RFP 2023-007 LIFEGUARD SVCS

Request for Proposals

RFP #2023-007

Pool Lifeguard Staffing Services

BID MANUAL

City of Tucker 1975 Lakeside Parkway, Suite 350

Tucker, Georgia 30084

City of Tucker Request for Proposal

RFP# 2023-007 POOL LIFEGUARD STAFFING SERVICES

INTRODUCTION

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The City of Tucker operates 2 municipal pools and 1 splash pad. At a minimum, the Offeror must achieve and maintain the performance outcomes listed below, and consistent with performance standards agreed to by all parties through a contract as a result of this RFP. Offerors may also propose additional performance outcomes beyond those minimally required.

SCOPE OF WORK: Refer to Exhibit A.

PRE-PROPOSAL CONFERENCE: The pre-bid conference will be on Tuesday, January 10, 2023 at 2:00PM at Tucker Recreation Center, 4898 Lavista Road, Tucker GA 30084.

QUESTIONS: Submit in writing to procurement@tuckerga.gov reference RFP #2023-007

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: Electronic submittal of all proposal requirements to procurement@tuckerga.gov no later than January 31, 2023, at 3:30pm. Be sure to name electronic file RFP #2023-007 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 2:00 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 3:30pm PM EST Anticipated Award February 13, 2023 Projected Contract Start Date March 1, 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.

mailto:procurement@tuckerga.gov http://www.tuckerga.gov/ mailto:procurement@tuckerga.gov http://www.tuckerga.gov/

GENERAL PROPOSAL REQUIREMENTS

1. RESUMES/COMPANY PROFILE AND EXPERIENCE: Offeror shall specify how long the individual/company submitting the proposal has been in the business of providing services similar to those requested in this RFP. Offeror should specify how long it has been in the business of providing these services and under what company name and a brief list and description of similar types of contracts successfully completed by the firm.

2. METHOD OF PROVIDING SERVICES: Offeror shall provide an overall description of the approach/methods by which the firm intends to approach the project.

3. PERSONNEL REQUIREMENTS:The Offeror must provide a central point of contact person(s) to ensure coordination of each service and/or program, as well as individuals that have the necessary expertise to “trouble shoot” the provided solution.

4. OFFEROR’S RESPONSIBILITIES: Before submitting a proposal, each Offeror shall make all investigations and examinations necessary to ascertain all conditions and requirements affecting the full performance of the contract. No pleas of ignorance of such conditions and requirements resulting from failure to make such investigations and examinations will relieve the successful Offeror from any obligation to comply with every detail and with all provisions and requirements of the Contract documents or will be accepted as a basis for any claim whatsoever for any monetary consideration on the part of the Offeror.

5. TERMS AND CONDITIONS OF CONTRACT FOR SERVICES: By submitting a response to this RFP, Offerors agree to execute a contract substantially in the form as provided by the City.

6. ACKNOWLEDGEMENT OF INSURANCE REQUIREMENTS:By signing its proposal, the Offeror acknowledges that it has read and understands the insurance requirements for the RFP. The Offeror also understands that the evidence of required insurance must be submitted within fifteen (15) working days following notification of its offer being accepted; otherwise, the City may rescind its acceptance of the Offeror’s proposal. The Offeror 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 minimum 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. In addition to the above general coverages, the consultant shall maintain Professional Liability Insurance with limits of $2,000,000 per occurrence and in aggregate.

EVALUATION OF PROPOSALS

The City will first examine proposals to eliminate those that are clearly non-responsive to the stated requirements. Therefore, Offerors should exercise particular care in reviewing the proposal format required for this RFP.

The City shall then score all proposals based upon the evaluation factors detailed herein.

Upon completion of the scoring, the City may recommend short-listing the proposals that are potentially acceptable. The detailed evaluation that follows the initial examination may result in more than one finalist. At this point, the City may request presentations by

Offerors, and carry out contract negotiations for the purpose of obtaining best and final offers.

The City reserves the right to withdraw this RFP at any time and for any reason, and to issue such clarifications, modifications, and/or amendments as it may deem appropriate.

Receipt of a proposal by the City or a submission of a proposal to the City offers no rights upon the Offeror nor obligates the City in any manner.

The City reserves the right to waive minor irregularities in proposals, provided that such action is in the best interest of the City. Any such waiver shall not modify any remaining RFP requirements or excuse the Offeror from full compliance with the RFP specifications and other contract requirements if the Offeror is awarded the contract.

All RFP responses shall be documents subject to the Georgia Open Records Act and public documents. Any materials considered to be “proprietary” by the Offeror should be clearly marked; however, a final decision as to the exemption of same from the Open Records Act shall be in the full discretion of the City.

If an Offeror discovers any ambiguity, conflict, discrepancy, omission, or other error in the RFP, they shall immediately notify the City of such error in writing and request modification or clarification of the document. The city will make modifications by issuing a written revision and posting a written notice on the City website. (www.tuckerga.gov)

The Offeror is responsible for clarifying any ambiguity, conflict, discrepancy, omission or other error in the proposal prior to submitting the RFP or it shall be waived.

The City will not be liable in any way for any costs incurred by any Offeror in the preparation of its proposal in response to this RFP, nor for the presentation of its proposal and/or participation in any discussions or negotiations.

The City reserves the right to accept or reject in whole or in part any or all proposals submitted.

The City shall reject the proposal of an Offeror that is determined to be non-responsive. The unreasonable failure of an Offeror to promptly supply information in connection with respect to responsibility may be grounds for a determination of non-responsiveness.

The City shall accept all proposals that are submitted properly. However, the City reserves the right to request clarifications or corrections to proposals.

Requests by the City for clarification of proposals shall be in writing. Said requests shall not alter the Offeror’s pricing information contained in its proposal.

All proposals shall be valid for a period of one hundred twenty (120) days from the submission date.

All proposals received will be reviewed to ensure that all administrative requirements of the RFP package have been met, such as all documents requiring a signature have been signed and submitted. Failure to meet these requirements may be cause for rejection. All proposals that meet the administrative requirements will be turned over to the Evaluation Committee for further evaluation. The Evaluation Committee will review all proposals received and determine a ranking based on the information provided in response to all information required for this RFP. As previously indicated, the Evaluation Committee may, in its sole discretion and in the course of its evaluation, arrange a site visit or request presentations/ demonstrations with one or more selected Offerors.

The selection of the winning proposals will be based on a numerical scoring system. There are five categories by which the proposals will be evaluated. The proposals will be assigned a score for each non-Pass/Fail category: 1 (poor), 2 (below average), 3 (average), 4 (above average) or 5 (excellent). Each category will be weighted as shown.

1. Team Organization, qualifications, project lead 25%

2. Previous Comparable Experience 25%

3. Results of Reference Checks 20%

4. Cost 30%

Total Evaluation 100%

If necessary, the Evaluation Committee may determine to create a short-list of the top scoring firms. These firms may be invited to an Interview/Presentation in order for the Committee to determine the most qualified firm for this project. In the event of an Interview/Presentation phase, only the selected firms will receive further evaluation. The scoring will be solely based on the assessment of the Interview/Presentation.

BID DOCUMENT SUBMITTAL REQUIREMENTS:

1. Proposal including:

a. Cover sheet/memo signed by representative authorized to make proposal

b. Project examples and resumes to evidence experience

c. Other requirements as outline in this RFP

2. Cost Proposal Sheet (provided)

3. W-9 Form (provided)

4. Certificate of Insurance

5. Contact Information Form (provided)

6. E-Verify Affidavit (provided)

7. Acknowledgement of Addendum issued with each Addendum

8. References Form (provided)

EXHIBIT A - Scope of Work RFP #2023-006 Pool Maintenance Services

POOL OPENING

The CONTRACTOR will render the swimming pool operational by completing the following services:

1. CONTRACTOR will inspect the pool and pool plumbing.

2. CONTRACTOR will reinstall, with CITY supplied hardware, guard chairs, handicap access chair, handrails and ladders.

3. Check pool equipment.

4. Check pool inventory.

5. CONTRACTOR will advise City of needed repairs to the pool upon execution of this contract.

6. Clean swimming pool deck (no Landscaping, no pressure washing)

7. Clean bathhouse.

8. Underwater lights will be visibly inspected to insure operation (if available).

9. Clean, fold and prepare for storage, pool cover(s) and move to storage area.

10. Clean deck with air blower.

11. Administer necessary chemicals for: a. Free Chlorine. b. Total Alkalinity. c. PH d.

Stabilizer e. Calcium Hardness

12. Start filtration system and clean filters as needed.

13. Perform requisite repair work as needed.

14. Schedule and passage of inspection with local Environmental Health Dept. Inspection

– Health Department Fees not included.

SUMMER MAINTENANCE OF POOL

CONTRACTOR will be responsible for the following:

A. Maintaining water purity, in conformance with local Health Department regulations, while pool is open for swimming.

B. Operating pool in accordance with rules established by governing Health Department recognized safety rules.

C. CONTRACTOR will perform other cleaning functions daily, weekly and as necessary to maintain the pool. CONTRACTOR is expected to have a supervisor/maintenance tech visit pool 2x per week to ensure the below is completed.

1. Vacuum pool (as needed)

2. Brush pool

3. Clean skimmer and pump baskets

4. Clean waterline tile

5. Backwash filtration systems (weekly)

6. Collect and remove facility trash

7. Fill water to proper level

8. Inspect filtration equipment to ensure proper operation

9. Test balance and adjust pool chemistry

10. Clean and restock restrooms, as necessary

CONTRACTOR will advise the CITY of needed repairs prior and during the operating period.

All repairs needed to render the pool operational condition will be made by the CITY at their expense. CONTRACTOR, if requested by the city, may perform, arrange for, or supervise the work at an agreed upon time.

CONTRACTOR cannot be held liable for any hydrostatic conditions that cause damage to the pool structure and surrounding area. Storm related cleanup, vandalism, fecal treatment, etc. will be billed separately.

WINTER MAINTENANCE OF POOL

All regularly scheduled maintenance will be performed at the swimming pool at the rate of two visits per month unless specifically noted. Duties include:

1. Vacuum: if pool does not utilize safety cover.

2. Clean skimmer baskets if filter is operational

3. Utilize leaf blower on swimming pool deck area

4. Clean waterline tile if uncovered

5. Perform pool water testing and balance:

6. Backwash filtration system if operational: if pool does not utilize safety cover.

7. Prepare field report

SWIMMING POOL CLOSURE

CONTRACTOR will perform the following services necessary to close the swimming pool:

1. Backwash and drain filters

2. Drain all pumps, hair / lint strainers that require draining

3. Open all valves to appropriate settings

4. Secure and store automatic chemical feeder if applicable

5. Drain and store hoses, rails and ladders

6. Store deck furniture within pool enclosure

7. Cover skimmer lids with plastic, remove and store all other skimmer parts

8. Re-install pool covers

9. Remove and store all removable ladders, handrails and lifeguard chair (s)

10. Upon completion of closure, CONTRACTOR assumes no responsibility for freeze damage, damage to water meters or damage or loss of any equipment or supplies. Owner shall inform CONTRACTOR if filtration system is to remain operational for the winter season.

Owner shall be responsible for winterizing all other areas including restrooms. Owner shall be responsible for informing CONTRACTOR of all isolated or concealed drain valves.

CHEMICALS AND SUPPLIES

CITY will supply chemicals necessary to maintain/adjust the water chemistry in the pool to the standards set forth by the County Environmental Health Department. This includes Chlorine, Soda Ash, Muriatic Acid, Sodium Bicarbonate for Alkalinity, Calcium Chloride, Stabilizer and any necessary Algaecides.

CITY will supply restroom cleaning and supplies for in-season operating months such as soap, toilet paper, paper towels, floor cleaner, and glass cleaner.

CITY will also supply 60-watt light bulbs and will perform replacement of those bulbs in the pump room. CITY is responsible for other forms of lighting, including fluorescent and halogen lights, etc.

CONTRACTOR will supply chemical testing supplies and any pool cleaning equipment

REPAIR WORK

The CONTRACTOR shall stand ready to perform any repair work needed during the term of this agreement; however, CITY shall have the option of using another CONTRACTOR for repair work. Work will be billed as follows:

A. CONTRACTOR will perform minor repairs to the pool and recirculation system as part of the service provided; however, the CITY shall pay for parts and/or materials.

B. Any work or equipment to be provided by CONTRACTOR or CONTRACTOR’s Sub Companies shall be undertaken only upon authorization by the designated representative of CITY. Upon Authorization, CONTRACTOR will perform work and invoice CITY.

C. CONTRACTOR will arrange for repair of plumbing or electrical equipment at the CITY’s request.

D. CONTRACTOR will advise the CITY with regards to any necessary major repairs.

E. CONTRACTOR will invoice for extra service visits for vandalism and fecal, regurgitative, or blood borne contamination. Such invoices may include additional chemical charges.

CLIENT CARE / SUPERVISION

CONTRACTOR agrees to conduct site visits and will present reports to advise CITY of general pool operation. CONTRACTOR further agrees to meet with the CITY representative periodically to discuss pool operation and relates issues.

PERSONNEL

Staffing

The CONTRACTOR will designate a CPO and licensed Senior Staff. The manager will supervise the swimming pool, a contractor’s officer or manager must supervise the pool manager and meet with the City of Tucker’s appointed contact twice a month.

CONTRACTOR is responsible for cleanliness of pool, pool deck, and chemical balance of pool.

CONTRACTOR will agree to follow the approved, agreed upon schedule per the conditions of this agreement except where the schedule is changed due to inclement weather, repairs, fecal matter contamination or the CITY’S request for modification of personnel’s shifts.

CONTRACTOR will invest substantial resources to train and convey information concerning operational techniques and management procedures to its personnel at owner’s facility.

Owner acknowledges that such information and investment is valuable asset of Contactor’s business.

THE POOL WILL OPEN ON THE 3RD WEEKEND OF MAY (Saturday) and the CONTRACTOR agrees that it is a material term of this Agreement and Scope of Services that the pool be ready to fully open and operate that day. The pool is expected to be uncovered, inspected, and prepared for the season not later than May 1st. The CONTRACTOR shall schedule personnel to operate the pool on the following schedule:

DATES OF OPERATION: Saturday, 3rd Weekend of May through Monday, Labor Day Weekend.

HOURS OF OPERATION:

Cofer Park (3rd Weekend of May until school begins)

POOL & SPLASH PAD HOURS:

Summer Camp Only-Monday, Wednesday-Friday 10am-12pm

Monday/Wednesday - Saturday 12pm – 8pm

Sunday 1pm – 7pm

Tuesday Closed

Cofer Park (School begins until Labor Day)

POOL & SPLASH PAD HOURS: Thursday/Friday 4pm – 8pm

Saturday 12pm – 8pm

Sunday 1pm – 7pm

Monday – Wednesday Closed

Rosenfeld Park (3rd Weekend in May until school begins)

POOL HOURS: Mon/Tues, Thursday - Saturday 12pm – 8pm

Sunday 1pm – 7pm

Wednesday Closed

Rosenfeld Park (School begins until Labor Day)

POOL HOURS:

Saturday 12pm – 8pm

Sunday 1pm – 7pm

Monday – Wednesday Closed

NOTE: If Independence Day falls on a day the pool is normally closed, the pool will be open and will forgo the closed day for that week. If CITY elects to change the above schedule any time during this agreement, the City agrees to provide a 7 day written notice to allow time to accommodate schedule change.

CITY RESPONSIBILITIES

A. Provide CONTRACTOR with three sets of keys or code to the pool enclosure and facilities.

B. CITY shall be responsible for the fees of all applicable operating permits.

C. Complete all needed repairs inside pool enclosure, such as plumbing, decking, fencing, gates, locking mechanisms, caulking, area lights, dept markings, etc. CONTRACTOR does not include any maintenance of the perimeter barrier of the pool (i.e. Fence, gates, etc.) and any or all locking mechanisms of the barrier.

D. Have telephone service prior to the official opening date (a tone capable hard wired push button telephone must be available to the guards at all times), where pre-opening Health Department inspections are conducted a turn on date of May 1st is required. Cellular or portable phones are not acceptable alternatives.

E. Provide long distance 900 service, toll, collect call, and internet blocks to prevent additional charges on any non-payphone. CONTRACTOR is not responsible for long distance charges incurred on CITY’S phones

F. Maintain the perimeter barrier of the pool fence or all locking mechanisms of the swimming pool area or enclosure.

G. If CITY provides pool furniture (i.e. lounge chairs, tables, chairs, bases, umbrellas) it will be of good working condition. CONTRACTOR will not be responsible for any damages to pool furniture or liable for injury to patrons caused by pool furniture. Pool furniture should be on-site for the CONTRACTOR to perform opening duties prior to April 1st.

H. The CITY shall ensure that the swimming pool facility complies with all building codes and the Local Health Regulations in effect. The CITY shall provide, in good working condition, all necessary equipment for safe operation of the facility including but not limited to, rescue tubes, backboard, straps, and head immobilizers

I. Provide utilities; water, electricity and gas (if needed) for the operation of the pool.

The CITY shall provide, free of charge, adequate and conveniently located storage space for cleaning materials and equipment of CONTRACTOR and shall be responsible to CONTRACTOR for the security of such place.

COST PROPOSAL

RFP 2023-006 City of Tucker Pool Maintenance

The contract will run concurrent with the City of Tucker’s fiscal year: the contract will be 5-year, annual renewal; typical term will be from July 1 – June 30, annually. Please submit your fee proposal in the following format:

Remainder FY2023 (March 1 thru June 30, 2023)

Lump sum Pool Maintenance: $___________ *Inclusive of full scope

Emergency service/repair:

Normal Operating hours / hourly rate $___________

After hours / hourly rate $___________

Optional Services, as directed/needed:

Acid Wash $___________

Annual Renewal(s) Beginning FY 2024 (7/1/2023 thru 6/30/2024 and up to 4 annual renewals)

Annual lump sum Pool Maintenance: $___________ *inclusive of full scope

Emergency service/repair:

Normal Operating hours / hourly rate $___________

After hours / hourly rate $___________

Optional Services, as directed/needed:

Acid Wash $___________

Proposal Price Certification

In compliance with the attached specification, the undersigned understands the City’s minimum scope requirements.

The undersigned offers and agrees that if this proposal is accepted by the Mayor and City Council within one hundred twenty (120) days of the date of proposal opening, that the undersigned will furnish any or all of the deliverables and additional services offered, at the quoted price, to the designated point(s) within the time specified.

COMPANY__________________________________________________________________

ADDRESS___________________________________________________________________

AUTHORIZED SIGNATURE____________________________________________________

PRINT / TYPE NAME __________________________________________________________

CONTACT’S PHONE NUMBER __________________________________________________

CONTACT’S EMAIL ADDRESS __________________________________________________

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):

REFERENCES FORM: RFP/ITB/RFQ (CIRCLE ONE) #__________

BIDDERS MUST RETURN THIS FORM WHICH WILL BE ADDED TO SUBMITTED PROPOSAL

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

Name of Bidder

REFERENCE #1

Contact Name: ___________________________________________________________

Contact Number: __________________________________________________________

Brief Description of work provided:___________________________________________

REFERENCE #2

Contact Name: ___________________________________________________________

Contact Number: __________________________________________________________

Brief Description of work provided:___________________________________________

REFERENCE #3

Contact Name: ___________________________________________________________

Contact Number: __________________________________________________________

Brief Description of work provided:___________________________________________

Please complete and submit in bid package

Professional Services Contract 08.2022 Version

CONTRACT AGREEMENT

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-VERIFYAFFIDAVIT

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.