Request for Proposals

RFP #2023-003

HOUSING STUDY

BID MANUAL

City of Tucker 1975 Lakeside Parkway, Suite 350

Tucker, Georgia 30084

City of Tucker Request for Proposal

RFP# 2023-003 HOUSING STUDY

INTRODUCTION

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The City of Tucker is requesting proposals for a data driven housing study which will help decision makers, stakeholders, and community members develop a meaningful sense of the current state of our local housing market. This will be the first of a two-phase process which will ultimately identify recommendations and next steps to address housing needs identified by the data obtained.

SCOPE OF WORK: Refer to Exhibit A.

PRE-PROPOSAL CONFERENCE (optional): The pre-bid conference will be Tuesday, January 10. 2023 at 3:00 PM at City Hall (1975 Lakeside Parkway, Suite 350, Tucker, GA 30084) or via Zoom https://us02web.zoom.us/j/86723626663?pwd=eUNvOWNjaS9rZVVkdFM4Z3FGZmhLUT09 Meeting ID: 867 2362 6663 Passcode: 479794

QUESTIONS: Submit in writing to procurement@tuckerga.gov reference RFP #2023-003

ADDENDA: Responses to the questions received will be by addenda and will be posted on the City website www.tuckerga.gov. The signed acknowledgement issued with the addendum must be submitted with the proposal. It is the offeror’s responsibility to verify if any addenda were created.

SUBMITTAL REQUIREMENTS: Submit an electronic copy of the full proposal to procurement@tuckerga.gov no later than January 31, 2023, at 12:00pm. Be sure to name the proposal file with RFP #2023-003 and your company name.

BID TABULATION: A listing of submittals will be posted on the City’s website: www.tuckerga.gov

BID ACTIVITY SCHEDULE

Release of RFP Tuesday, January 3, 2023 Pre-Proposal Conference Tuesday, January 10, 2023, at 3:00 PM Deadline for Questions Tuesday, January 17, 2023, at 5:00 PM EST Responses to Questions Posted Thursday, January 19, 2023, by 5:00 PM EST Deadline for Proposals Tuesday, January 31, 2023, at 12:00pm PM EST Interviews (if necessary) Week of February 12, 2023 Anticipated Award March 13, 2023

Your response must be received by the date and time specified. (Addenda will show any schedule updates) Late receipt of RFPs will not be considered regardless of postmark/carrier or email issues.

Proposals received after the opening time will be filed unopened. The City of Tucker reserves the right to reject any and all proposals or any part thereof, to waive any formalities or informalities, to make an award, and to re-advertise in the best interest of the City. No proposals received orally/phone.

https://us02web.zoom.us/j/86723626663?pwd=eUNvOWNjaS9rZVVkdFM4Z3FGZmhLUT09 mailto:procurement@tuckerga.gov http://www.tuckerga.gov/ mailto:procurement@tuckerga.gov http://www.tuckerga.gov/

City of Tucker RFP #2023-003 Housing Study

BID DOCUMENT SUBMITTAL REQUIREMENTS:

1. Full Proposal including evidence of experience (case studies), personnel experience and understanding of the magnitude of the task.

2. Lump Sum Cost Proposal

3. W-9 Form (provided)

4. Certificate of Insurance

5. Contact Information Form (provided)

6. Acknowledgement of Addendum issued with each Addendum

7. E-Verify Affidavit form (provided)

EXHIBIT A

City of Tucker Request for Proposal

RFP# 2023-003-Housing Study

Purpose The City of Tucker is requesting proposals for a data driven housing study which will help decision makers, stakeholders, and community members develop a meaningful sense of the current state of our local housing market. This will be the first of a two-phase process which will ultimately identify recommendations and next steps to address housing needs identified by the data obtained.

Background The City of Tucker is approximately 20.4 square miles and is located in the northeastern portion of DeKalb County. The city is one of the largest incorporated areas land wise within DeKalb County and has a population of approximately 38,417. Tucker has a unique housing stock with more than half of the homes in the city being constructed between 1960-1979, and over 60% of the housing stock being constructed prior to 1980. Since incorporation in 2016, fifteen new neighborhoods (SFD and/or SFA) have been developed (completed and under construction). Two new multifamily developments have also been constructed, with two more currently in the permitting stage.

Project Objectives (include but are not limited to)

• Examine Tucker’s housing conditions by looking at data relating to available housing stock and cost.

• Provide an overview of essential demographic and economic data to serve as the foundation to understanding Tucker’s housing market, including housing expenditures.

• Complete a residential supply assessment.

• Review and analyze residential development data/trends since the city incorporated in

2016.

• Analyze livability of existing housing stock, specifically older multifamily developments and extended stay hotels.

• Provide data on senior housing, accessible dwelling units, build to rent products, and institutionally owned rental housing within the City of Tucker.

• Survey existing residents on their housing options, characteristics, concerns, needs, etc.

• Housing inventory should look at housing options within a one-to-two-mile radius of the

City of Tucker, including potential areas for annexation.

• Provide peer city comparison data.

• Provide estimate for housing production potential within the City of Tucker.

• Identify key trends driving demand for housing in Tucker.

Resources

• Housing Density Study, June 2018

• Census Data; American Community Survey

• BS&A Permitting Data

Public Engagement/Meetings

• Online community survey

• Two in-person community meetings

• In-person/field inventory of housing

• Up to 3 public meetings with Mayor and City Council, including work sessions

Deliverables

• Completed housing study

• Maps identifying key findings

Evaluation and Selection Criteria The city will review all proposals submitted. The city, in its discretion, may award the Contract to the responsible and responsive proposer submitting the proposal which is deemed to be the most advantageous to the city, price and other factors being considered. The following are the evaluation criteria the city will consider in determining which proposal is most advantageous to the city:

1. Project Understanding and Approach – 40 points Successful proposers will demonstrate an understanding of the magnitude of the task, the constraints, and the desired outcomes for the project.

2. Similar Experience – 30 points Successful proposers will have experience completing similar projects which should be demonstrated by providing case studies (of no more than two pages a piece) describing three projects that best match the scope and desired outcomes for this project. Each case studies should highlight any similarities to the proposed Tucker project. For each case study, a reference and contact information should be provided. The city may request samples of the comparative works during the proposal review process.

3. Project Personnel – 20 points Successful proposers will provide information on personnel to be assigned to this project. Personnel should have experience from similar projects and/or in fields necessary to complete the proposed scope of work.

4. Pricing – 10 points Successful proposers will provide their most competitive pricing.

Contact Information Form

Please fill out this sheet with the appropriate contact information for your company.

Full Legal Name of Company:

Contractor Information:

Primary Contact Person:

Title:______________________________Telephone Number:

Secondary Contact Person:

Title:______________________________Telephone Number:

Address:

City / State / Zip:

Mailing Address (If different than above):

City / State / Zip:

E-mail Address:

Federal Employee ID Number (FEIN):

REVISED 10.25.2022

GEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT AFFIDAVIT

GEORGIA E-Verify and Public Contracts: The Georgia E-Verify law requires contractors and all sub-contractors on Georgia public contract (contracts with a government agency) for the physical performance of services over $2,499 in value to enroll in E-Verify, regardless of the number of employees.

Contractor Name:

Solicitation/Bid number or Project Description:

By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, entity or corporation which is engaged in the physical performance of services under a contract on behalf of the City of Tucker, Georgia 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 as required by O.C.G.A. § 13-10-91(b) and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present and affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows:

Federal Work Authorization User Identification Number Date of Authorization (EEV/E-Verify Company Identification Number)

Name of Contractor

I hereby declare under penalty of perjury that the foregoing is true and correct

Printed Name (of Authorized Officer or Agent of Contractor) Title (of Authorized Officer or Agent of Contractor)

Signature (of Authorized Officer or Agent) Date Signed

SUBSCRIBED AND SWORN BEFORE ME ON THIS THE

DAY OF , 20

[NOTARY SEAL]

Notary Public

My Commission Expires:

Professional Services Contract 08.2022 Version

CONTRACT AGREEMENT

RFP #2023-003 HOUSING STUDY

This Agreement made and entered into this______ day of ________, in the year 20_ _ ; by and between The City of Tucker, Georgia, having its principal place of business at 1975 Lakeside Parkway, Suite 350, Tucker, Georgia and (“Vendor”) ___________ located at ___________.

WHEREAS, the City of Tucker is charged with the responsibility for the establishment of contracts for the acquisition of goods, materials, supplies and equipment, and services by the various departments of the City of Tucker; and

WHEREAS, the City of Tucker requested a cost estimate for the services from qualified Vendors to furnish all items, labor services, materials and appurtenances called for by them in accordance with the scope of services. Selected ("Vendor") is required to provide the services as called for in the specifications; and

WHEREAS, the Vendor submitted a response to the request for services for the scope of services; and

WHEREAS, the Vendor's submittal was deemed by the City of Tucker to be Tucker to be the most the most responsive and responsible bidder qualified per the scope of services.

NOW THEREFORE, in consideration of the mutual covenant and promises contained herein, the parties agree as follows:

1.0 Scope of Work

That the Vendor has agreed and by these present does agree with the City to furnish all equipment, tools, materials, skill, labor of every description, and all things necessary to carry out as delineated in "Exhibit A" (Scope of Services) and complete in a good, firm, substantial and workmanlike manner, the Work in strict conformity with the specifications which shall form an essential part of this agreement. In addition to the foregoing, and notwithstanding anything to the contrary stated herein, the following terms and conditions, amendments, and other documents are incorporated by reference and made a part of the terms and conditions of this Agreement as is fully set out herein:

EXHIBIT A - SCOPE OF SERVICE

EXHIBIT B - COST PROPOSAL

EXHIBIT C- W-9

EXHIBIT D - CERTIFICATE OF INSURANCE

EXHIBIT E - E-VERIFY AFFIDAVIT

EXHIBIT F- CONTACT INFORMATION

EXHIBIT G - ADDENDUMS

2.0 Key Personnel

The City of Tucker enters into this Agreement having relied upon Vendor's providing the services of the Key Personnel, if any, identified as such in the body of the Agreement. No Key Personnel may be replaced or transferred without the prior approval of the City's authorized representative.

Any Vendor personnel to whom the City objects shall be removed from City work immediately.

The City maintains the right to approve in its sole discretion all personnel assigned to the work under this Agreement.

3.0 Compensation

3.1. Pricing. The Vendor will be paid for the services sold pursuant to the Contract in accordance with the RFP and final pricing documents as incorporated into the terms of the Contract. All prices are firm and fixed and are not subject to variation. The prices quoted and listed on the attached Cost Proposal, a copy of which is attached hereto as Exhibit "B" (Cost Proposal) and incorporated herein, shall be firm throughout the term of this Contract. The maximum costs owed by the City, unless otherwise agreed to in writing, shall note exceed $000.00

Billings. If applicable, the Vendor shall submit, on a regular basis, an invoice for services supplied to the City under the Contract at the billing address specified in the Purchase Instrument or Contract. The invoice shall comply with all applicable rules concerning payment of such claims. The City shall pay all approved invoices in arrears and in accordance with applicable provisions of City law. Unless otherwise agreed in writing by the parties, the Vendor shall not be entitled to receive any other payment or compensation from the City for any services provided by or on behalf of the Vendor under the Contract.

The Vendor shall be solely responsible for paying all costs, expenses and charges it incurs in connection with its performance under the Contract.

Invoices are to be emailed to invoice@tuckerga.gov and must reference the PO#. A W-9 Request for Taxpayer Identification Number and Certification Form must be submitted "Exhibit C" (W-9).

3.2. Delay of Payment Due to Vendor's Failure. If the City in good faith determines that the

Vendor has failed to perform or deliver any service or product as required by the Contract, the Vendor shall not be entitled to any compensation under the Contract until such service or product is performed or delivered. In this event, the City may withhold that portion of the Vendor's compensation which represents payment for services or products that were not performed or delivered. To the extent that the Vendor's failure to perform or deliver in a timely manner causes the City to incur costs, the City may deduct the amount of such incurred costs from any amounts payable to Vendor. The City's authority to deduct such incurred costs shall not in any way affect the City's authority to terminate the Contract.

mailto:invoice@tuckerga.gov

3.3. Set-Off Against Sums Owed by the Vendor. In the event that the Vendor owes the City any sum under the terms of the Contract, pursuant to any judgment, or pursuant to any law, the City may set off the sum owed to the City against any sum owed by the City to the Vendor in the City's sole discretion.

4.0 Duration of Contract

The Contract between the City and the Vendor shall begin and end on the dates specified, unless terminated earlier in accordance with the applicable terms and conditions. Pursuant to O.C.G.A.

Section 36-60-13, this Contract shall not be deemed to create a debt of the City for the payment of any sum beyond the fiscal year of execution or, in the event of a renewal, beyond the fiscal year of such renewal. The term of this contract shall align with the City's fiscal year from July 1 to June 30 and shall be from commencement of services and until all services are rendered. All invoices postmarked by the City during said term shall be filled at the contract price.

If not set forth in the Vendor's submittal, the City will determine the basic period of performance for the completion of any of Vendor's actions contemplated within the scope of this Agreement and notify Vendor of the same via written notice. If no specific period for the completion of Vendor's required actions pursuant to this Agreement is set out in writing, such period shall be a reasonable period of time based upon the nature of the activity. If the completion of this Contract is delayed by actions of the City, then and in such event the time of completion of this Contract shall be extended for such additional time within which to complete the performance of the Contract as is required by such delay.

This Contract may be extended by mutual consent of both the City and the Vendor for reasons of additional time, additional services and/or additional areas of work.

5.0 Independent Vendor

5.1. The Vendor shall be an independent Vendor. The Vendor is not an employee, agent or representative of the City of Tucker. The successful Vendor shall obtain and maintain, at the Vendor's expense, all permits, license or approvals that may be necessary for the performance of the services. The Vendor shall furnish copies of all such permits, licenses or approvals to the City of Tucker Representative within ten (10) day after issuance.

5.2. Inasmuch as the City of Tucker and the Vendor are independent of one another 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. The Vendor agrees not to represent itself as the City's agent for any purpose to any party or to allow any employee of the Vendor 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. The Vendor shall assume full liability for any contracts or agreements the Vendor enters into on behalf of the City of Tucker without the express knowledge and prior written consent of the City.

6.0 Indemnification

6.1 The Vendor agrees to indemnify and hold harmless the City, its public officials, officers, employees, and agents from and against any and all damages, losses, or expenses (including reasonable attorney’s fees) to the extent caused by or resulting from the negligence, recklessness, or intentionally wrongful conduct of the Vendor or its agents, subcontractors or employees utilized by the Vendor in the performance of this Contract.

6.2 Notwithstanding the foregoing indemnification clause, the City may join in the defense of any claims raised against it in the sole discretion of the City. Additionally, if any claim is raised against the City, said claim(s) cannot be settled or compromised without the City's written consent, which shall not be unreasonably withheld.

7.0 Performance

Performance will be evaluated on a monthly basis. If requirements are not met, City of Tucker Procurement will notify the Vendor in writing stating deficiencies, substitutions, delivery schedule, and/or poor workmanship.

A written response from the Vendor detailing how correction(s) will be made is required to be delivered to the City. Vendor will have thirty (30) days to remedy the situation.

If requirements are not remedied City of Tucker has the right to cancel this Agreement with no additional obligation to Vendor.

7.1 Final Completion, Acceptance, and Payment

i. Final Completion shall be achieved when the work is fully and finally complete in accordance with the Contract Documents. The City shall notify Vendor once the date of final completion has been achieved in writing.

ii. Final Acceptance is the formal action of City acknowledging Final Completion.

Acceptance shall be final and conclusive except for latent defects, fraud, gross mistakes amounting to fraud, or the City's right under any warranty or guarantee. Prior to Final Acceptance, Vendor shall, in addition to all other requirements in the Contract Documents submit to City a Notice of any outstanding disputes or claims between Vendor and any of its subcontractors, including the amounts and other details thereof.

Neither Final Acceptance, nor final payment shall release Vendor or its sureties from any obligations of these Contract Documents or the bond, or constitute a waiver of any claims by City arising Vendor's failure to perform the work in accordance with the Contract Documents.

iii. Acceptance of final payment by Vendor, or any subcontractor, shall constitute a waiver and release to City of all claims by Vendor, or any such subcontractor for an increase in the Contract Sum or the Contract Time, and for every act or omission of City relating to or arising out of the work, except for those Claims made in accordance with the procedures, including the time limits, set forth in section 8.

8.0 Changes

City, within the general scope of the Agreement, may, by written notice to Vendor, issue additional instructions, require additional services or direct the omission of services covered by this Agreement.

In such event, there will be made an equitable adjustment in price, but any claim for such an adjustment must be made within thirty (30) days of the receipt of said written notice.

9.0 Change Order Defined

Change order shall mean a written order to the Vendor executed by the City issued after the execution of this Agreement, authorizing and directing a change in services. The Price and Time may be changed only by a Change Order.

10.0 Insurance

10.1 The Vendor shall, at its own cost and expense, obtain and maintain worker's compensation and commercial general liability insurance coverage covering the period of this Agreement, such insurance to be obtained from a responsible insurance company legally licensed and authorized to transact business in the State of Georgia. The minimum limit for Worker's Compensation Insurance shall be the statutory limit for such insurance. The minimum limits for commercial general liability insurance, which must include personal liability coverage will be $1,000,000 per person and $1,000,000 per occurrence for bodily injury and $500,000 per occurrence for property damage.

10.2 Vendor shall provide certificates of insurance evidencing the coverage requested herein before the execution of this agreement, and at any time during the term of this Agreement, upon the request of the City, Vendor shall provide proof sufficient to the satisfaction of the City that such insurance continues in force and effect. "Exhibit D" (Certificate of Insurance).

11.0 Termination

11.1. Immediate Termination. Pursuant to O.C.G.A. Section 36-60-13, this Contract will terminate immediately and absolutely if the City determines that adequate funds are not appropriated or granted or funds are de-appropriated such that the City cannot fulfill its obligations under the Contract, which determination is at the City's sole discretion and shall be conclusive. Further, the City may terminate the Contract for any one or more of the following reasons effective immediately without advance notice:

(i) In the event the Vendor is required to be certified or licensed as a condition precedent to providing goods and services, the revocation or loss of such license or certification may result in immediate termination of the Contract effective as of the date on which the license or certification is no longer in effect;

(ii) The City determines that the actions, or failure to act, of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, life, health or safety to be jeopardized;

(iii) The Vendor fails to comply with confidentiality laws or provisions; and/or

(iv) The Vendor furnished any statement, representation or certification which is materially false, deceptive, incorrect or incomplete.

11.2. Termination for Cause. The occurrence of any one or more of the following events shall constitute cause or the City to declare the Vendor in default of its obligations under the Contract:

(i) The Vendor fails to deliver or has delivered nonconforming goods or services or fails to perform to the City's satisfaction, any material requirement of the Contract or is in violation of a material provision of the Contract, including, but without limitation, the express warranties made by the Vendor;

(ii) The City determines that satisfactory performance of the Contract is substantially endangered or that a default is likely to occur;

(iii) The Vendor fails to make substantial and timely progress toward performance of the contract;

(iv) The Vendor becomes subject to any bankruptcy or insolvency proceeding under federal or state law to the extent allowed by applicable federal or state law including bankruptcy laws; the Vendor terminates or suspends its business; or the City reasonably believes that the Vendor has become insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law;

(v) The Vendor has failed to comply with applicable federal, state and local laws, rules, ordinances, regulations and orders when performing within the scope of the Contract;

(vi) The Vendor has engaged in conduct that has or may expose the City to liability, as determined in the City's sole discretion; or

(vii) The Vendor has infringed any patent, trademark, copyright, trade dress or any other intellectual property rights of the State, the City, or a third party.

11.3. Notice of Default. If there is a default event caused by the Vendor, the City shall provide written notice to the Vendor requesting that the breach or noncompliance be remedied within the period of time specified in the City's written notice to the Vendor. If the breach or noncompliance is not remedied by the date of the written notice, the City may:

(i) Immediately terminate the Contract without additional written notice; and/or

(ii) Procure substitute goods or services from another source and charge the difference between the Contract and the substitute contract to the defaulting Vendor; and/or,

(iii) Enforce the terms and conditions of the Contract and seek any legal or equitable remedies.

11.4. Termination for Convenience. The City may terminate this Agreement for convenience at any time upon thirty (30) day written notice to the Vendor. In the event of a termination for convenience, Vendor shall take immediate steps to terminate work as quickly and effectively as possible and shall terminate all commitments to third-parties unless otherwise instructed by the City. Provided that no damages are due to the City for Vendor's failure to perform in accordance with this Agreement, the

City shall pay Vendor for work performed to date in accordance with Section herein. The City shall have no further liability to Vendor for such termination.

11.5. Payment Limitation in the event of Termination. In the event termination of the Contract for any reason by the City, the City shall pay only those amounts, if any, due and owing to the Vendor goods and services actually rendered up to and including the date of termination of the Contract and for which the City is obligated to pay pursuant to the Contract or Purchase Instrument. Payment will be made only upon submission of invoices and proper proof of the Vendor's claim. This provision in no way limits the remedies available to the City under the Contract in the event of termination. The City shall not be liable for any costs incurred by the Vendor in its performance of the Contract, including, but not limited to, startup costs, overhead or other costs associated with the performance of the Contract.

11.6. The Vendor's Termination Duties. Upon receipt of notice of termination or upon request of the City, the Vendor shall:

(i) Cease work under the Contract and take all necessary or appropriate steps to limit disbursements and minimize costs, and furnish a report within thirty (30) days of the date of notice of termination, describing the status of all work under the Contract, including, without limitation, results accomplished, conclusions resulting therefrom, and any other matters the City may require;

(ii) Immediately cease using and return to the City, any personal property or materials, whether tangible or intangible, provided by the City to the Vendor;

(iii) Comply with the City's instructions for the timely transfer of any active files and work product produced by the Vendor under the Contract;

(iv) Cooperate in good faith with the City, its employees, agents and Vendors during the transition period between the notification of termination and the substitution of any replacement Vendor; and

(v) Immediately return to the City any payments made by the City for goods and services that were not delivered or rendered by the Vendor.

12.0 Claims and Dispute Resolution

12.1 Claims Procedure

(i) If the parties fail to reach agreement regarding any dispute arising from the Contract Documents, including a failure to reach agreement on the terms of any Change Order for City directed work as provided in section 8, or on the resolution of any request for an equitable adjustment in the Contract Sum or the Contract Time, Vendor's only remedy shall be to file a Claim with City as provided in this section.

(ii) Vendor shall file its Claim within the earlier of: 120 Days from City's final in accordance with section 8; or the date of Final Acceptance,

(iii) The Claim shall be deemed to cover all changes in cost and time (including direct, indirect) impact, and consequential) to which Vendor may be entitled. It shall be fully substantiated and documented. The Claim shall contain a detailed factual statement of the Claim for additional compensation and time, if any, providing all necessary dates, locations, and items of work affected by the Claim.

(iv) If an adjustment in the Contract Time is sought: the specific Days and dates for which it is sought; the specific reasons Vendor believes an extension in the Contract Time should be granted; and Vendor's analysis of its Progress Schedule to demonstrate the reason for the extension in Contract Time.

(v) If any adjustment in the Contract Sum is sought: the exact amount sought and a breakdown of that amount into the categories; and a statement certifying, under penalty of perjury, that the Claim is made in good faith, that the supporting cost and pricing data are true and accurate bot he best of Vendor's knowledge and belief, that the Claim is fully supported by the accompanying data, and that the amount requested accurately reflects the adjustment in the Contract Sum or Contract Time for which Vendor believes City is liable.

(vi) After Vendor has submitted a fully-documented Claim that with all applicable provisions of section 8, City shall respond, in writing, to Vendor with a decision within sixty (60) Days the date the Claim is received. or with notice to Vendor of the date by which it will render its decision.

12.2 Arbitration

i) If Vendor disagrees with City's decision rendered in accordance with section 12. If, Vendor shall provide City with a written demand for arbitration. No demand for arbitration of any such Claim shall be made later than thirty (30) Days after the date of City's decision on such Claim, failure to demand arbitration with said thirty (30) Day period shall result in City's decision being final and binding upon Vendor and its subcontractors.

ii) Notice of the demand for arbitration shall be filed with the American Arbitration

Association (AAA), with a copy provide to City. The parties shall negotiate or mediate under the Voluntary Construction Mediation Rules of the AAA, or mutually acceptable service, before seeking arbitration in accordance with the Construction Industry Arbitration Rules of AAA as follows:

1. Disputes involving $30,000 or less shall be conducted in accordance with the

Southeast Region Expedited Commercial Arbitration Rules; or

2. Disputes over $30,000 shall be conducted in accordance with the Construction Industry Arbitration Rules of the AAA, unless the parties agree to use the expedited rules.

All Claims arising out of the work shall be resolved by arbitration. The judgment upon the arbitration award may be entered, or review of the award may occur, in the Superior Court of DeKalb County.

If the parties resolve the Claim prior to arbitration judgment, the terms of the resolution shall be incorporated in a Change Order. The Change Order shall constitute full payment and final settlement of the Claim, including all claims for time and for direct, indirect, or consequential costs, including costs of delays, inconvenience, disruption of schedule, or loss of efficiency or productivity.

Choice of Law and Forum. The laws of the State of Georgia shall govern and determine all matters arising out of or in connection with this Contract without regard to the choice of law provisions of State law. The Superior Court of DeKalb County, Georgia shall have exclusive jurisdiction to try disputes arising under or by virtue of this contract. In the event any proceeding of a quasi-judicial or judicial nature is commenced in connection with this Contract, such proceeding shall solely be brought in a court or other forum of competent jurisdiction within DeKalb County, Georgia. This provision shall not be construed as waiving any immunity to suit or liability, including without limitation sovereign immunity, which may be available to the City.

All Claims filed against City shall be subject to audit at any time following the filing of the Claim. Failure of Vendor, or subcontractor of any tier, to maintain and retain sufficient records to allow City to verify all or a portion of the Claim or to permit City access to the books and records of Vendor, or subcontractors of any tier, shall constitute a waiver of the Claim and shall bar any recovery.

13.0 Confidential Information

13.1. Access to Confidential Data. The Vendor's employees, agents and subcontractors may have access to confidential data maintained by the City to the extent necessary to carry out the Vendor's responsibilities under the Contract. The Vendor shall presume that all information received pursuant to the Contract is confidential unless otherwise designated by the City.

If it is reasonably likely the Vendor will have access to the City's confidential information, then:

(i) The Vendor shall provide to the City a written description of the Vendor's policies and procedures to safeguard confidential information;

(ii) Policies of confidentiality shall address, as appropriate, information conveyed in verbal, written, and electronic formats;

(iii) The Vendor must designate one individual who shall remain the responsible authority in charge of all data collected, used, or disseminated by the Vendor in connection with the performance of the Contract; and

(iv) The Vendor shall provide adequate supervision and training to its agents, employees and subcontractors to ensure compliance with the terms of the Contract. The private or confidential data shall remain the property of the City at all times. Some services performed for the City may require the Vendor to sign a nondisclosure agreement.

Vendor understands and agrees that refusal or failure to sign such a nondisclosure agreement, if required, may result in termination of the Contract.

13.2. No Dissemination of Confidential Data. No confidential data collected, maintained, or used in the course of performance of the Contract shall be disseminated except as authorized by law and with the written consent of the City, either during the period of the Contract or thereafter. Any data supplied to or created by the Vendor shall be considered the property of the City. The Vendor must return any and all data collected, maintained, created or used in the course of the performance of the Contract, in whatever form it is maintained, promptly at the request of the City.

13.3. Subpoena. In the event that a subpoena or other legal process is served upon the Vendor for records containing confidential information, the Vendor shall promptly notify the City and cooperate with the City in any lawful effort to protect the confidential information.

13.4. Reporting of Unauthorized Disclosure. The Vendor shall immediately report to the City any unauthorized disclosure of confidential information.

13.5. Survives Termination. The Vendor's confidentiality obligation under the Contract shall survive termination of the Contract.

14.0 Inclusion of Documents

Vendor's response submitted in response thereto, including any best and final offer, are incorporated in this Agreement by reference and form an integral part of this agreement. In the event of a conflict in language between this Agreement and the foregoing documents incorporated herein, the provisions and requirements set forth in this Agreement shall govern. In the event of a conflict between the language of the RFP, as amended, and the Vendor's submittal, the language in the former shall govern.

14.1 Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

15.0 Compliance with All Laws and Licenses

The Vendor must obtain all necessary licenses and comply with local, state and federal requirements.

The Vendor shall comply with all laws, rules and regulations of any governmental entity pertaining to its performance under this Agreement.

15.1 Federal Requirements.

15.1.1 Federal Compliance Regulations

Federal regulations apply to all City of Tucker contracts using Federal funds as a source for the solicitation of goods and services. Successful bidders must comply with the following Federal requirement as they apply to:

1. Equal Employment Opportunity - The Vendor shall not discriminate against any employee or applicant or employment because of race, color, religion, sex, or national origin. The Vendor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to:

employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Vendor shall comply with Executive Order 1 1246, as amended, and the rules, regulations, and orders of the Secretary of Labor.

2. Reports - The submission of reports to the City on behalf of the U.S. Department of

Housing and Urban Development as may be determined necessary for the activities covered by this contract, which is federally funded.

3. Patents - The U.S. Department of Housing and Urban Development reserves a royalty-free, nonexclusive, and irrevocable right to use, and to authorize others to use, for Federal Government purposes:

a. Any patent that shall result under this contract; and

b. Any patent rights to which the Vendor purchases ownership with grant support

4. Copyrights - The U.S. Department of Housing and Urban Development reserves a royalty free, nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government purposes:

a. The copyright in any work developed under this contract; and

b. Any rights of copyright to which the Vendor purchases ownership with grant support.

5. Access to books, documents, papers and records of the Vendor which are directly pertinent to the specific contract for the purposes of making audit, examination, excerpts and transcriptions by Federal agencies, the Comptroller General of the United States, or any of their duly authorized representatives; and

6. Retention of all required records for three years after the City makes final payment and all other pending matters are closed.

15.2 Georgia Security and Immigration Compliance Act

a. The parties certify that Vendor has executed an affidavit verifying that Vendor has registered and participates in the federal work authorization program to verify information of all new employees, per O.C.G.A. 13-10-90, et. seq., and Georgia Department of Labor Regulations Rule 300-10-1-02. The appropriate affidavit is attached hereto as "Exhibit E" (Immigration and Security Form) and incorporated herein by reference and made a part of this contract.

b. The Vendor further certifies that any subcontractors employed by Vendor for the performance of this agreement has executed an appropriate subcontractor affidavit verifying its registration and participation in the federal work authorization program and compliance with O.C.G.A. 13-10-90, et. seq., and Georgia Department of Labor Regulations Rule 300-10-1-02, and that all such affidavits are incorporated into and made a part of every contract between the Vendor and each subcontractor.

c. Vendor's compliance with O.C.G.A. 13-10-90, et. seq., and Georgia Department of

Labor Regulations Rule 300-10-1-02 is a material condition of this agreement and Vendor's failure to comply with said provisions shall constitute a material breach of this agreement.

16.0 Assignment

The Vendor shall not assign or subcontract the whole or any part of this Agreement without the City of Tucker's prior written consent.

17.0 Amendments in Writing

No amendments to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of the parties.

18.0 Drug-Free and Smoke-Free Workplace

18.1 A drug-free and smoke-free workplace will be provided for the Vendor's employees during the performance of this Agreement; and

18.2 The Vendor will secure from any sub-Vendor hired to work in a drug-free and smoke-free work place a written certification so stating and in accordance with Paragraph 7, subsection B of the Official Code of Georgia Annotated Section 50-24-3.

18.3 The Vendor may be suspended, terminated, or debarred if it is determined that:

18.3.1 The Vendor has made false certification herein; or

18.3.2 The Vendor has violated such certification by failure to carry out the requirements of Official Code of Georgia Annotated Section 50-24-3.

19.0 Additional Terms

Neither the City nor any Department shall be bound by any terms and conditions included in any Vendor packaging, Invoice, catalog, brochure, technical data sheet, or other document which attempts to impose any condition in variance with or in addition to the terms and conditions contained herein.

20.0 Antitrust Actions

For good cause and as consideration for executing this Contract or placing this order, Vendor acting herein by and through its duly authorized agent hereby conveys, sells, assigns, and transfers to the City of Tucker all rights, title, and interest to and to all causes of action it may now or hereafter acquire under the antitrust laws of the United States and the State of Georgia relating to the particular goods or services purchased or acquired by the City of Tucker pursuant hereto.

21.0 Reporting Requirement

Reports shall be submitted to the Project Manager on a quarterly basis providing, as a minimum, data regarding the number of items purchased as well as the total dollar volume of purchases made from this contract.

22.0 Governing Law

This Agreement shall be governed in all respects by the laws of the State of Georgia. The Superior Court of DeKalb County, Georgia shall have exclusive jurisdiction to try disputes arising under or by virtue of this contract.

23.0 Entire Agreement

This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein; all prior agreements, representations, statement, negotiations, and undertakings are suspended hereby. Neither party has relied on any representation, promise, or inducement not contained herein.

24.0 Special Terms and Conditions

24.1 Vendor shall comply with copyright law and bear all responsibility for doing so.

24.2 All written work product designed for the City shall be jointly owned by both parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the day and year set forth next to each signature.

CITY OF TUCKER: VENDOR:

By: By:

Title: Title:

Name: Name:

Date: Date:

Attest:

Bonnie Warne, City Clerk (Seal)

Approved as to form:

Ted Baggett, City Attorney