section 22 (Dispute Resolution).

10.11 Full Compensation. All Services performed by the Contractor in meeting the requirements of the Contract Documents shall be paid as set forth herein, which shall constitute full compensation for the Services, including but not limited to: (a) the cost of all insurance and bond premiums, home office, job site and other overhead, and profit relating to Contractor’s performance of its obligations under this Contract; (b) the cost of performance of each and every portion of the Services (including all costs of all Services provided by subcontractors and suppliers); (c) the cost of obtaining all governmental approvals and all costs of compliance with and maintenance of such governmental approvals; (d) all risk of inflation, currency risk, interest and other costs of funds associated with the progress payment schedule for the Services as provided herein; and (e) payment of any taxes, duties, permits and other fees and/or royalties imposed with respect to the Services and any Equipment, materials, supplies, documentation, labor or services included therein.

10.12 Overtime. Unless otherwise authorized in writing by ATL, no premium pay or overtime will be paid by

ATL.

10.13 Costs and Expenses. Contractor will not be reimbursed for any out-of-pokcet expenses that are incurred in connection with the performance of the Services, including, but not limited to, any travel, air fare, meals, ground transportation, parking, communication, reproduction, and other such incidental costs. ATL will not reimburse Contractor for time spent or costs incurred traveling to and from and Park and Ride lot, ATL’s office, and Contractor’s office. ATL will not withhold any taxes on amounts paid to Contractor, and all federal, state, and local taxes will be Contractor’s responsibility to pay. ATL will not reimburse Contractor for any such taxes.

10.14 Covenants against Contingent Fees. The Contractor shall comply with the relevant requirements of all federal, state and local laws in effect as of the date hereof. The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the Department shall have the right to annul this Contract without liability or, in its discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

10.15 DBE Compliance. Where Contractor has indicated its intent to perform some or part of the

Services as a Disadvantaged Business Enterprise “DBE” Subcontractor in the Contractor Proposal, Contractor shall be required to submit to ATL a completed notice of intent to perform as a DBE subcontractor, as set forth in Exhibit G - ATL Notice of Intent to Perform as Subcontractor Form. Thereafter, for any invoice submitted to ATL, Contractor shall comply with and submit the necessary DBE participation form, where applicable, and as set forth in Exhibit H - ATL DBE/SBE Participation and Subcontractor Payment Report Form. Upon the completion of all Services of the Contract, Contractor must complete and submit to ATL Exhibit I – DBE/SBE Subcontractor Utilization Closeout Report.

11. PROCESS. ATL will order from Contractor, all or a portion of the Services as such Services, in ATL’s sole opinion, is needed. The expected project deliverables are set forth in Exhibit E (Scope of Services), or as otherwise included in any task order. All task orders shall be subject to the terms and conditions of

11.1 Project Schedule. The performance time of each Service shall be set in Exhibit E (Scope of

Services) or as otherwise included in any task order, as applicable. Any Services performed before or after the time set forth in Exhibit E (Scope of Services) or as otherwise included in any task order will be ineligible for payment. Unless an extension of time is granted by ATL pursuant to Section 11.2 (Time Extensions) of this Contract, Contractor will successfully, fully and entirely complete and otherwise perform all Services as required in the Contract Documents.

11.2 Time Extensions. ATL will only grant an extension of time if the Contractor is delayed in the progress of the Services by (i) any act or neglect of ATL, (ii) an event listed in Section 28.4 (Time of the Essence; Force Majeure), or (iii) other governmental actions. If and when such event occurs, then the time of completion set forth shall be extended for such time equal to the time lost as a result of the delay. The Contractor expressly agrees that the Contractor’s sole and exclusive remedy for such delay shall be an extension of time within which to perform the affected Services and that the Contractor shall not be entitled to any damages and shall make no demand for any damages. No such extension shall be made for delay occurring more than ten

(10) days before claim thereof is made in writing to ATL. In the case of a continuing case of delay, only one claim is necessary, but no claim for a continuing delay shall be valid unless the Contractor, within ten (10) days from the cessation of the delay, shall have given notice in writing to ATL as to the amount of additional time claimed.

In the event time for performance of a scheduled Services expires and the Contractor has not requested or if ATL has denied an extension of the completion date, Contractor must nevertheless continue Services until the same is complete. No payment shall be made for Services performed after the expiration of the Service completion date except where a time extension has been executed by both Parties in accordance with Section 11.2.

12. INDEMNIFICATION.

12.1 General Liability. The Contractor shall be responsible to ATL for those costs, expenses, liabilities, allegations, claims, bodily injuries, including death, or damage to real or personal property, arising out of or resulting from any wrongful and/or negligent act or omission, the breach of contract, the failure to perform, or other default regarding the Services by the Contractor, its employees, agents, or any of its subcontractors or others working at the direction of the Contractor or on its behalf.

12.2 General Indemnification. Contractor hereby agrees to indemnify and hold harmless ATL, the state of Georgia and its departments, authorities, agencies and instrumentalities and all of their respective officers, members, employees and directors (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including reasonable attorneys' fees, due to Contractor’s liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the negligent performance of this Contract or any negligent act, error, or omission on the part of the Contractor, its agents, employees, subcontractors or others working at the direction of Contractor or on its behalf, or due to any breach of this Contract by the Contractor, or due to the application or violation of any pertinent Federal, State or local law, rule or regulation by the Contractor or its sub contractors. This indemnification extends to the successors and assigns of the Contractor. This indemnification obligation survives the termination of the Contract and the dissolution or, to the extent allowed by law, the bankruptcy of the Contractor. If and to the extent such damage or loss (including costs and expenses) as covered by this indemnification is paid by the State Tort Claims Trust Fund, the State Authority Liability Trust Fund, the State Employee Broad Form Liability Fund, the State Insurance and Hazard Reserve Fund, and other self-insured funds (all such funds hereinafter collectively referred to as the "Funds") established and maintained by the State of Georgia Department of Administrative Risk Management Division (hereinafter “DOAS”) the Contractor agrees to reimburse the Funds for such monies paid out by the Funds.

12.2.1 DOAS. Risk Management will endeavor to notify affected insurers of claims made against the State that fall within this indemnity. In the event of litigation, ATL will request the Attorney General to endeavor to keep the Contractor and its general liability insurer as named on the insurance certificate informed regarding the claims and settlement.

12.2.2 Obligations Not Mutually Exclusive. The Contractor’s obligations under this Section are in addition to Contractor’s obligations under Section 13 (Insurance).

12.3 Disclaimer of Consequential Damages. Notwithstanding any provision to the contrary, in no event shall either Party be liable to the other Party for any incidental, consequential, special, exemplary or indirect damages, lost business profits or lost data arising out of or in any way related to this Contract.

13. INSURANCE.

13.1 Insurance Certificates. The Contractor shall procure the insurance coverages identified below at the Contractor’s expense and shall furnish ATL an insurance certificate listing ATL, their respective Board of Directors, officials, agents and employees as the certificate holder and an endorsement listing ATL as an additional insured on the commercial general liability and business automobile policies. Evidence of insurance coverages shall be provided on the form acceptable to ATL and the Georgia Office of the Insurance Commissioner. The insurance certificate must provide the following:

13.1.1 Name and address of authorized agent

13.1.2 Name and address of insured

13.1.3 Name of insurance company(ies)

13.1.4 Description of policies

13.1.5 Policy Number(s)

13.1.6 Policy Period(s)

13.1.7 Limits of liability

13.1.8 Name and address of ATL as certificate holder

13.1.9 Project Name and Number

13.1.10 Signature of authorized agent

13.1.11 Telephone number of authorized agent

13.1.12 Mandatory thirty (30) Day notice of cancellation or non-renewal (except ten (10) Days for non-payment).

13.2 Insurer Qualifications, Insurance Requirements. Each of the insurance coverages required below (i) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be an insurer (or, for qualified self-insureds or group self- insureds, a specific excess insurer providing statutory limits) with a Best Policyholders Rating of "A-" or better. Each such policy shall contain the following provisions:

13.2.1 Written Notice of Changes. The Contractor shall notify ATL upon the cancellation of any insurance affecting this Contract. Such notice shall be valid only as to the Project as shall have been designated by Project Number and Name in said notice. Contractor shall provide written notice of any changes to the policy to ATL within three (3) Business Days of Contractor’s receipt of notice of any changes or proposed changes from the insurance company.

13.2.2 Separation of Insureds. The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, employees, agents or other representatives.

13.2.3 Representation by Georgia Attorney General. Each Insurer is hereby notified that the statutory requirement that the Attorney General of Georgia shall represent and defend the Indemnities remains in full force and effect and is not waived by issuance of any policy of insurance. In the event of litigation, any settlement on behalf of the indemnities must be expressly approved by the Attorney General. The Contractor and its insurance carrier may retain, but are not obligated to retain, counsel to assist with the defense of the Indemnities, in which case there will be mutual cooperation between the Attorney General and such counsel. See O.C.G.A. § 45-15-12.

13.2.4 Deductibles. All deductibles shall be paid for by the Contractor.

13.3 Required Insurance Coverages. From insurers rated at least A– by Best’s and registered to do business in the State of Georgia, the Contractor shall provide the following kinds of insurance in the minimum amount of coverage set forth below. Failure to maintain the insurance policies as required by this Contract or to provide evidence of renewal is a material breach of the Contract. ATL reserves the right to require redacted copies of all insurance policies and endorsements required by this Contract at any time.

13.3.1 Workers' Compensation and Employer's Liability. Statutory coverage shall be maintained for Worker’s Compensation as required by the laws of the State of Georgia.

13.3.2 Commercial General Liability Insurance. Commercial General Liability Insurance of at least $2,000,000 per occurrence $4,000,000 aggregate, including Automobile. The Contractor shall require its sub-contractors to maintain Commercial General Liability insurance with business automobile liability coverage with companies and limits as stated above.

13.3.3 Business Automobile Liability Insurance. Business Automobile Liability Insurance for bodily injury and property damage caused by hired, owned, leased, or rented automobiles rented by Contractor with limits of at least $1,000,000 combined single limit each accident.

13.3.4 Professional Liability (Errors and Omissions) Insurance. Limits shall not be less than the following:

• For Professionals – $1,000,000 per claim and $1,000,000 in aggregate coverage;

• For Other Contractors – $1,000,000 per claim and $1,000,000 in aggregate coverage.

• The Contractor shall maintain professional liability insurance that shall be either a practice policy or project-specific coverage. Professional liability insurance shall contain prior acts coverage for services performed by the Contractor for this Project. If project-specific coverage is used, these requirements shall be continued in effect for two years following issuance of the Certificate of Final Completion for the Project.

13.4 Insurance Premiums and Deductibles. The Contractor shall pay the insurance premiums and shall be responsible for payment of all deductibles and self-insured retention.

13.5 Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the obligation to insure as provided herein shall not terminate until the expiration or other termination of the Contract.

13.6 Failure of Insurers. The Contractor is responsible for any delay resulting from the failure of his insurance carriers to furnish proof of proper coverage in the prescribed form.

13.7 Ongoing Coverage. Contractor is responsible for tracking insurance coverages for itself and its subcontractors, for ensuring that coverages remain in force throughout the duration of the Contract, and for demonstrating to ATL ongoing compliance with this Section 13.

13.8 General. The Contractor’s obligations under this Section are in addition to Contractor’s obligations under Section 12 (Indemnification).

13.9 Waiver of Subrogation. There is no waiver of subrogation rights by either party with respect to insurance.

13.10 Additional Insured Endorsement. ATL shall be named as an additional insured on all required insurance except for Worker’s Compensation and Professional Liability insurance and a copy of each policy endorsement shall be provided with each insurance certificate.

14. ADDITIONAL CONTRACTOR RESPONSIBILITIES AND REPRESENTATIONS. The

Contractor represents to ATL and agrees that throughout the Initial Term and each Renewal Term that:

14.1 Licenses. The Contractor has and will maintain and keep in full force and effect during the term of the Contract all required licenses, certifications, and permits necessary to perform all or part of the Services; and

14.2 Organization. The Contractor is authorized to do business in the State of Georgia;

14.3 Authorization by Contractor. The Contractor has authorized the execution, delivery, and performance of this Contract;

14.4 Authorization of Signer. The person signing this Contract has been duly authorized by Contractor to execute and deliver same;

14.5 Valid Contract. This Contract is valid, enforceable, and legally binding obligation of the Contractor;

14.6 Cooperation. Contractor shall fully cooperate with ATL, ATL-designated Representatives, ATL’s other contractors and vendors, and any other governing authority, in furnishing all the Services required by the Contract Documents.

14.7 Services/Labor. All deliverables, documentation, Services, services and labor shall (a) conform to the performance, capabilities, accuracy, completeness, characteristics, specifications, configurations, standards, and functions required by the Contract Documents, and (b) be performed on time, and in a workmanlike manner, and in accordance with the standard of care and skill exercised by other providers of similar labor and services under similar circumstances at the time the labor and services are provided.

14.8 Intellectual Property. As used in this Contract, “Intellectual Property” shall mean any and all know-how, inventions, patents, copyrights, models, designs, trademarks, trade dress, trade secrets, discoveries, regulatory filings, or other information (whether or not patentable and whether or not in tangible or intangible form), and any other industrial or proprietary rights, and any documentation relating thereto, and any and all applications for any of the foregoing, whether or not registered as of the Effective Date or at any later date. Contractor represents that Contractor, its agents, employees, subcontractors, and assigns will neither violate nor in any way infringe upon the Intellectual Property rights of ATL or of any other third party.

15. COOPERATION. ATL shall be entitled to full and prompt cooperation of the Contractor in all aspects of the Services. Contractor shall also fully and promptly cooperate with ATL’s Contractors, vendors, and other contractors and other governmental entities, all as directed by ATL. Such cooperation shall include attendance at meetings, discussions, and hearings, as may be requested by ATL, furnishing plans and other data produced in the course of Services for ATL projects, as may be requested from time to time by ATL to effect such cooperation, and compliance with all directives issued by ATL. In the event the Contractor deems that any other of ATL’s contractors/vendors or other third parties is delaying the Services or otherwise interfering with the Services, Contractor shall immediately notify ATL in writing of this matter, including a detailed explanation of such delay so that ATL may investigate the issue and assist with a resolution. Contractor’s failure to furnish a detailed written notification within seven (7) business days after any contractor, vendor, and/or other third party first failed to cooperate with Contractor or otherwise improperly performed their work, shall result in ATL’s denial of any future claim by Contractor that such third party failed to properly perform their work or failed to cooperate with Contractor and Contractor shall be deemed to have waived such claim and Contractor shall be held to any applicable requirement under the Contract Documents that Contractor alleges is affected thereby.

16. REVIEW/AUDITS.

16.1 Review of Services. ATL and ATL-designated Representatives, may at all reasonable times have access to review and inspect the Contractor’s activities and data collected under the terms of the Contract Documents. All books, documents, plans, papers, records, reports, drawings, studies, specifications, estimates, maps and computations, prepared by or for the Contractor under the terms of the Contract Documents, shall be available to ATL and ATL-designated Representatives for inspection and review at all reasonable times in ATL’s offices. Acceptance of any Services by ATL shall not relieve the Contractor of its obligation to correct, at its expense, any of its errors in the Services.

16.2 Records Retention. The Contractor and any sub contractors shall keep available for inspection and maintain all books, documents, papers, accounting records, and evidence pertaining to costs incurred as a result of the performance of Services under the Contract Documents and make available at all reasonable times to ATL and the State, for a period of five years after receipt of final payment. Notwithstanding the preceding sentence, if any litigation, claim, or audit arising out of, in connection with, or related to this Contract is initiated before the expiration of the five-year period, the cost records and accounts shall be retained until such litigation, claim or audit involving the records completed. Copies of these documents and records will be furnished to ATL upon request and may be audited by ATL-designated Representatives.

16.3 Audit. ATL or ATL-designated Representatives may audit Contractor’s books and records and perform any other review necessary in order to determine the accuracy of any Contractor Invoice upon reasonable prior notice and during business hours. In the event such an audit reveals that ATL was overcharged by five (5%) percent or more during the time period covered by the audit, then Contractor shall pay for all costs and expenses incurred by ATL or ATL-designated Representatives in performing such audit.

17. OWNERSHIP OF DOCUMENTS. The Contractor agrees that all reports, drawings, studies, specifications, estimates, maps, computations, computer files and other data, prepared pursuant to the Contract Documents shall be delivered to, become and remain in the property of ATL upon the earlier of termination or completion of the Services. ATL shall have the right to use same without restriction or limitation and without compensation to the Contractor other than that provided for in this Contract. Any use of these documents by ATL on any project other than the project which was the subject of the applicable Service under which the documents were prepared shall be done without liability by the Contractor.

Notwithstanding the above, if any of this Services is based on Intellectual Property owned by Contractor prior to the Effective Date (“Contractor Intellectual Property”), than all such reports, drawings, studies, specifications, survey notes, estimates, maps, computations, computer files and data, prepared pursuant to the Contract Documents shall be delivered to, become and remain in the property of ATL with the exception of such Contractor Intellectual Property, for which Contractor hereby grants ATL an irrevocable, non-exclusive, non-transferable and royalty free license to use such Contractor Intellectual Property.

Contractor shall not publish or make public any of the Services or by-products therefore unless required by law or authorized in writing by the Executive Director of ATL. In such case Contractor shall notify ATL as far in advance as possible to allow ATL, if it deems appropriate, to seek legal redress to prevent such publications.

18. INTELLECTUAL PROPERTY

18.1 Work Made for Hire. To the extent possible, any papers, interim reports, forms, and other material which are a part of the Services specifically developed and created by Contractor pursuant to the Contract Documents shall be deemed a "work made for hire" for ATL, with ATL being deemed the author thereof with all rights, title and interest in all such Services and other work product owned by ATL (collectively, “Work Product”). In the event that any such Work Product is deemed not to be a work made for hire for ATL, then with the exception of any pre-existing Intellectual Property rights owned by Contractor that were used in performing the Services, Contractor hereby irrevocably assigns to ATL all right, title and interest in all such work including, without limitation, all Intellectual Property rights with respect thereto, and further agrees to execute and deliver such other and further assignments, certificates of originality and other documents and instruments as reasonably requested by ATL in order for ATL to evidence and perfect its ownership of all rights with respect thereto. Contractor acknowledges and agrees that the provisions of this Section apply regardless of any disputes, payment issues or other claims that may exist between the Parties, and that ATL’s ownership of all rights with respect to such Work Product is unconditional. Such Work Product shall include any and all modifications, improvements, adaptations, revisions, updates, releases, new versions, derivative works, and documentation (including any specifications, copies, notes, summaries or analyses) comprising, based on, derived from, or related to any work made for hire, including any of the foregoing that is conceived, discovered, invented, created, developed or made by Contractor or its subcontractors (Contractor and its subcontractors shall be referred to as “Contractor Parties”).

None of the Contractor Parties shall have any proprietary interest in such Work Product. The Contractor Parties shall not assert any ownership interest or conditions to executing assignments and other documents to evidence and perfect ATL’s ownership of all rights in and to same, and any claims that the Contractor Parties may have against ATL shall exclude claims challenging ATL’s ownership of same. In the event this Contract is terminated, all Work Product whether completed or not shall be delivered to ATL within ten (10) Days from the date of termination.

To the extent any Contractor Intellectual Property is incorporated into any Services, then Contractor agrees to and does hereby grant to ATL and to the State an irrevocable, non-exclusive, non-transferable and royalty-free license to use such Intellectual Property.

18.2 Ownership of Data/Security. All data, records and operations history information in any way relating to ATL, its customers or a Contract, and/or Contract Amendment shall remain the property of ATL at all times during the Contract and after Contract termination for whatever reason.

19. TERMINATION.

19.1 Termination for Cause. Upon an Event of Default as defined in Section 23.1 (Event of Default), ATL may, in its sole discretion, terminate this Contract, in whole or in part. Termination shall take effect on the date set forth in ATL’s notice to Contractor, which shall be no less than fifteen (15) Days after the date of such notice, provided, however, that Contractor shall have an opportunity to cure upon receipt of such notice for any such alleged Event of Default, or to submit a plan for cure acceptable to the ATL, except in the case of financial improprieties, fraud or other criminal activity on Contractor’s part in which case, termination shall be effective immediately upon notification.

Upon such termination, ATL will have the right to appropriate or use any or all Services (whether or not complete) as ATL determines. Upon such termination ATL shall not be required to pay Contractor any amounts for Services performed prior to the date of termination for which payment may be due and owing but not yet paid (“Remaining Payment”). In the event ATL’s expenses incurred or anticipated to be incurred as a result of Contractor’s breach are less than the Remaining Payment, ATL shall remit such differential to the Contractor. In the event ATL’s expenses incurred or anticipated to be ATL as a result of Contractor’s breach exceed the Remaining Payment, including any costs of ATL incurred by any delay (or from any reason attributable to the delay) then Contractor shall within five (5) Days written notice from ATL, make payment of the differential to ATL. In addition to the rights and remedies in this Section, ATL shall have all other rights and remedies against Contractor which are available at law or in equity. The Contractor acknowledges that the remedy set forth in this Section is the Contractor’s sole and exclusive remedy against ATL for termination for cause and Contractor hereby waives all other rights and remedies it may have against ATL, whether at law or in equity.

19.2 Termination for Convenience. ATL may terminate this Contract, in whole or in part, for convenience upon five (5) business days before the effective date of such termination. Contractor will be paid for all Services performed in accordance wi th the t e rms and condi t ions of th i s Cont rac t prior to termination, less amounts due ATL pursuant to the Contract Documents.

All Services performed shall remain the property of ATL. ATL shall not be responsible to Contractor for, and Contractor hereby waives any right to, any other costs, fees and expenses of any nature whatsoever including, but not limited to, administrative fees, legal fees, costs to set up or shut down operations, salary, overhead, or any other cost or expense, whether direct or indirect, whether foreseen or unforeseen. The Contractor acknowledges that the remedy set forth in this Section is the Contractor’s sole and exclusive remedy against ATL for termination for convenience and Contractor hereby waives all other rights and remedies it may have against ATL, whether at law or in equity.

19.3 Termination in General. Under no circumstances shall a proper termination by ATL (with or without cause) constitute a default by ATL. In the event of a termination for convenience or for cause ATL shall notify Contractor of such action and with instructions as to the effective date of termination or suspension, in accordance with the time frames set forth in this Section. In the event of a termination for convenience or for cause, Contractor shall comply with the terms and conditions of Section 24.2 (Transition). Contractor shall not be paid for, and Contractor hereby waives any claim to special, indirect, consequential or undocumented expenses, lost profit, overhead or any other type of payment (except payment for satisfactory Services actually performed in accordance with the Contact) regardless of the reason for termination. Contractor shall not be liable for any errors or omissions contained in deliverables which are incomplete as a result of suspension or termination where Contractor is deprived of the opportunity to complete Contractor’s Services.

19.4 Compliance with Contract. Contractor shall comply with all of the terms and conditions of the Contract Documents including, but not limited to, the provisions of Section 24 (Cooperation, Transition of Services, and End of Contract Responsibilities), in the event ATL exercises any of its rights under this Section.

20. CHANGES IN CONTRACTOR ORGANIZATION. The Contractor shall notify ATL in writing within five (5) Business Days upon any action that changes Contractor’s corporate structure, including company mergers, company acquisitions, changes in corporate names, changes in corporate officers, changes in corporate governing structure, and similar relevant information. Such notification shall identify how the change in corporate business structure will impact ATL, including payments to the Contractor, and Contractor shall identify how these impacts to ATL will be mitigated.