RFQ 2024 Annual Consultant Services Final w A.pdf

Request for Qualifications Annual Consultant Services

2023‐4

Newton County Water & Sewerage Authority

11325 Brown Bridge Road

Covington, Georgia 30016 www.ncwsa.us

September 14, 2023

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Contents

Section 1 Introduction

1.1 Summary

1.2 Solicitation

1.3 Agreement Renewal

1.4 Open Records

Section 2 Consultant Services

2.1 Description of Needs

2.2 Capital Improvements Program

2.3 Categories of Consultant Services

2.3.a Category A – Consulting Services

2.3.b Category B –Management Services

2.4 Responsibilities of NCWSA

Section 3: Procurement Process

3.1 Registration

3.2 Communications

3.3 Schedule

Section 4: Submittal Requirements

4.1 Submittal and Due Date

4.2 Format

4.3 Contents

4.3.a Letter of Interest

4.3.b Team and Qualifications

4.3.c Experience

4.3.d Resumes

4.3.e Project Management Approach

4.3.f Billing Rates

4.3.g Value Added Services

Section 5: Evaluation and Selection

5.1 Evaluation Criteria

5.2 Selection Process

Section 6: Additional Required Content

Attachment A – Capital Improvement Program

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Attachment B – Draft Agreement and Insurance Requirements

Attachment C – Mandatory Forms

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Section 1 Introduction

1.1 Summary

NCWSA (Newton County Water & Sewerage Authority) seeks services from qualified consultants in the areas of engineering, planning, permitting and utility management. We will strive to develop agreements with consultants offering expertise in the specified areas and disciplines before the beginning of the calendar year 2024. The agreements will be considered “on-call,” with task orders issued to the Consultant(s) by NCWSA including general and specific tasks matched to the consultant’s area of expertise.

The agreements will be renewable as discussed later in this document.

1.2 Solicitation

This Request for Qualifications for Annual Consultant Services (the Project) invites Statements of Qualifications (SOQ), from consultants according to the requirements set forth in this RFQ, including the format and content guidelines specified. SOQs will be reviewed and evaluated by the NCWSA selection team and ranked in the order of most qualified using the criteria and process described herein.

Upon completion of the evaluation process, NCWSA will contact all Respondents. NCWSA will conduct interviews with those firms scored as most qualified. Based on the needs projected of NCWSA, we will seek multiple awards.

1.3 Agreement Renewal

Agreement(s) executed following award selection are intended to be multi-year agreements. The initial term will be for one (1) year beginning on or about January 2024, and will automatically renew for up to four (4) successive, one-year periods, for a total of five (5) years, unless either party gives written notice on or before September 30 th of any year in which the agreement is in effect.

1.4 Open Records

All materials submitted in connection with this RFQ will be public documents and subject to the Open Records Act and policies of the NCWSA. All such materials shall remain the property of NCWSA.

If the Consultant has notified the Owner Contact that the Consultant’s submittal contains trade secrets, proprietary commercial or financial information, which is privileged and confidential, NCWSA will, to the extent provided by law, endeavor to protect such information from disclosure.

Consultant will be notified in writing by owner if proprietary information is requested and Consultant will be given an opportunity to request from the Georgia Attorney General that the information be withheld.

The final decision as to what information must be disclosed, however, lies with the Georgia Attorney General. Failure to identify proprietary information will result in all unmarked sections being deemed non-proprietary and available upon public request. Consultants shall not be permitted to mark their entire SOQ as proprietary.

Section 2 Consultant Services

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2.1 Description of Needs

NCWSA has ongoing needs for planning, permitting, studies, survey, engineering, design, management, and construction phase services in support of our Capital Improvement Program. The 5-year CIP includes implementation of some previously designed projects. NCWSA may seek and select, through separate procurement firms to implement or construct various projects.

2.2 Capital Improvements Program

The Capital Improvements Program, excerpted from the NCWSA Fiscal Year 2024 Budget is found under Attachment A. This excerpt describes key projects scheduled for implementation along with other needs in our Program.

2.3 Categories of Consultant Services

Consultants may choose one or both of the following Categories for consideration. Our project needs can be summarized into the following categories, task areas and sample subtasks:

2.3.a Category A – Consulting Services Category A broadly includes surveying, planning, engineering and permitting services.

• Topographic and aerial surveys: Survey in support of engineering and construction.

• Ecological and environmental permitting: Biology, NEPA, USACE, EPD activities.

• Water resource planning: Watershed activities, water, and wastewater demand projections.

• Water and sewer hydraulic modelling: Capacity studies, flow monitoring.

• Conceptual and preliminary engineering studies.

• Building and site architecture: Pumping stations, offices.

• Water and wastewater lines and pumping stations (engineering, design, services during construction) including utility relocation for transportation projects.

• Wastewater process engineering: permitting, rehabilitation, expansion, industrial reuse, biosolids.

• Electrical and I&C engineering and design: Pumping station electrical rehabilitation & SCADA.

• CMMS / Asset Management: Support in development/implementation of program.

• Water conservation / loss reduction: Identify areas of need review of water audit.

• Policy assistance.

2.3.b Category B –Management Services Category B broadly includes financial, 3rd party services during construction, and operations assistance.

• Water and sewer rate consulting and financial modelling: Budget review and assistance, annual update of financial model, revenue sufficiency, cost of service analysis.

• Business case evaluations: Financial studies.

• Industrial pretreatment program assistance.

• Owner’s Representative.

• Construction administration 3rd Party Project documentation.

• Construction observation 3rd Party Onsite project representative, inspections.

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2.4 Responsibilities of NCWSA

NCWSA, through our assigned project manager(s), will administer the services and work cooperatively with the selected firms to fulfill our Owner responsibilities in a timely manner. We will facilitate the firms’ efficient performance of services. Our commitments include:

• Clearly outlining project requirements.

• Timely review of work products and deliverables.

• Issuing timely responses to the Consultant.

• Furnishing existing studies, drawings, utility locates, plans, specifications, shop drawings, data, information, and other documents to assist the consultant in their assigned Tasks.

• Funding the Project(s) and rendering timely compensation.

• Reimbursing for permitting fees, as needed.

• Assisting in obtaining permits, as needed.

Section 3: Procurement Process

3.1 Registration

Each potential Respondent must register with an email to the Owner Contact no later than 5:00 p.m., September 28, 2023. Identify and provide full contact information for the firm’s primary point of contact for any future documents, notices, and addenda associated with this RFQ.

3.2 Communications

The Owner Contact will act as the sole point of contact for this RFQ and will administer the RFQ process.

All communications should be submitted in writing via email, and specifically reference this RFQ. This RFQ is subject to revision after the date of issuance via written Addenda. Any such addenda will be distributed directly to known Respondents via email. All questions and responses will be shared by Addenda with all parties having acknowledged the RFQ. The deadline for questions is October 2, 2023. Please direct questions to the Owner Contact as follows:

Laurie E Ashmore, P.E.

Chief Engineer

NCWSA

11325 Brown Bridge Road Covington, GA 30016 Phone: (770) 385-3920 Email: la@ncwsa.us

Please note that verbal communications with the Owner Contact or other individuals are not binding.

Except for the Owner Contact or specified delegates, no contact with staff, Board Members, or any public official concerning the RFQ during the procurement process is allowed. Violation of this provision may result in disqualification of Respondent.

The Owner’s Contact may designate alternate contacts to address specific inquiries.

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3.3 Schedule

The anticipated procurement schedule is as follows:

Issue RFQ September 14, 2023 Submit SOQ October 17, 2023; 2:00 p.m.

Interviews October 25-November 1, 2023 Award November 15, 2023 Notice To Proceed Effective January 1, 2024

Section 4: Submittal Requirements

4.1 Submittal and Due Date

Based on Categories chosen by Respondent, publish and deliver the SOQ(s) no later than October 17, 2023 at 2:00 p.m. local time, addressed to the Owner Contact.

One original hard copy SOQ must be submitted. In addition, a USB drive containing the digitally published version (PDF) must be included in the submittal.

Each Respondent assumes full responsibility for timely submittal of its SOQ at the required location.

The Respondent shall furnish and sign all information required by the RFQ. An authorized agent of the company must sign on behalf of the firm.

4.2 Format

NCWSA values brevity. For either Category, A or B, please provide ten (10) pages or less, (excluding resumes, project sheets and appendices), conveying the Respondent’s transmittal letter, qualifications, experience, and project management approach. An 11 X 17-inch sheet size used for a team chart or other exhibit will count as 1 page.

If Respondent requests consideration in both Categories, two (2) submittals are required.

All other items required should be included in the appendices. Limit total page count to 60 or less, 8.5 X 11-inch equivalent, minimum 11-point font.

4.3 Contents

4.3.a Letter of Interest Provide a 1-page Letter of Interest describing how the Authority will benefit with your firm serving as a trusted advisor. In this letter, please acknowledge receipt of all Addenda.

4.3.b Team and Qualifications The ten (10) pages should demonstrate how your firm’s team, qualifications, and experience fill our needs as we implement our Capital Improvements Program.

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Category A – Consulting Services: Respondents should possess and demonstrate significant firm and key team member experience in the water and wastewater industry for municipal, public or private agencies. Engineering Respondent’s key team members, including the Project Manager and Project Engineer(s), should be licensed Professional Engineers in the State of Georgia.

Respondents on non-engineering disciplines and professions should demonstrate credentials in their respective fields, such as PWS, AICP, RLS etc.

Category B – Management Services: Respondents should possess and demonstrate significant firm and key team member experience in the water and wastewater industry for municipal, public or private agencies.

Respondent’s offering key team members for Construction Phase services should possess Professional Engineer’s License in the State of Georgia and/or certifications such as PMP CCM DBIA other milestone qualifications.

Consultants from disciplines other than construction, such as Financial Analysis/Rate Setting, Wastewater Operations, etc., should demonstrate similar professional credentials such as CPA, Class I Operator, etc.

4.3.c Experience The SOQ must describe the experience of the firm and Project team members on projects relevant to the Tasks described in the Categories of Consultant Services. The Respondent should include reference projects to demonstrate relevant experience.

Category A: The Consultant should demonstrate extensive service category project experience and familiarity with NCWSA facility through providing reference project information sheets on projects completed within the past 10 years. Active projects that are over 90 percent complete may be referenced.

Projects should reflect work on infrastructure of comparable size and complexity to NCWSA facilities.

Category B: The Consultant should demonstrate extensive service category project experience and familiarity with NCWSA facility through providing reference project information sheets on projects completed within the past 10 years. For Owner’s representative services, include source of funds utilized for project: GEFA, SPLOST, Revenue Bonds, Owner’s funds, or other government financing.

Respondents considering one or both Categories should highlight ten (10) relevant projects for the respective Category. Relevant Project sheets may be included in the Appendix. If both Categories are contemplated, then a separate submittal should be made for each Category.

Each project description shall contain the following information:

• Owner

• Owner contact information (including email address)

• Role of firm

• Contract value

• Schedule

• Year completed

• Description of the project demonstrating relevance to the Authority’s needs

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• Project approach. Specific details that indicate where the Consultant/Major Subconsultant’s approach saved either cost or time for the client. Any details that indicate a unique approach or alternate delivery method.

• Key team members involved in the relevant projects, along with a concise description of the role and responsibilities of each.

4.3.d Resumes Include resumes for key team members in the Appendix. Resumes should be 1-page maximum length.

4.3.e Project Management Approach Include within the ten (10) pages, your firm’s approach for achieving outstanding results for a hypothetical (or real) assigned Task under this Project. Provide a real-life example(s) of where this approach has been successful.

Please connect these real-life example(s) to the relevant projects included in the Appendices.

4.3.f Billing Rates Also in the Appendix, provide the firm’s initial term hourly billing rate schedule including the key personnel and others involved in the work. Billing rates should be expressed as labor grades comprising all disciplines to be offered. Provide a breakdown of the billing rates consisting of the federally audited overhead rate, costs, and any general and administrative costs that may be applied to costs, and profit and will build to specific billing rates. The schedule should include any billing multipliers to be assessed on expenses or sub-consultant charges. Map key personnel to the billing rate schedule. Consultants may request increases to their fixed billable rates (based on verified increases to the overhead and costs used for initial negotiation) by September 30th of the calendar year prior to the start of the second and subsequent years of the contract.

Provide a description of how the firm expects to be compensated (hourly with estimated maximum, lump sum, etc.) for various types of assignments. NCWSA may request services to be compensated on a lump sum basis (small designs, studies, etc.) in addition to tasks compensated on a time and materials basis.

4.3.g Value Added Services Along the same lines of the project management approach, explain a service offered by your firm that fits a niche or is a differentiator from the competition.

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Section 5: Evaluation and Selection

5.1 Evaluation Criteria

A selection team comprised of NCWSA staff will evaluate and rank the responsive SOQs that best satisfy the Project requirements. The selection team will apply the evaluation criteria below.

Evaluation Criteria Value

Team and Qualifications 35 Experience 25 Project Management Approach 20 Cost Efficiency of Billing Rates 10 Value Added Services 10

5.2 Selection Process

After evaluation and recommendations for selections, NCWSA will notify Respondents. The selected Respondent(s) will be awarded based on the outcome of negotiation of the final terms of the Agreement for Professional Services.

Section 6: Additional Required Content

The proposed agreement is included in Attachment B . Please include the following in the SOQ’s Appendix:

• Firm’s comments, if any, on the proposed agreement for consulting services.

• Provide Sample Certificate of Insurance meeting requirements found in agreement.

Respondents are required to complete the forms in Attachment C and return them in the SOQ including:

• Consultant’s Affidavit (E-Verify)

• SAVE Affidavit

• W-9

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Attachment A Capital Improvements Program

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Project Descriptions and Impacts – Capital Projects – FYE 2024

Water System

1. East Newton Water Transmission System Projects - With the development of the Stanton Springs Research Park, it will be necessary for the Authority to design and construct transmission water mains and 1.5 MG elevated water tank that will support the daily demands and necessary fire flows to support the types of large commercial companies that have been and will be established within the Authority’s service territory. The transmission mains are complete and in service as of June 2023 with the tank currently in progress.

Estimated Probable Project Cost: $35,524,000 Estimated Completion: FYE 2026 Operating Budget Impact: This interconnect will have minimal impact on the water system and the elevated water tank will be added to the tank maintenance program in the future. Upon completion of the project it is expected that end-user sales will increase from the Stanton Springs Research and Development Park large commercial customers currently under development and home to Takeda Pharmaceuticals, Morning Hornet and Baymare Data Centers, and future home to the Rivian Advanced Auto Manufacturing Plant. Revenue projections have been included in the five-year forecast.

2. GDOT W&S Relocations for Road Improvements – Various sized utility relocation projects due to GDOT/Newton County projects (road widening, intersection improvements, bridge replacements) within state-owned/county roadways.

Estimated Probable Project Cost: $18,649,000 Estimated Completion: Ongoing Operating Budget Impact: Water lines have minimal impact. Adjustments are made during the development of the annual budget.

3. Water Main Extensions - Hydraulic & Quality Improvements – These projects are determined by the in-house engineering staff based on the hydraulic needs of the water distribution system.

Estimated Probable Project Cost: $1,386,000 Estimated Completion Date: Ongoing Operating Budget Impact: Water lines have minimal impact. Adjustments are made during the development of the annual budget.

4. Stanton Springs Surge Control - This project involves installing surge control infrastructure to reduce the pressure spikes/hammer that occurs within Stanton Springs.

Estimated Probable Project Cost: $539,000 Estimated Completion Date: FYE 2024 Operating Budget Impact: There will be annual maintenance on the surge devices and these costs are included within the operation expenses within the system maintenance line item.

5. Service Area Exchanges with the City of Covington – NCWSA and Covington have agreed to exchange water/wastewater service areas to operate the water/wastewater system more efficiently. This includes customer swaps where one utility provides both water/wastewater services. This project also eliminates water master meters along with trading buried infrastructure (pipes) as well as an elevated storage tank.

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Estimated Probable Project Cost: $506,000 Estimated Completion Date: FYE 2024 Operating Budget Impact: No additional operating impacts are estimated at this time for the buried infrastructure. The elevated storage tank will require cleaning and interior and exterior cleaning and will be added to the Tank Maintenance Program.

6. Water Main at Mote Road / Springhill Park – This project involves installing an 8”water main 1,100’ along Mote Road / Lower River Road to the new Springhill Community Park. This main will replace an older 2” water main while providing fire protection for the residents along the route. The water main will also allow for enhanced facilities to be located at the park.

Estimated Probable Project Cost: $498,290 Estimated Completion Date: FYE 2024 Operating Budget Impact: Water lines have minimal impact. Adjustments are made during the development of the annual budget.

7. Galvanized Pipe / Service Line Inventory Replacement: This project involves inventorying / surveying existing services for lead / galvanized lines within the entire water system. The survey comes as a mandate from the EPA stemming from the Flint Michigan disaster where lead service lines reacted negatively within its water system.

Estimated Probable Project Cost: $247,000 Estimated Completion Date: FYE 2024 Operating Budget Impact: The inventory / survey is part of a multi-step process. Adjustments are made during the development of the annual budget.

8. One Water / One Newton Road Map – Water Portion - This project is a joint study of water and sewer future projections (Road Map) on how the “big three” (NCWSA, Newton County, and City of Covington) plan, design, and construct water / sewer infrastructure to support quality growth within our communities.

Estimated Probable Project Cost: $111,000 Estimated Completion Date: FYE 2024 Operating Budget Impact: The road map must be a living document and will need to be updated as needed. The updates as they occur are included in the planning expense line item in both the water and wastewater.

9. Beacon Cellular Meter Reading Program – This project would replace the existing AMR (drive by) meter data collection system with the Beacon Cellular system. The reliability of cellular data is a stable infrastructure for reading meters. Project benefits are improved customer service, better utilization of human resources, and almost real time data analytics that can assist in water system optimization.

Estimated Probable Cost: $13,455,000 Estimated Completion Date: FYE 2027 Operating Budget Impact: There monthly fees for the use of the cellular network, and while it will not required monthly visits to each meter they will require routine maintenance. The cost for the operations and maintenance of the Beacon System will inserted into the base charge of the water rate structure.

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Wastewater System

1. Wastewater Flow Meters – The NCWSA receives wastewater from Covington, Oxford, Porterdale, and Emory College located along the Turkey Creek Outfall. Conveyance costs are calculated through monthly water meter readings provided by the four (4) entities. This project will replace the remaining three (3) of seven (7) flow meters that accurately register wastewater flows at a single connection point, thus providing flow readings to both parties.

Estimated Probable Project Cost: $982,000

Estimated Completion Date: FYE 2025

Operating Budget Impact: This project will add $21,000 a year in operating costs for these three (3) sites beginning in FYE 2021. Cost recovery will be captured in the monthly billing process.

2. Hub Junction Gravity Sewer Outfall – The Hub Junction gravity sewer main will serve the areas of the Brickstore Overlay within the Hwy 11 corridor.

Estimated Probable Project Cost: $1,624,000

Operating Budget Impact: Sewer Outfalls have minimal operating impacts on the sewer system. The completion of the project is expected to increase end users’ sales with the sitting of a travel center at Exit 98 on I-20. This outfall will also serve a small development node (Mt. Pleasant) on its western boundary.

3. Little River Outfall to Walton County Line – The Little River Outfall is a gravity sewer main that will serve the area north of I-20 and potentially become the connecting point for the City of Social Circle. Social City is located within Walton and Newton Counties and has a population of 4,358.

Estimated Probable Project Cost: $1,553,000 Estimated Completion Date: FYE 2025 Operating Budget Impact: Sewer Outfalls have minimal operating impacts on the sewer system.

However, completion of the project is expected to increase end users' sales from the three (3) mega-sites industrial parks currently under development and home to Takeda Pharmaceuticals, Morning Hornet and Baymare Data Centers. Therefore, these revenue projections have been included in the five-year forecast.

4. Yellow River Trunk Sewer Rehabilitation - The Yellow River Trunk Sewer is the oldest sewer in the System, serving the western portion of Newton County, Covington, Oxford College, and the City of Oxford. A condition assessment is underway to determine the most critical areas that require rehabilitation.

Estimated Probable Project Cost: $22,935,000

Estimated Completion Date: Ongoing

Operating Budget Impact: This project will have minimal impact on operating costs.

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5. Anticipated Sewer Capital R & E Needs – This project is for short to medium sewer outfalls and major laterals that might be needed as the overall wastewater system expands in the East Newton Service Area.

Estimated Probable Project Cost: $620,00 annually and escalated for inflation.

Estimated Completion Date: Ongoing

Operating Budget Impact: Sewer lines have minimal impact. Adjustments are made during the development of the annual budget.

6. Yellow River WRF Expansion from 4 to 6.2 MGD – The Yellow River Water Reclamation Facility

(YRWRF) in Porterdale, GA, will need to be expanded to a hybrid land application and stream discharge facility. The YRWRF's current capacity is 4 MGD with limited spray field capacity left in the land application system. Going to the stream will require tertiary treatment infrastructure with similar discharge limits to the A. Scott Emmons Water Reclamation Facility (ASEWRF) located at Stanton Springs.

Estimated Probable Project Cost: $32,718,000

Estimated Completion Date: FYE 2028

Operating Budget Impact: The Yellow River WRF is an incremental capacity addition and will result in immediate fixed and increased variable operating costs as the facility is utilized and will be reflected in the annual operating budget when the expansion is completed.

7. Scott Emmons WRF Expansion from 1.25 to 2.1 MGD - Due to the rapid growth of the industrial base at Stanton Springs, the recently completed A. Scott Emmons Water Reclamation Facility will be expanded from 1.5 MGD to 2.5 MGD. The expansion is to provide additional treatment capacity as well as redundancy for the NCWSA Reuse Facility that is currently under construction.

Estimated Probable Project Cost: $19,089,000

Estimated Completion Date: FYE 2027

Operating Budget Impact: Upon commencement of operations, the facility will result in immediate fixed and increased variable operating costs as the facility is expanded and will be reflected in the annual operating budget when the project is completed.

8. Yellow River WRF Influent Screening – The current headworks facility at the YRWRF includes two screened influent channels. One channel includes an automated step screen and dewatering screw auger manufactured by Westech. The second channel includes a simple, manually cleaned bar screen. While the existing automated step screen installed in 2018 performs adequately, there is no redundancy for automatic screening and disposal conveyance. The scope of the project would be to replace the manually cleaned bar screen with the same Westech bar screen, thus providing adequate redundancy.

Estimated Probable Project Cost: $341,000

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Operating Budget Impact: The project would have annual operational cost as well as preventive schedules that will be included in the plant maintenance expense line item.

9. One Water / One Newton Road Map – Sewer Portion - This project is a joint study of water and sewer future projections (Road Map) on how the “big three” (NCWSA, Newton County, and City of Covington) plan, design, and construct water and sewer infrastructure to support quality growth within our communities.

Estimated Probable Project Cost: $111,000

Operating Budget Impact: The road map must be a living document and will need to be updated as needed. The updates as they occur are included in the planning expense line item in both the water and sewer.

Reuse Capital Improvements

1. NCWSA Reuse Facility – For reasons of water security, drought management, and public welfare, we have evaluated the impact of such concentrated demands on the long-term water supply and infrastructure in the community. A business case evaluation was completed, and we find a solid financial and public interest case for deploying a reclaimed water system for our large commercial users.

Therefore, NCWSA will construct a reclaimed system with its core processes, including ultrafiltration (UF), reverse osmosis (RO), and reserve storage. The resultant reclaimed water supply will benefit Stanton Springs industries for process use or fire suppression systems. In addition, the UF and RO system will remove the prominent by-products such as cooling water blowdown total dissolved solids (TDS) and constituents of increased conductivity.

Estimated Probable Project Cost: $61,412,000 Estimated Completion Date: FYE 2025 Operating Budget Impact: The project will have operational and maintenance costs upon completion and start-up, which has been incorporated into the projected annual operating budget beginning in FYE 2026. A new reclaimed water rate will also be established for cost recovery.

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Attachment B

• Proposed Agreement for General Consulting Services between Owner and Consultant

• Insurance Requirements (As described in the Agreement for General Consulting Services)

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AGREEMENT FOR GENERAL CONSULTING SERVICES

This Agreement is made and entered into effective date of , by and between the Newton County Water and Sewerage Authority (NCWSA), and

, (CONSULTANT) for the PROJECT referred to as:

W I T N E S S E T H:

WHEREAS, the OWNER has periodic need of professional advice and consulting services;

NOW, THEREFORE, for and in consideration of the covenants and promises to be carried out by each party herein, it is agreed by and between the parties that the OWNER shall and does hereby employ said CONSULTANT to provide certain professional advice and consulting services as follows:

ITEM A - CONSULTANT’S SERVICES

The specific services which the CONSULTANT agrees to furnish and the terms the CONSULTANT agrees to follow are set forth herein:

1. For each major task or project, the OWNER shall provide to the CONSULTANT a detailed description of the services to be performed. The CONSULTANT shall respond describing its proposed work procedure, schedule and estimated fee to complete the described services. If this response is acceptable, the OWNER shall issue a written Task Order to the CONSULTANT containing the agreed upon description of the work and consulting services fee. Each Task Order shall be numbered consecutively, shall reference this AGREEMENT, and shall be deemed an authorization for the CONSULTANT to proceed with the work when signed by the OWNER, unless otherwise stated. The provisions of this AGREEMENT shall control with respect to each Task Order. Each Task Order, after execution by both parties to this AGREEMENT, shall be incorporated into and become a part to this AGREEMENT. See Exhibit A for the Task Order format.

2. Signature by the authorized representative of the OWNER on each Task Order shall constitute authorization to proceed by the CONSULTANT for services defined by that Task Order.

ITEM B – TERMS AND CONDITIONS OF AGREEMENT

The parties hereto do mutually agree as follows:

1. Governing Law. This AGREEMENT and the Attachments hereto shall be governed by and construed in accordance with the laws of the State of Georgia, County of Newton, in which the work is delivered. If dispute arises out of or relates to this Agreement, or the breach thereof, and the dispute is not resolved through mediation, the parties agree that venue for any litigation will be in the courts of Newton County, Georgia and the parties hereby waive any right to initiate any action in, or remove any action to, any other jurisdiction.

2. Engagement. NCWSA hereby engages the CONSULTANT and the CONSULTANT hereby agrees to perform the professional services hereinafter set forth.

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3. Services. The CONSULTANT shall perform, in a professional manner, all services described in the Scope of Services attached as Exhibit B, and incorporated by reference herein (collectively the “Scope of Services”).

4. Time of Performance. The CONSULTANT will commence work within ten (10) calendar days after (1) the date of execution of this Agreement and (2) receiving written Notice to Proceed from NCWSA. Work will be delivered to NCWSA based on the approved Project Schedule contained in Exhibit B. If NCWSA requests modifications to the services of the Project, or if CONSULTANT’S services extend past the proposed completion date, the CONSULTANT’S time of performance may be extended by mutual agreement in writing signed by the signees to this Agreement.

5. Compensation. CONSULTANT agrees to perform the Services, and the NCWSA agrees to compensate the

CONSULTANT for same as follows:

a. NCWSA shall compensate the CONSULTANT according to the charges, amounts and terms set forth in EXHIBIT C.

b. Statements. The CONSULTANT shall submit monthly statements for acceptable, completed work, based on the project effort and expenses charged through the last day of its fiscal month during the PROJECT duration.

c. Payments. NCWSA shall make monthly payments for completed work in accordance with the Prompt Payment Act found in Georgia Law after receipt of monthly Statements rendered by the

CONSULTANT.

6. Termination. This Agreement may be terminated prior to completion of the PROJECT as follows:

a. Termination for Cause. If, through any cause, the CONSULTANT shall fail to fulfill in a timely and proper manner any material obligations under this Agreement, or if the CONSULTANT shall violate any of the covenants, agreements, or stipulations of this Agreement, NCWSA shall thereupon give written notice to the CONSULTANT of such failure, violation or breach. If CONSULTANT has not or cannot remedy such failure, violation or breach within ten (10) calendar days of the giving of such notice by NCWSA, NCWSA shall thereupon have the right to terminate this Agreement by giving written notice to the CONSULTANT of such termination and specifying the effective date thereof.

b. Termination by Mutual Consent. This Agreement may be terminated at any time by mutual written consent of the parties, the effective date to be agreed upon by the parties. If this Agreement is terminated by mutual consent, and CONSULTANT timely provides all required documentation of SERVICES performed prior to termination to NCWSA, CONSULTANT shall be paid for all such Services within thirty (30) days of the effective date of termination. The parties may terminate this Agreement by mutual consent for reasons including but not limited to material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the PROJECT, and the failure of the parties to reach agreement on the compensation and schedule adjustment necessitated by such changes.

7. Force Majeure. Any default in the performance of this Agreement caused by any of the following events and without fault or negligence on the part of the defaulting party shall not constitute a breach of contract: labor strikes, Page - 19 riots, war, acts of governmental authorities, or natural catastrophe. Delay or failure to perform is excused only during continuance of such force majeure and the affected party will provide written notice of such force majeure and act diligently to remove or eliminate the force majeure.

8. Suspension of Services. If the PROJECT or CONSULTANT’S Services are suspended for any reason other than the fault of CONSULTANT for more than thirty (30) calendar days in the aggregate, CONSULTANT may be compensated for services performed prior to the suspension. In addition, there shall be an adjustment in the PROJECT schedule based on the delay caused by the suspension. If the PROJECT is suspended for more than ninety (90) calendar days for any reason, in the aggregate, either party may, at its option, terminate this Agreement upon providing written notice to the other party.

9. Representatives and Notices. Each party has designated below the signatures herein, a representative who is authorized to act on behalf of that party and receive notices under this Agreement. Such representatives have complete authority to act on behalf of their principals in respect to all matters arising under this Agreement. All notices, consents and approvals required to be given hereunder shall be in writing. All such required notices shall be deemed to be properly given and received within two (2) business days if made in writing and sent via statutory overnight delivery with an exact copy being sent simultaneously via email addressed to the designated representative below. As needed, each party may notify the other party of a change in the street and / or email address for notice providing written notice of the revised street and / or email address.

10. CONSULTANT’S Responsibilities. The CONSULTANT represents that it has or will secure, at its own expense, all necessary qualified personnel to perform the Services under this Agreement. CONSULTANT represents that it has access to the experience and capability necessary to perform the Services with the reasonable skill and diligence required by customarily accepted professional practices and procedures for such Services. Such personnel shall not be employees of or have any contractual relationship with NCWSA. All of the Services required hereunder will be performed by the CONSULTANT or under its supervision and all personnel engaged in the Services shall be fully qualified and shall be authorized or permitted under State and local law to perform such Services.

In performing the Services and receiving compensation under this Agreement, CONSULTANT shall operate as an independent contractor and shall not act as or be an employee of NCWSA.

The SERVICES performed by CONSULTANT shall be subject to the inspection and review of NCWSA at all times but such inspection and review shall not relieve CONSULTANT from its responsibility for the proper performance of the Services.

11. NCWSA Responsibilities. NCWSA shall provide to CONSULTANT an outline of the requirements of the

PROJECT, including the PROJECT budget and time constraints. NCWSA will make available to the CONSULTANT relevant information or data pertinent to the PROJECT which is in NCWSA’s possession.

However, NCWSA does not guarantee the accuracy and completeness of the information and data furnished and the CONSULTANT will independently check and / or verify all such information as it relates to the SERVICES provided.

12. Reports, Audits & Confidentiality. The CONSULTANT, at such times and in such forms as NCWSA may require, shall furnish NCWSA such periodic reports as it may request pertaining to the SERVICES performed pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. The CONSULTANT shall maintain accounts and records, including personnel, Page - 20 property and financial records, adequate to identify and account for all costs pertaining to this Agreement. These records will be made available for audit purposes to NCWSA or its authorized representative and will be retained for three years after the expiration or termination of this Agreement. All of the reports, information, data, etc.

prepared or assembled by CONSULTANT under this Agreement are confidential and the CONSULTANT agrees that they shall not be made available to any individual or organization without the prior written approval of NCWSA or a validly issued subpoena.

13. Ownership of Documents. All documents prepared or furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT’S professional service, and CONSULTANT shall retain an ownership and property interests therein, including all copyrights, unless otherwise agreed in writing by CONSULTANT and NCWSA. Regarding construction drawings, CONSULTANT grants NCWSA a license to use instruments of CONSULTANT’S professional service for the purpose of constructing, occupying, or maintaining the PROJECT.

NCWSA shall have the option to purchase copies of all finished or unfinished documents, data, studies, surveys drawings, maps, models, photographs, and reports prepared by the CONSULTANT under this Agreement, and Scope of Services for the price of Ten Dollars ($10.00). Reuse or modification of any such documents by NCWSA, without CONSULTANT’S written permission, shall be at NCWSA’s sole risk. Documents are defined as reports, drawings, specifications, record drawings, plats, and other deliverables defined in the SERVICES, whether in printed or electronic format.

14. Third Party Reliance Upon Documents. CONSULTANT’S performance of the SERVICES, as set forth in this Agreement, is intended solely and exclusively for the benefit and use of NCWSA. No other person or entity may claim under this Agreement as a third party beneficiary, unless otherwise required by law, court order, or for use in connection with legal or administrative proceedings, mediation or arbitration. No third party may rely upon CONSULTANT’S documents unless CONSULTANT has agreed to such reliance in advance and in writing.

15. Use of Electronic Media. Copies of documents that may be utilized by NCWSA may be printed copies (also known as hard copies) or electronic copies that are signed or sealed by CONSULTANT. Construction Drawings shall be signed and sealed in accordance with the Rules and Regulations of the State of Georgia Administrative Code. Files in electronic formats, or other types of information furnished by CONSULTANT to NCWSA such as text, data, or graphics, are only for convenience of NCWSA. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk.

16. Assignability. This Agreement shall not be assigned or transferred by either the CONSULTANT or the NCWSA without the prior written consent of the other.

17. Insurance. Before any SERVICES are provided under this Agreement, CONSULTANT shall procure and maintain at a minimum the following insurance coverage and limits during the life of the Agreement:

a. Statutory Workers Compensation Insurance: a minimum of $500,000 or greater amount if required by Georgia law.

b. Commercial General Liability Insurance: coverage for personal and bodily injury, including death, and property damage in the amount of not less than $1,000,000 per occurrence and not less than $2,000,000 in the aggregate.

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c. Automobile Liability Insurance: for bodily injury, including death, and property damage for all owned, hired and non-owned automobiles in the minimum amount of $1,000,000 per occurrence.

d. Professional Liability Insurance: of $1,000,000 per claim and $2,000,000 in the aggregate.

e. Certificates: Upon request, CONSULTANT shall provide certificates of insurance evidencing coverage required above. Each certificate shall provide that the coverage therein afforded shall not be cancelled except with thirty (30) days prior written notice to NCWSA.

18. Indemnification. CONSULTANT shall indemnify and hold NCWSA harmless from and against judgements, losses, costs, expenses, and damages to the extent caused by the negligent acts or omissions of CONSULTANT in the performance of professional services pursuant to this AGREEMENT. In the event judgements, losses, costs, expenses, and damages are caused by the joint or concurrent negligence of CONSULTANT and NCWSA, they shall be borne by each party in proportion to its negligence.

19. Waiver of Consequential Damages. Regardless of any other term of this Agreement, in no event shall either part be responsible or liable to the other for any incidental or other indirect damages.

20. Limit of Liability. CONSULTANT’S liability for all of the aforesaid matters is limited to the proceeds recovered from the insurance carried by CONSULTANT and within the monetary limits of the insurance specified in Article 17 hereto.

21. Standard of Care. CONSULTANT will provide professional services so as to minimize errors and omissions through the use of a Quality Assurance Plan approved by NCWSA. CONSULTANT will employ that degree of care and skill ordinarily exercised by CONSULTANTS practicing in the same or similar locale as the project, on projects of a similar scope and nature.

22. Dispute Resolution. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first, prior to litigation or any other form of dispute resolution, to try in good faith to settle the dispute by mediation.

In addition:

a. If a dispute is greater than $10,000, the parties shall submit the dispute to mediation with JAMS mediation services.

b. Venue: the venue for all mediations shall be in Covington, Georgia, unless the parties otherwise agree.

23. Successors. This Agreement shall inure to the benefit or and be binding upon the successors of the parties.

24. Waiver. No action taken pursuant to this Agreement shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement in this Agreement. The waiver by any party of a breach of any provision or condition contained in this Agreement shall not operate or be construed as a waiver of any subsequent breach or of any other conditions.

25. Section Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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26. Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability, without invalidating or rendering unenforceable the remaining provisions of this Agreement.

27. Entire Agreement. This Agreement (and its attached Exhibits) constitutes and contains the entire, integrated agreement of the parties, and shall supersede any and all prior negotiations, correspondence, understandings and agreements between the parties, respecting the subject matter of this Agreement. This Agreement may be amended only in writing, and signed by an authorized agent of each party.

28. Authority & Understanding. The individual executing this Agreement on behalf of a corporation or other entity warrants that he or she is authorized to do so and that this Agreement constitutes the legally binding obligation of the corporation or other entity that the individual represents. By signing this Agreement, the parties acknowledge that they have read each and every page of this Agreement before signing same and that they understand and assent to all the terms thereof.

IN WITNESS WHEREOF, the CONSULTANT and NCWSA have executed this Agreement as of the date written below.

NEWTON COUNTY WATER & SEWERAGE

AUTHORITY

CONSULTANT:

Printed:

Signature

Printed:

Signature

Title: Title:

Date: Date:

Street / contact address for giving notices: Street / contact address for giving notices:

Designated Representative: Designated Representative:

Name: Name:

Title: Title:

Phone: Phone:

Email: Email:

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EXHIBIT A

TASK ORDER NO. 201____ - _____

TO THE AGREEMENT FOR GENERAL CONSULTING SERVICES

For:

This Task Order, made and entered into by and between NEWTON COUNTY WATER & SEWERAGE AUTHORITY hereinafter called the "OWNER" and hereinafter called the "CONSULTANT", shall be incorporated into and become a part of the AGREEMENT FOR GENERAL CONSULTING SERVICES (the "AGREEMENT") entered into by the parties hereto on .

A. PURPOSE

This Task Order authorizes and directs the CONSULTANT to proceed with assisting the OWNER in providing:

B. CONSULTANT’S SCOPE OF SERVICES

The Scope of Services, dated , is described within Item A. Purpose, and is referenced as Exhibit B, attached hereto. As each task arises, CONSULTANT will develop a brief, concise, written Scope of Services and estimated labor hours and costs for any and all tasks. CONSULTANT will not proceed with said tasks until written authorization is made by the OWNER. Email communication shall be deemed sufficient for written authorization.

C. CONSULTANT’S COMPENSATION

As consideration for providing the services described within Item B. Consultant’s Scope of Services, of this Task Order, the OWNER shall pay the CONSULTANT in accordance with the AGREEMENT. The specific method of compensation for services provided under this Task Order is enumerated in the Agreement for General Consulting Services and included in Exhibit C, attached hereto. The total value of work under this Task Order shall not exceed $ without advanced written authorization from the OWNER.

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EXHIBIT A (CONT.)

IN WITNESS WHEREOF, the parties hereto have executed this Task Order on this, the day of , 202____.

NEWTON COUNTY WATER & SEWERAGE

AUTHORITY

CONSULTANT:

Printed:

Signature

Printed:

Signature

Title: Title:

Date: Date:

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EXHIBIT B

SCOPE OF SERVICES

(Delete this page if Scope of Services is provided in the Task Order)

Project Summary:

Project Schedule:

See Attached Project Schedule

Commencement Date: or within 10 calendar days from Notice to Proceed

Estimated Completion Date: or months from Notice to Proceed

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EXHIBIT C

COMPENSATION

(Delete this page if Compensation is provided in the Task Order)

Project Summary:

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Attachment C Mandatory Forms

The following forms must be completed and returned with the Respondent’s proposal in the SOQ’s Appendix:

• Consultant’s Affidavit (E-Verify)

• SAVE Affidavit

• W-9

CONTRACTOR AFFIDAVIT OF EMPLOYMENT

ELIGIBILITY

By executing this affidavit, the undersigned Contractor verifies its compliance with O.C.G.A. 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of…