RFQ25_02 Engineering On_Call Services FINAL.pdf

Request for Qualifications (RFQ) On-Call Engineering Services

City of Mableton, Georgia 6116 Mableton Parkway Mableton, Georgia 30126

SCHEDULE OF EVENTS

Event Date RFQ Advertisement April 25th, 2025 and May 9th, 2025

Interpretation/Question Deadline May 19th, 2025 at 5pm EST

Last Day for Addendum May 21st, 2025

Proposals Due May 28th, 2025 at 2pm EST

Final Selection Approved by M&C

June 11th, 2025

This proposed schedule of events is informational and is subject to change at the discretion of the City of Mableton.

The City of Mableton (CITY) is accepting sealed Statements of Qualification (SOQ) for On-Call Engineering Services. The purpose of this Request for Qualifications (RFQ) is to select a qualified engineering firm to provide professional services to assist the City of Mableton with specific tasks related to capital improvement projects and various other engineering efforts.

A full RFQ Package stating the full response requirements can be obtained from the Mableton Purchasing Office, upon request to Karen Ellis, Finance Director/Purchasing Agent, via email at karen.ellis@mableton.gov. Only a Response submitted by a Firm on record with the Purchasing Office as having received the RFQ Package from the Issuing Office will be opened.

Responses must be submitted in a sealed envelope bearing on the outside the name of the Firm, the Firm's address, and the name of the Project for which the Response is submitted. If forwarded by mail, the sealed envelope containing the Response must be enclosed in another envelope addressed as specified above.

Responses will be received by the City of Mableton, Georgia at the Purchasing office located in Mableton City Hall at 6116 Mableton Parkway, Mableton, Georgia, 30126 until:May 28th at 2pm EST. Responses will be opened at that time, and the names of the responding firms will be read aloud.

The CITY reserves the right, among others, to determine that no qualified SOQs have been received and reject all responses, to waive formalities, and re-advertise.

City of Mableton, Georgia 6116 Mableton Parkway Mableton, Georgia, 30126

Advert. Date - April 25th 2025 Advert. Date -May 9th, 2025 mailto:karen.ellis@mableton.gov

SECTION 1: PURPOSE

The RFQ and SOQ will enable the CITY to gather additional information and identify a qualified engineering firm (ENGINEER) to perform the services described in the Scope of Services (Section 2). The CITY will conduct a comprehensive, fair, and impartial evaluation of all responses received. An Evaluation Committee (COMMITTEE) will be established by the CITY to evaluate SOQ. The CITY reserves the right, among others, to determine that no qualified SOQ has been received and rejects all responses, to waive formalities, and re-advertise.

SECTION 2: SCOPE OF SERVICES

Project types included in this on-call contract will be, but are not limited to, sidewalk and streetscape projects, roadway and intersection improvements (including traffic engineering), stormwater improvement projects, park and recreation projects, and site design. For the proposed projects, the following types of services required may include, but are not limited to:

1. Design Services: Although needs will vary by project, ENGINEER should be prepared to provide design services that include initial concept design through final detailed construction documents (including cost estimates, permitting, and special provisions).

2. Land Surveying Services: The ENGINEER should be prepared to provide land surveying services, including right-of-way and boundary establishment, individual owner information, utilities (Subsurface Utility Engineering, as required), specimen trees, existing drainage structures, buildings, road elements, topography, etc. for the identified target areas.

3. ROW Plans: The ENGINEER should be prepared to identify existing ROW, identify the need for additional ROW, and provide ROW plans that clearly summarize the locations and amounts of any easements and/or ROW acquisitions that will be required. ROW staking may also be required at multiple points throughout the project.

4. Land Acquisition Services: The ENGINEER shall provide all services necessary for land acquisition, including but not limited to title searches, cost estimates, appraisals, negotiations, and preparation of closing and condemnation documents. Work will be performed on an as needed basis as determined by the CITY. The ENGINEER shall coordinate and monitor right-of-way and land acquisition activities on select projects through all phases of development.

Conduct right-of-way impact studies and right-of-way and land acquisition coordination with all state, federal, and local agencies, to include Cultural Resources studies, etc. All acquisitions will comply with applicable local, state, and federal regulations.

5. Environmental Coordination: The ENGINEER should have the ability to complete environmental coordination on proposed projects, included, but not limited to, environmental site assessments, design and permitting associated with stream and wetland impacts. Additionally, the ENGINEER should prepare Erosion, Sedimentation, and Pollution Control Plan(s) in accordance with the Georgia Soil and Water Conservation Commission requirements, including the submittal of the plans for review to the Environmental Protection Division for review and approval.

6. Utility Coordination: The ENGINEER shall coordinate with all applicable utility companies to obtain details of facility locations, identify any conflicts, and incorporate necessary utility relocations/redesigns into the plans. The ENGINEER is to provide a record of correspondence indicating a status of no facilities, no conflict, or resolution from impacted utilities. Participation in Utility Coordination meetings during design is also expected throughout utility coordination.

7. Retaining Wall Design: Retaining walls (both cut and fill slopes) are commonly needed on Capital Projects. The ENGINEER will be required to have structural engineering support to prepare any necessary wall designs and to advise on potential wall requirements during the concept phase. Wall foundation investigations through a geotechnical engineer may be required depending upon the nature of the required walls. A Retaining Wall permit may also be required during design.

8. Stormwater Analysis and Design: The ENGINEER should be prepared to prepare a stormwater drainage design and hydrology study per Georgia Stormwater Management Manual as needed.

9. Site Lighting and Electrical Design: Pedestrian and street lighting may be required for proposed projects. ENGINEER should be prepared to provide site lighting and electrical design in accordance with the City of Mableton requirements. Coordination with Georgia Power, Cobb EMC, and lighting installation acceptance inspections will also be needed.

10. Landscape Design: Landscape design by a licensed landscape architect may be required for proposed projects, in accordance with City of Mableton requirements. The landscape design should also include irrigation and special provisions/specifications as needed.

11. Construction Engineering, Construction Administration, and Inspection Services:

Provide on an as-needed basis.

12. Parks and Recreation Design: Perform all needed services as it relates to producing construction plans on a variety of parks and recreation related projects to include but not limited to athletic fields, playgrounds, passive parks, and multi-use trail systems.

13. Public Involvement: The ENGINEER may be asked to participate in or conduct public meetings and prepare presentations and displays for use during the meetings, as required. Presentation materials will include presentation boards with illustrative renderings and perspective views of the proposed improvements.

The ENGINEER may also be asked to prepare presentations to the City Council or other stakeholders.

14. Post Design Services: The ENGINEER should be prepared to also provide the following tasks prior to and during construction:

● Prepare advertisement and bid documents

● Attend pre-bid conference

● Respond to bidder questions

● Provide tabulation of bids

● Attend pre-construction meeting

● Respond to construction RFIs

● Product/material submittal reviews

● 7- day inspection for erosion control

● Attend on-site meetings throughout the duration of construction

● Review contractors' pay applications

● Prepare punch list at substantial completion

15. Facility Maintenance and Improvement Projects: The ENGINEER may be asked to assist in preparing plans and bid documents for facility maintenance and improvement projects. The projects may include, but are not limited to, roof replacements, HVAC upgrades, facility build-outs and retrofitting, etc.

16. Other Services: Other engineering and consulting services that may be requested or directed by the CITY. This may include, but is not limited to, Architectural Services, Program Management, Project Related Grant Assistance, Comprehensive Plan Services, General Redevelopment Support, Construction Engineering, and Inspection Services.

All work shall be done in accordance with City of Mableton Development Standards, Americans with Disability Act (ADA) Standards, Georgia Department of Transportation (GDOT) Standards, any other authorities having jurisdiction over the project, and city guidance documents applicable to the project. Estimates of probable construction costs will be required at project milestones. For the duration of the proposed design projects, regular update meetings will be held and project manager attendance at those meetings is expected. Additionally, the ENGINEER should be prepared to coordinate Field Plan Reviews at various project milestones. Obtaining approvals and permits from City of Mableton Public Works and/or Community Development Departments will also be required for most projects. It is expected that certain projects may require tasks to be performed by sub-engineers.

REQUIRED ADMINISTRATIVE SERVICES

The required administrative services may include, but are not limited to the following:

1. The Engineer shall develop a proposed design and construction schedule as necessary for each project. Each schedule must contain milestone events reflecting phase completions, submittal of major deliverables, and other objectives as directed by the CITY.

2. The completion schedule for each assigned project scope of work shall be mutually agreed upon by the CITY and the ENGINEER prior to the issuance of written authorization to proceed by the CITY.

3. When directed by the City, the ENGINEER will prepare bid documents, special provisions, administer the bidding process, and be responsible for the sale of Construction plans and Specifications to potential bidders.

4. The ENGINEER shall prepare and submit all required and necessary documents to obtain any state and federal permits and approvals for the project, if needed.

This includes adherence to the requirements of the National Environmental Policy Act (NEPA).

5. The ENGINEER will prepare conceptual, preliminary, interim, and final construction estimates of projects.

6. Upon request by the CITY, the ENGINEER will attend and/or present at any public hearing, City Council meeting or meetings with other outside agencies.

7. The following are considered Additional Services:

a) Upon written request from the CITY, prepare deductive or additive changes orders and supporting data, drawings, specifications, and other information, which were not a part of the original Scope of Work or for the reduction of the cost of the project.

b) Providing consultation concerning replacement of work damaged by natural or man-made causes not at the fault of the ENGINEER during construction.

c) Providing professional services made necessary through no fault of the ENGINEER but by the fault of the contractor in the performance of the contract, including failure to complete the project on time when the liquidated damages have been invoked.

FEE AND PAYMENT SCHEDULE

8. The professional fee and payment schedule is based upon the hourly rate as submitted in the RFQ package (reference Section 3).

9. Payment under this Agreement shall be made in arrears of the completion of work, upon submission of an accurate and detailed invoice, not to exceed the hourly rate of the professional fee and payment schedule.

10. For any additional services not covered by the professional fee and payment schedule, the ENGINEER and CITY must agree to an approved hourly rate prior to any work being accomplished.

11. When work elements are required, the CITY will request a Scope of Work and fee from the ENGINEER. The CITY will issue a Task Order and a Notice to Proceed.

12. The records of the ENGINEER's personnel, consultants, and additional and reimbursable expenses pertaining to any and all work of the CITY shall be made available at mutually convenient times.

SECTION 3: STATEMENT OF QUALIFICATIONS

PRESENTATION AND FORMAT

Packages will be received by the CITY at the Purchasing office of the Finance Director/ Purchasing Manager located in Mableton Purchasing office at 6116 Mableton Parkway, Mableton, Georgia, 30126 until:May 28th, 2025 at 2pm EST Local Time. Response will be opened at that time, and the names of the responding firms will be read aloud. The CITY reserves the right to reject any or all Responses, to waive formalities, and re-advertise. The envelope containing the qualifications must be sealed and designated on the outside of the envelope as:

Request for Qualifications (RFQ)

On-Call Engineering Services

For the City of Mableton to adequately compare and evaluate all submittals, all SOQs must be submitted in accordance with the format detailed in the following pages. Please note the maximum page limit for some sections.

Cover Letter: (One page maximum one-sided.) The letter should designate the proposing firm, the business address of where the relationship will be signed by authorized company officers. The letter should address the firm’s desire and commitment to provide the proposed services and why the awarded firm believes it should be selected. No pricing information should be included in this section.

Table of Contents: (One-page maximum) Table of Contents should follow the RFQ format.

Company Overview: (Two-page maximum) General overview of company, how long the company has been in business, customer service philosophy, pertinent licensure, experience with government clients and projects, and identification of the primary office which will be supporting the City of Mableton.

Project Management/Team: (Two-page maximum) Provide information on personnel to be assigned to this project for the prime ENGINEER as well as the key personnel of the sub-ENGINEERS. Personnel should have experience in a variety of fields necessary to complete this proposed work. The ENGINEER must identify and provide a resume for the proposed Project Manager. You may include resumes in an Appendix and will not count towards your page total.

References and Relationships: (One-page maximum) Three references from clients detailing the level of prior satisfaction. Two references from sub-engineers your firm have collaborated with detailing the level of prior satisfaction. One reference must come from a local government client. Reference letters shall be included in an Appendix and will not count towards your page total.

Financial Stability and Litigation Record: (No page limit) Provide audited financial statements from the last five (5) years demonstrating financial stability. Provide a comprehensive Ten (10) year summary of the firm’s litigation, arbitration, and negotiated/settled history. State the issues in the litigation, the status of the litigation, names of parties, and outcome.

Fee Schedule: (To be submitted in a separate sealed envelope) Fee schedule (one copy only) must only be included with the paper submittal of the SOQ and should be submitted in a separately sealed envelope. The fee schedule should NOT be included with the digital copy of the SOQ provided on a USB/flash drive device. Only the sealed fee schedule of the highest score will only be opened after the basis of evaluations and interviews.

BASIS OF EVALUATION / INTERVIEWS

The COMMITTEE will review and rank each response based on four factors. The information requested in the “statement of qualifications presentation and format” section of this RFQ will guide the scoring. The relative weight for each evaluation factor is provided below.

Criteria Maximum Points

Company Overview 30 Project Management/Team 30 References and Relationships 25 Financial Stability and Litigation Record

CITY QUESTIONS

Any ENGINEER that submits a Response may be requested to provide additional information to the CITY. Such information is only for the purpose of clarification and in no way changes the ENGINEER’s Response as originally submitted. The CITY reserves the right to ask any or all ENGINEERS to clarify any portion of their Response after submission.

INTERPRETATIONS

No oral interpretations will be made to any ENGINEER as to the requirements of the RFQ Package. Requests for interpretation of the RFQ Package shall be made in writing to the Finance Director/Purchasing Agent Ms. Karen Ellis via email (karen.ellis@mableton.gov) no later than May 19th, 2025 at 5pm, Local Time. Any and all such interpretations and any supplemental instructions will be in the form of written addenda, which will be emailed to all prospective bidders on record with the City Purchasing Office as having received bidding documents. Failure of any ENGINEER to receive any such addendum or interpretations shall in no way change the ENGINEER’s obligation as originally submitted. All addenda so issued shall become part of the Contract Documents.

ACCESS TO PUBLIC RECORDS ACT NOTICE

Each ENGINEER should give specific attention to the identification of those portions of the RFQ that is considered confidential, proprietary commercial information, or trade secrets and provide justification as to why such materials, upon request, should not be disclosed.

CONTRACT

Offerors are urged to read this contract carefully, including exhibits, prior to submitting a SOQ. In general, the CITY is unable to negotiate or revise contract provisions. If an offeror believes certain contract provisions are out of date, not applicable or places an undue burden or cost on the offeror or the CITY, the offeror must address these concerns in writing during the question-and-answer period. The assigned Point of Contact will review and coordinate the CITY’s appropriate response. If the City determines a change is warranted; an addendum will be posted to this RFP. If an offeror is unwilling to execute the Contract, whether modified by addendum or not, a Proposal should not be submitted.

TERMS AND CONDITIONS

1. Term. This Agreement shall be binding on all parties for an “Initial Period” of one

(1) year with four (4), one (1) year “Renewal Periods” beginning ________________________ (“Commencement Date”) and ending ___________________ (the “Initial Term”). The Initial Period and each Renewal Period will be automatically extended for subsequent one (1) year periods unless the CITY provides written notice to the ENGINEER of its intention to terminate this Agreement not less than sixty (60) days prior to the expiration of the then-current Period, or as otherwise set forth herein. This Agreement is subject to the multi-year contractual provisions of O.C.G.A 36-60-13(a).

2. Basic Rate. The Basic Rate paid by the CITY to the ENGINEER under this Agreement shall be $_____________________ per hour. Additional services and costs shall be billed by the Engineer as set forth herein.

3. ENGINEER Performance Standard - All services performed in connection with this Agreement shall be performed in a manner consistent with the standard of care applicable to those who specialize in providing such services for Projects of the type, scope, and complexity of the Project.

4. Authority of the ENGINEER - The ENGINEER's authority to act on behalf of the CITY is limited to its scope of authority set forth in this Agreement and the agreement between the selected contractor and the CIT for construction of the project. Notwithstanding anything else stated in this Agreement or any of the contract documents, the ENGINEER does not have the express or implied authority to obligate the CITY to any expenditure of money or extension of contractual time periods, including, without limitation, any adjustment to the price or time of performance of any contract between the CITY and the selected contractor, separate contractor or CITY consultants or any other third persons or parties.

5. Ownership of Documents

a) Property of the CITY . The ENGINEER warrants that it shall be the author of the design documents prepared by it for the Project and that it holds the copyright therein, subject to the last sentence of this Section. All design documents prepared by the ENGINEER and its subconsultants, and the designs depicted in them, shall become upon their creation the property of the CITY whether the project is constructed or not. Without limitation to the foregoing, the CITY shall hold, and the ENGINEER shall be deemed to have irrevocably assigned to the CITY in perpetuity with no reserved or retained rights to the ENGINEER or to any other persons or entities, all copyrights to the design documents and to the designs depicted in them.

b) Use by the ENGINEER. The CITY hereby grants to the ENGINEER and its subconsultants a license, revocable at will by the CITY, to use and copy the design documents, and the designs depicted in them, during the term of this Agreement for the sole purpose of performing the services required under this Agreement. With the exception of (i) standard and generic details in the design documents and (ii) other designs or details that do not involve a replication of the overall building design or aesthetic appearance, the design documents shall not be used or replicated as a whole, or in substantial part by the ENGINEER on other projects.

c) Use by CITY. The CITY may use the design documents, and the designs depicted in them, without the ENGINEER's consent, in connection with the project, including, without limitation, future additions, alterations, connections, repairs, information, reference, use or occupancy of the project. Any such use of the design documents without the ENGINEER's participation shall be at the CITY's sole risk. The ENGINEER shall not be responsible for losses arising from the CITY's modification of the documents without the ENGINEER's participation.

d) Termination. In the event of termination of this Agreement by either party for any reason, the CITY reserves the right to receive, and the ENGINEER shall promptly provide to the CITY, all drawings, specifications, models, and other design documents prepared to the date of termination by the ENGINEER and its subconsultants for the Project. The ENGINEER shall be permitted to retain copies, including reproducible copies, of the design documents for information and reference. Any dispute regarding the amount of any payment to be made by the CITY under this Agreement shall not diminish, restrict, or limit the right of the CITY to own, receive and use the design documents, and the designs depicted in them. The CITY may withhold any payments due to the ENGINEER upon termination until all design documents prepared through date of termination are furnished to the CITY.

6. Applicable Laws and Orders of Governmental Authorities. The ENGINEER shall, always, in its performance of its obligations under this Agreement, comply with all applicable laws and lawful orders of appropriate authorities and agencies. All design documents prepared by the ENGINEER and its subconsultants shall follow all applicable laws and lawful orders of appropriate authorities and agencies in effect on the date such design documents were created. The ENGINEER shall exercise professional care to keep informed and advise the CITY of possible changes in applicable laws and lawful orders of appropriate authorities and agencies that could affect the project and shall promptly inform the CITY of such changes in advance of their becoming effective. The ENGINEER shall provide all tasks and services required by the governing state and federal agencies for the successful completion of the project.

7. Approval by the CITY . Neither the review or approval of, nor any request for corrections to the design documents by the CITY , appropriate authorities and agencies or any other project team member shall be construed as relieving the ENGINEER of its responsibility for the suitability, completeness and coordination of the design documents prepared by the ENGINEER or its subconsultants. Any errors, omissions, or ambiguities in the design documents shall be resolved by the ENGINEER at no cost to the CITY .

8. Time of Essence. All time limits set forth in this Agreement pertaining to the ENGINEER's performance of any obligation or act relating to or for the benefit of the project are of the essence to this Agreement and shall not be exceeded by the ENGINEER.

9. Notice of Additional Services/Increase in Stated Cost Limitation.

a) The ENGINEER shall notify the CITY in writing within five (5) after the discovery date of any circumstance (including without limitation, any direction or the CITY's representative's request) that ENGINEER believes may give rise to additional services, the ENGINEER waives the right to compensation for additional services performed without prior written approval by the CITY that expressly acknowledges that such service is an additional service.

b) The ENGINEER shall notify the CITY in writing within five (5) days after the discovery date of any circumstance (including, without limitation, any direction or request by the CITY 's representative) that ENGINEER believes may cause an increase in the stated cost limitation.

10. Additional Services. The ENGINEER shall provide additional services germane to this Agreement when authorized by the CITY in writing. Compensation shall be as set forth in the agreed upon in the Professional Fee and Payment Schedule.

11. CITY Approvals. Approval by the CITY of design documents prepared by the ENGINEER or its subconsultants (i) shall not relieve the ENGINEER or its subconsultants of their sole responsibility for the completeness, coordination or suitability of the design documents, and (ii) shall not constitute acceptance or approval of any revision to the project program unless the ENGINEER informs the CITY in writing at the time of seeking such approval that it is requesting approval of a revision to the program and the CITY thereafter issues approval of such change in writing. Any and all CITY approvals or decisions that involve changes to the program, the ENGINEER's compensation (including, without limitation, compensation for additional services or any reimbursable expenses), or time for performance by the ENGINEER (including, without limitation, changes in the project schedule) must be approved by the CITY in writing.

12. Surveys, Services and Reports.

a) Surveys, Legal Restrictions. The ENGINEER shall conduct and provide an engineering survey and topography of the project site(s), giving (as applicable) grades and lines of existing improvements (such as structures, streets, alley, pavement), rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, and contours of the site. The CITY shall supply information in the CITY's possession concerning available service and utility lines, both public and private.

b) Geotechnical. The CITY shall furnish geotechnical data and reports or employ specialty consultants to provide such data or reports, when reasonably deemed necessary by the ENGINEER, including test logs, soil classifications, soil bearing values and other data and information necessary to define subsoil conditions.

c) No Warranty by CITY. Although the ENGINEER shall be entitled to rely upon the accuracy and sufficiency of data, reports or other information furnished by the CITY pursuant to performing its obligations under this Agreement, CITY shall have no liability to ENGINEER, other than as permitted by this Agreement for authorized additional services, in the event that such data, reports or other information are found to be inaccurate, incomplete, or insufficient.

d) Notice of Defects. The CITY and the ENGINEER shall each provide prompt written notice to the other party if either becomes aware of any defect or deficiency in the project or nonconformance with the contract documents.

e) Appropriate Authorities and Agencies. The CITY shall pay all fees required by any local, state, or federal agency for filing and checking any of the design documents of the ENGINEER or its subconsultants and for building and related permits required by governmental authorities.

13. Accompanying Documentation. Each invoice for payment for services, including additional services, shall include documentation verifying the amounts of additional services and reimbursable expenses for which reimbursement is sought in the invoice for payment.

14. Time for Payments. Payments of undisputed sums due shall be made by the CITY within thirty (30) days after receipt of an invoice for payment that has been properly and timely prepared and submitted in accordance with this agreement and accepted by the CITY. No payment to the ENGINEER shall be deemed an acceptance of work not completed in accordance with this Agreement. Final payment of sums due to the ENGINEER pursuant to an invoice for payment prepared and submitted by ENGINEER in accordance with the requirements of this Agreement shall be made by the CITY to the ENGINEER no later than forty-five (45) days after final completion of the project. Making such final payment by the CITY shall not release or limit ENGINEER's obligation to perform those basic or additional services that are required by this Agreement.

15. Payment Disputes and Withholding by the CITY. The CITY shall have the right, after written notice to ENGINEER, to withhold from payment to the ENGINEER any amounts in dispute, including without limitation any losses incurred by the CITY due to design defects in the design documents prepared by the ENGINEER or its subconsultants or a failure by ENGINEER to perform any obligation under this Agreement. Such withholding shall not constitute a final determination or waiver of any rights or liabilities of the CITY or the ENGINEER with respect to responsibility for such loss, which rights and liabilities shall remain subject to determination in accordance with this Agreement. The ENGINEER shall continue the performance of its services pending final determination of disputes relating to such withholding. The ENGINEER shall not be entitled to any interest on any funds withheld.

16. Inspection by the CITY.

a) Records. The ENGINEER and its subconsultants shall maintain complete and accurate books and records with respect to services, costs, expenses, receipts, and other information necessary to verify the scope or charges for any services provided under this Agreement.

The ENGINEER and its subconsultants shall maintain such records in sufficient detail to permit the CITY, the CITY's independent auditors or a designee of any of them, to thoroughly evaluate and verify the nature, scope, value, and charges for services performed under this Agreement. All such books and records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Such records shall be kept separate from other documents and records unrelated to the project for a period of four (4) years after the termination of this Agreement or final completion of the project.

b) Audit. The CITY, the CITY’s independent auditors, or designee of any of them, shall have the right to examine and to audit books, records, documents, and other evidence sufficient to reflect properly all costs and expenses claimed to have been incurred by the ENGINEER and its subconsultants’ performance of this Agreement, including, without limitation, verification of the amounts and tasks performed for all time expended that are charged to CITY on an hourly basis. Such right to audit shall include inspection at all reasonable times at the ENGINEER’s offices or facilities. In addition, the ENGINEER shall, at no cost or expense to the CITY, furnish facilities and cooperate fully with the audit. Upon request, the ENGINEER shall provide reproducible copies of books, records, and other documents in the possession of the ENGINEER and its subconsultants that are applicable to this Agreement for reproduction by the CITY or its designee.

c) Reimbursement. To the extent that an audit by the CITY, the CITY’s independent auditors, or a designee of any of them, discloses excess charges inaccurately or improperly attributed to this Project by the ENGINEER, the ENGINEER agrees to remit the amount of the overpayment to the CITY within five (5) days after demand.

17. Termination by CITY.

a) For Cause. If the CITY determines the ENGINEER has failed to perform according to the Agreement, the CITY may terminate all or part of the Agreement for cause upon seven (7) written notice.

b) For Convenience. The CITY may terminate or suspend performance of all or part of this Agreement for convenience and without cause anytime upon ten (10) days written notice to ENGINEER, in which case the CITY will, within forty-five (45) days after receipt and the CITY’s acceptance of the invoice, pay the ENGINEER an amount calculated in accordance with this Agreement for all basic services and authorized additional services, and all authorized reimbursable expenses incurred, up to and including the effective date of termination.

c) Termination of Payments. The ENGINEER payments, if any, made pursuant to this Section shall be the ENGINEER’s sole and exclusive compensation and the CITY shall have no liability to the ENGINEER for any other compensation or damages, including, without limitation, anticipated profits, or prospective losses or consequential damages, of any kind.

d) Deletion of Services. In the event of termination by the CITY, for cause or convenience, of a portion of the project or a portion of the basic services, then the ENGINEER’s fixed compensation for Basic Services for the portions of the Project or Basic Services not terminated shall be adjusted to reflect the resulting reduction in ENGINEER’s Scope of Basic Services.

18. Payment Contingent on Furnishing All Design Documents. No payment shall be due the ENGINEER following termination of this Agreement until the ENGINEER provides the CITY with all design documents in its possession or control.

19. Indemnification.

a) Indemnification by the ENGINEER. To the fullest extent permitted by law, the ENGINEER shall indemnify and hold harmless the CITY, and each of its elected officials, directors, officers, agents, attorneys, and employees (“Indemnitee(s)”), from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to any act or omission of Contractor or arising from any of the following:

o A1) Any negligent or actual act or omission of the ENGINEER or its subconsultants or any person or entity for whose acts or omissions any of them may be liable;

o A2) Infringement upon any United States patent, trademark or copyright arising out of the actual or negligent alleged acts or omissions of the ENGINEER or any of the ENGINEER’s subconsultants, in connection with performance of this Agreement;

provided however, that nothing herein shall be interpreted as obligating the ENGINEER to indemnify any indemnitee against its sole negligence.

20. Responsibility as to Subconsultants/Subcontractors. The ENGINEER shall be fully responsible to the CITY for the acts and omissions of his subconsultants/subcontractors, and of persons either directly or indirectly employed by them, as they are for the acts and omissions of persons directly employed by the ENGINEER. The ENGINEER shall insert appropriate provisions in all subcontracts relative to the work to require compliance by each subconsultant/subcontractor with the applicable provisions of this Agreement.

Nothing contained in this Agreement shall create any contractual relationship between any subconsultants/subcontractor and the CITY.

21. Dispute Resolution. The parties shall utilize each of the following steps in the dispute resolution process in the sequence in which they appear below. Each party shall participate fully and in good faith in each step, which good faith effort shall be a condition precedent to the right of each party to proceed to the next step.

a) Direct Negotiations. Designated representatives of the CITY and ENGINEER shall meet as soon as possible (but not later than ten (10) days after receipt of the other party's statement of dispute, containing a detailed explanation of the claim) in a good faith effort to negotiate a resolution to the claim. Each party shall be represented in such negotiations by an authorized representative with full knowledge of the details of the claim or defenses being asserted by such party, and with full authority to resolve such claim without delay, subject only to the CITY's right and obligation to obtain approval of any agreed settlement or resolution by the Mayor and City Council. If the claim involves the assertion of a right or claim by a third party (e.g., the contractor) against the ENGINEER that is in turn being asserted by the ENGINEER against the CITY, then such third party shall also have a representative attend such negotiations, with the same authority and knowledge as just described. Upon completion of the meeting, if the claim is not resolved, the parties may either continue the negotiations or either party may declare negotiations ended. All discussions that occur during such negotiations and all documents prepared solely for the purpose of such negotiations shall be confidential and privileged.

b) Litigation. If the direct negotiations between the ENGINEER and the CITY do not resolve the dispute, then the party asserting the claim shall have the option to initiate a lawsuit in the Cobb County Superior Court in Cobb County, Georgia. Venue and jurisdiction over all disputes under this Agreement shall lie exclusively in the Superior Court of Cobb County, Georgia.

22. Non-Discrimination. It is the policy of the CITY that in connection with all the ENGINEER services rendered that there be no discrimination against any prospective or active employee because of sex, race, color, ancestry, religious creed, national origin, physical disability, mental disability, medical condition, age, marital status, sexual orientation, political belief, or affiliation or to deny family care leave. Therefore, the ENGINEER agrees to comply with applicable Federal and Georgia laws including but not limited to Title VII or the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; The Americans with Disabilities Act of 1990; Age Discrimination Act of 1975 and Rehabilitation Act of 1973 (Section 504). In addition, the ENGINEER agrees to require compliance with this provision by all subconsultants employed by the ENGINEER on the project.

23. Notices. All notices and other communications hereunder will be in writing and may be given by personal delivery, nationally recognized express courier, registered or certified mail (return receipt requested), or facsimile (receipt confirmed). Such notice will be deemed effective when received if it is given by personal delivery, nationally recognized express courier, or facsimile, and will be effective three (3) days after mailing by registered or certified mail, so long as it is actually received within five (5) days (and, if not so received within five (5) days, is effective when actually received) by the parties at the following addresses (or at such other address for a party as will be specified by like notice):

24. Waiver. Provisions of this Agreement may be waived by CITY only by a written statement expressing that it is intended as a waiver of specified provisions of the Agreement. A waiver by either party to this Agreement of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein whether of the same or a different character. The CITY's approval, acceptance, use, or payment for any part of the ENGINEER's services shall not in any way alter any obligations, or waive any of the CITY's rights, under this Agreement.

25. No Third-Party Rights. Nothing contained in this Agreement is intended to make any person or entity who is not a signatory to this Agreement a third-party beneficiary of any right or obligation created by this Agreement or by operation of law.

26. Extent of Agreement. This Agreement represents the entire Agreement between the CITY and ENGINEER for furnishing of services to the project and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the CITY and ENGINEER and approved as required by Georgia law and CITY policy.

27. Severability. In case any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of all remaining provisions shall not be affected.

28. Successors and Assigns. This Agreement shall be binding upon the CITY and ENGINEER and their respective successors and assigns. Neither the performance of this Agreement nor any part thereof, nor any monies due or to become due hereunder, nor any claim hereunder, may be assigned by the ENGINEER without the prior written consent and approval of the CITY, which may be granted or withheld at the CITY's sole discretion. This Agreement and all of the CITY's rights in and to the design documents may be assigned by the CITY upon written notice to the ENGINEER. The CITY shall have no liability or responsibility to the ENGINEER for payment for any services performed after the date of such assignment and notice by the CITY.

29. Confidentiality. The ENGINEER shall treat all information and data furnished to it by the CITY or any other project team member or otherwise obtained or prepared by the ENGINEER concerning the project as strictly confidential and shall not disclose any of the same to any other person or entity unless required to do so in connection with the ENGINEER's performance of this Agreement, any governmental filings or applications or the Georgia Open Records Act. The ENGINEER shall not engage in or permit any public references or statements to the project, the CITY or ENGINEER's services hereunder, including, without limitation, granting interviews to broadcast, print or other media, without the prior written consent of the CITY, which may be granted or withheld, per the sole discretion of the CITY. The ENGINEER shall instruct all employees of the foregoing confidentiality obligation.

30. Independent Contractor. The ENGINEER is and shall at all times remain to the CITY as a wholly independent contractor. Neither the CITY nor any of its agents shall have control over the conduct of the ENGINEER or any of ENGINEER's officers, agents, or employees, except as herein set forth. The ENGINEER shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner employees of the CITY.

31. Representations by the ENGINEER. The ENGINEER represents (i) that it is financially solvent, able to pay its debt as they mature, and possessed of sufficient working capital to complete the services and perform the obligations required by this Agreement; (ii) that it is authorized to do business in the State of Georgia; and (iii) the ENGINEER's principal in charge of the project is duly licensed in accordance with Georgia and all other applicable laws to render the services to be provided by this Agreement.

32. Survival. The provisions of this Agreement which by their nature survive completion of the services or termination of this Agreement, including, without limitation, all warranties, indemnities, and payment obligations, shall remain in full force and effect after completion or termination of this Agreement.

33. Cost Principles. The ENGINEER agrees to charge standard industry rates for any reimbursable project-related expenditure.

34. Interpretation. The ENGINEER and CITY acknowledge that the terms of this Agreement have been mutually negotiated and, accordingly, shall not be interpreted against either CITY or ENGINEER on the basis that either party was solely responsible for or in control of the drafting of this Agreement.

35. Advertising. The ENGINEER may not use the CITY's name or refer to the CITY or the project, directly or indirectly in promotional materials, advertisement, news release, or release to professional or trade publication without obtaining the CITY's prior written approval.

36. Electronic Documents. In the event of any conflict between a document contained in an electronic file and the hard copy of such document maintained in the files of the CITY or ENGINEER, the most recently dated document will prevail.

37. Governing Law. This Agreement shall be governed by and interpreted in accordance with laws of the State of Georgia.

38. Key Personnel. The CITY shall have the right, in its absolute discretion, to require the removal of the ENGINEER or its subconsultant's personnel at any level assigned to or hired for the performance of the work hereunder if the CITY considers such removal in its best interests and directs such removal in writing to the ENGINEER. Upon receipt of such direction by the CITY, the ENGINEER shall remove the personnel immediately from the work.

39. Conflict of Interest. The ENGINEER represents that it has no existing financial interest and will not acquire any such interest, direct or indirect, which could conflict in any manner or degree with the performance of services required under this Agreement and that no person having any such interest shall be subcontracted in connection with this Agreement or employed by the ENGINEER. The ENGINEER shall not conduct or solicit any non-CITY business while on CITY property or time. The ENGINEER will also take all necessary steps to avoid the appearance of a conflict of interest and shall have a duty to disclose to the CITY prior to entering into this Agreement any and all circumstances existing at such time which pose a potential conflict of interest.

The ENGINEER warrants that it has not directly or indirectly offered or given, and will not directly or indirectly offer or give, to any employee, agent, or representative of CITY any cash or non-cash gratuity or payment with a view toward securing any business from the CITY or influencing such person with respect to the conditions, or performance of any agreements with the CITY, including without limitation this Agreement. Any breach of this warranty shall be a material breach of each and every agreement between the CITY and ENGINEER. Should a conflict-of-interest issue arise, the ENGINEER agrees to fully cooperate in any inquiry and to provide the CITY with all documents or other information reasonably necessary to enable the CITY to determine whether or not a conflict of interest existed or exists. Failure to comply with the provisions of this section shall constitute grounds for immediate termination of this Agreement, in addition to whatever other remedies the CITY may have.

40. Counterparts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by both parties. Each counterpart shall be deemed an original instrument as against any party who has signed it.

INSURANCE REQUIREMENTS

1. Insurance by ENGINEER.

● The ENGINEER must carry and provide evidence of the following insurance coverage prior to the initiation of any contract services:

a) General Liability: $2,000,000 combined single limit per occurrence, and $4,000,000 general aggregate for bodily injury, personnel injury and property damage including products/completed operations coverage.

b) Professional Liability: $2,000,000 for each claim and $4,000,000 annual aggregate including "errors and omissions" liability.

c) Automobile Liability: $1,000,000 per individual and $3,000,000 combined single limit per accident for bodily injury and property damage, when applicable.

d) Workers Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of Georgia and Employees Liability of $1,000,000 per accident.

e) Insurance Guidelines: Required documentation includes certificate from the insurance company showing issuance of Worker's Compensation coverage for the State of Georgia. The ENGINEER shall provide the CITY with a certified copy of each of the policies, or binders indicating the existence of the policies prior to the beginning of any contract services. In the event a binder is delivered, it shall be replaced within ten (10) days by a certified copy of the policy. Each policy shall contain a valid provision or endorsement that the policy may not be canceled without giving thirty (30) days written notice thereof to the CITY's representative. A renewal policy or certificate shall be delivered to the CITY at least thirty (30) days prior to the expiration date of each expiring policy.