March 12, 2026

REQUEST FOR PROPOSAL

RP004-26

The City of Lawrenceville is soliciting competitive proposals from qualified firms for the Lawrenceville Arts Center (LAC) Business Plan.

Proposals can be returned in a sealed envelope marked on the outside with the Request for Proposal number and Company Name or submitted by email to purchasing@lawrencevillega.org . Proposals will be received until 2:00 P.M. local time on Friday, March 20, 2026 at 70 S. Clayton Street, Main Level, Room M46A Lawrenceville, Georgia 30046. Any proposal received after this date and time will not be accepted. Proposals will be publicly opened and only names of submitting firms will be read at 2:00 P.M. Proposals are legal and binding upon the bidder when submitted.

Questions regarding proposals should be directed to Kenneth Morris, Purchasing Director, at purchasing@lawrencevillega.org or by calling 678-407-6420, no later than 3:00 P.M. on March 16, 2026.

Successful firm will be required to meet insurance requirements. The Insurance Company should be authorized to do business in Georgia by the Georgia Insurance Department and must have an A.M.

Best rating of A-5 or higher.

The written proposal documents supersede any verbal or written prior communications between the parties.

Selection criteria is outlined in the request for proposal documents. The City of Lawrenceville reserves the right to reject any or all proposals to waive technicalities, and to make an award deemed in its best interest.

We look forward to your proposal and appreciate your interest in the City of Lawrenceville.

Kenneth Morris Purchasing Director mailto:purchasing@lawrencevillega.org mailto:purchasing@lawrencevillega.org

RP004-26 Page 2

Specifications for Business and Operations Plan – Lawrenceville Arts Center

Project Overview

The City of Lawrenceville is soliciting proposals from qualified consulting firms with demonstrated expertise in arts and culture organizations, performing arts centers, and municipal or civic facilities to develop a comprehensive Business and Operations Plan for the Lawrenceville Arts Center (LAC).

The LAC is a $35 million, multi-use arts facility featuring performance venues, exhibition space, and flexible community and rental spaces. Aurora Theatre currently serves as the anchor tenant, while the facility also supports City-led programming, partnerships, and private rentals. As the Aurora Theatre naming agreement approaches its expiration in 2028, the City seeks a forward-looking plan that balances financial sustainability, community access, and a strategic, clearly defined partnership model.

The resulting Business and Operations Plan will serve as a foundational planning document to inform the City’s FY 2027 budget development and longer-term policy and investment decisions.

Scope of Work

1. Organizational and Operational Assessment

- Review existing LAC operations, including staffing structure, roles and responsibilities, governance, facility scheduling and utilization, ticketing systems, concessions, technical services, front-of-house operations, and rental practices.

- Identify operational strengths, inefficiencies, gaps, and risks.

- Evaluate alignment between City objectives, Aurora Theatre operations, and community use of the facility.

- Facility Utilization Analysis

• The consultant shall conduct a quantitative analysis of facility utilization across all primary performance, exhibition, and rental spaces within the Lawrenceville Arts Center.

• The analysis shall include, at minimum:

• Review of three (3) years of event scheduling and utilization data.

• Analysis of prime-time evening utilization, weekend utilization, and daytime utilization.

• Identification of dark days and underutilized time periods across all major venues.

• Evaluation of event type mix, including Aurora Theatre performances, City programming, rentals, and community uses.

• Analysis of attendance levels, ticket pricing patterns, and revenue performance by event type where data is available.

• The consultant should evaluate how current facility utilization compares to industry benchmarks for similar performing arts centers.

• The consultant shall provide findings that identify operational opportunities to increase utilization, diversify programming, and optimize revenue generation within the facility.

• Deliverables shall include a summary of utilization patterns and recommended strategies to improve facility use and scheduling efficiency.

2. Governance and Partnership Framework

- Assess the current governance and management structure of the LAC.

- Define recommended governance models and operational roles for the City, Aurora Theatre, and any affiliated foundation or support entity.

RP004-26 Page 3

- The consultant should evaluate alternative governance and operating structures and provide recommendations regarding roles, responsibilities, and financial implications for each model.

- Establish long-term partnership expectations and options as Aurora Theatre’s naming and partnership agreement approaches expiration in 2028.

3. Financial and Market Analysis

- Conduct benchmarking of a minimum of five to six comparable performing arts or cultural facilities (regional and national) of similar scale, scope, and municipal context.

- Provide demographic and market analysis for 20, 40, and 60 minute drive-time radius, including population trends, disposable income, and leisure spending patterns.

Develop three financial scenarios (conservative, moderate, and aggressive) projecting earned and contributed revenues, with assumptions clearly stated.

- Align expense projections with staffing levels, programming models, marketing efforts, and facility maintenance and capital needs.

- The consultant shall develop a financial model projecting operating performance for the Lawrenceville Arts Center under the proposed financial scenarios.

• The model shall include, at minimum:

• Projected earned revenue from ticketing, rentals, concessions, and ancillary sources.

• Projected contributed revenue including sponsorships, donations, and grants where applicable.

• Staffing and operational cost assumptions associated with each scenario.

• Estimated annual operating surplus or deficit under each scenario.

• The analysis shall clearly identify the projected level of municipal operating support required under each scenario and identify operational or programming changes that could increase financial sustainability.

• The financial analysis shall be structured to inform future City budget planning and policy decisions related to the facility.

4. Brand, Communications, and Market Alignment

- Review and incorporate findings from the City’s completed Branding and Communications Study conducted by the Communications and Marketing Department.

- Evaluate how existing brand positioning, messaging, and audience insights inform LAC programming, pricing, access, and marketing strategies.

- Assess alignment between the LAC, Aurora Theatre, and City brand identities.

- Identify opportunities where operational or programming decisions can better leverage established brand insights and market research.

5. Revenue Development and Sustainability

- Assess current revenue streams, including sponsorships, naming rights, rentals, ticketing, concessions, and contributed revenue.

- Identify opportunities to expand and diversify earned and contributed revenues.

- Recommend a comprehensive fundraising framework for a City-affiliated or partner foundation, including donor cultivation strategies, staffing considerations, governance support, and policies.

- Propose market-appropriate messaging, donor recognition strategies, and giving levels tailored to the Lawrenceville market.

6. Stakeholder Engagement

- The consultant shall conduct targeted stakeholder engagement to inform the development of the

Business and Operations Plan for the Lawrenceville Arts Center.

- Engagement activities should focus on gathering operational, financial, and partnership insights necessary to support the analysis required in this project. The engagement process should be

RP004-26 Page 4 efficient and structured to support the development of actionable recommendations.

- The consultant shall develop an engagement plan early in the project and coordinate all engagement activities with the City’s designated project manager.

- At a minimum, stakeholder engagement shall include the following:

o Operational Stakeholders: The consultant shall conduct interviews or small group discussions with key operational stakeholders involved in the current use and management of the Lawrenceville Arts Center. These stakeholders may include:

Aurora Theatre leadership and operational staff City staff responsible for facility operations and programming Technical and front-of-house operations staff Individuals responsible for scheduling, rentals, and event management These discussions should focus on understanding current operating practices, facility utilization, scheduling constraints, and operational challenges.

o Arts and Cultural Partners: The consultant may engage local or regional arts organizations and cultural partners to identify opportunities for collaboration, expanded programming, and potential facility use.

Engagement with these organizations should focus on understanding current or potential use of the facility and identifying opportunities to support broader cultural participation.

o Sponsors, Donors, and Community Partners: Where appropriate, the consultant may conduct a limited number of discussions with philanthropic partners, sponsors, or community leaders familiar with arts and cultural programming in the Lawrenceville area to inform revenue development and partnership strategies.

o Engagement Deliverable The consultant shall summarize stakeholder input and identify key themes, opportunities, and concerns raised through the engagement process.

These findings shall be incorporated into the operational assessment, financial modeling, and final recommendations included in the Business and Operations Plan.

The consultant is not expected to conduct a large-scale public engagement process, as the City has previously completed a branding and communications study that included broader community input.

- All deliverables must inform the FY 2028 budget process.

Proposal Requirements Section 1 – Relevant Experience

Provide examples of the firm’s experience with performing arts centers, cultural facilities, or comparable municipal projects.

Include up to five (5) relevant projects completed within the past ten years. For each project provide:

• Client name and location

• Project description and scope

• Year completed

• Role of the firm and proposed team members

• Client contact information for reference

RP004-26 Page 5

Only projects that are directly relevant to the scope of this solicitation should be included.

Section 2 – Project Methodology and Approach

Provide a clear description of the methodology that will be used to complete the scope of work.

The response should describe how the consultant will:

• Conduct the operational and facility utilization assessment

• Perform market and financial analysis

• Develop financial scenarios and sustainability modeling

• Evaluate governance and partnership structures

• Incorporate findings from the City’s branding and communications study

• Develop actionable recommendations and implementation strategies

Proposals should demonstrate a thoughtful and structured approach to completing the work described in the Scope of Work.

Section 3 – Project Team and Qualifications

Identify the proposed project team and describe the role and responsibilities of each team member.

Include relevant experience demonstrating each team member’s qualifications to perform the work described in this solicitation.

Resumes for key personnel may be included as an appendix.

This section will be evaluated based on the qualifications, experience, and availability of the proposed team.

Section 4 – Work Plan, Timeline, and Project Management

Provide a detailed work plan describing the major tasks required to complete the project.

The work plan should include:

• Project phases and key activities

• Project timeline and milestones

• Schedule for draft and final deliverables

• Approach to stakeholder engagement

• Approach to coordination with City staff

Proposals should demonstrate the firm’s ability to complete the project within the required timeline and provide effective project management.

RP004-26 Page 6

Section 5 – Fee Proposal

Provide a detailed fee proposal including the total proposed cost for completion of the project.

The proposal should include:

• Total project cost

• Cost by major project phase

• Hourly billing rates for key personnel, if applicable

• Any reimbursable expenses

The City will evaluate cost proposals based on overall value and the proposer’s ability to complete the work within the proposed budget.

Page Limit (Recommended)

Proposals should not exceed 30 pages, excluding fee proposal forms.

Deliverables

- Executive Summary.

- Full operations assessment and governance framework.

- Market and benchmarking analysis with cited sources. Due June 1

- Financial models for three scenarios with assumptions.

- Sponsorship and fundraising strategy.

- Implementation roadmap with action steps, ownership, timelines, and accountability.

- Prioritized recommendations (short-term, medium-term, long-term).

- Draft report, review process, and final report.

- Public presentation to City Council and/or community forum.

Project Timeline

- Project start: M i d April 2026.

- Project duration: Not to exceed five months.

- Monthly milestones and written progress reports required.

- Council meeting presentations

Evaluation Criteria (100 points)

- Experience with performing arts centers and municipal facilities. (25 points)

- Quality and clarity of methodology. (25 points)

- Strength of project team. (20 points)

- Work Plan, Timeline, and Project Management (15 points)

- Cost and Value. (15 points)

- References and past performance (Reference checks may be used to verify past performance and may inform final selection.).

RP004-26 Page 7

COST PROPOSAL

SUBMIT THIS SHEET WITH FEE SCHEDULE IN A SEPARATE ENVELOPE

A cost proposal for the LAC Business Plan Development service should be submitted along with this cost proposal form. It should include implementation fees and any yearly recurring maintenance or licensing fees.

Termination for Cause: The City may terminate this agreement for cause upon ten (10) days prior written notice to the consultant’s default in the performance of any term of this agreement. Such termination shall be without prejudice to any of the City’s rights or remedies by law.

Termination for Convenience: The City may terminate this agreement for its convenience at any time upon thirty (30) days written notice to the consultant. In the event of the City’s termination of this agreement for convenience, the consultant will be paid for those services actually performed. Partially completed performance of the agreement will be compensated based upon a signed statement of completion to be submitted by the consultant, which shall itemize each element of performance.

Certification of Non-Collusion in Proposal Preparation

Signature Date

The City requires that all who enter into a contract for the physical performance of services with the City must satisfy O.C.G.A. § 13-10-91 and Rule 300-10-1-.02, in all manner, and such are conditions of the contract.

In compliance with the attached specifications, the undersigned offers and agrees, if this bid is accepted by the City Council within ninety (90) days of the date of proposal opening, to furnish any or all of the items upon which prices are quoted, at the price set opposite each item, delivered to the designated point(s) within the time specified in the Bid Schedule.

Legal Business Name

Federal Tax ID

Address

Representative Signature

Printed Name

Telephone Number

E-mail address

STANDARD INSURANCE REQUIREMENTS

(For projects less than $1,000,000)

1. Statutory Workers' Compensation Insurance

(a) Employers Liability:

Bodily Injury by Accident - $100,000 each accident Bodily Injury by Disease - $500,000 policy limit Bodily Injury by Disease - $100,000 each employee

2. Commercial General Liability Insurance

(a) $500,000 limit of liability per occurrence for bodily injury and property damage

(b) The following additional coverage must apply:

1986 (or later) ISO Commercial General Liability Form Dedicated Limits per Project Site or Location (CG 25 03 or CG 25 04) Additional Insured Endorsement (Form B CG 20 10 with a modification for completed operations or a separate endorsement covering Completed Operations) Blanket Contractual Liability Broad Form Property Damage Severability of Interest Underground, explosion, and collapse coverage Personal Injury (deleting both contractual and employee exclusions) Incidental Medical Malpractice Hostile Fire Pollution Wording

3. Auto Liability Insurance

(a) $500,000 limit of liability per occurrence for bodily injury and property damage

(b) Comprehensive form covering all owned, non-owned, leased, hired, and borrowed vehicles

(c) Additional Insured Endorsement

(d) Contractual Liability

4. Umbrella Liability Insurance - $1,000,000 limit of liability

(a) The following additional coverage must apply Additional Insured Endorsement Concurrency of Effective Dates with Primary Blanket Contractual Liability Drop Down Feature Care, Custody, and Control - Follow Form Primary Aggregates: Apply Where Applicable in Primary Umbrella Policy must be as broad as the primary policy

5. The City of Lawrenceville should be shown as an additional insured on General Liability, Auto

Liability, and Umbrella Liability policies.

6. The cancellation should provide 10 days notice for nonpayment and 30 days notice of cancellation.

7. Certificate Holder should read:

City of Lawrenceville 70 S. Clayton St.

P.O. Box 2200 Lawrenceville, Georgia 30046

8. Insurance Company, except Worker' Compensation carrier, must have an A.M. Best Rating of A-

5 or higher. Certain Workers' Comp funds may be acceptable by the approval of the Insurance Unit. European markets including those based in London and domestic surplus lines markets that operate on a non-admitted basis are exempt from this requirement provided that the contractor’s broker/agent can provide financial data to establish that a market is equal to or exceeds the financial strengths associated with the A.M. Best’s rating of A-5 or better.

9. Insurance Company should be licensed to do business by the Georgia Department of Insurance.

10. Certificates of Insurance, and any subsequent renewals, must reference specific bid/contract by project name and project/bid number.

11. The Contractor shall agree to provide complete certified copies of the current insurance policy (ies) or a certified letter from the insurance company (ies) if requested by the City to verify the compliance with these insurance requirements.

12. All insurance coverages required to be provided by the Contractor will be primary over any insurance program carried by the City.

13. Contractor shall incorporate a copy of the insurance requirements as herein provided in each and every subcontract with each and every Subcontractor in any tier, and shall require each and every Subcontractor of any tier to comply with all such requirements. Contractor agrees that if for any reason Subcontractor fails to procure and maintain insurance as required, all such required Insurance shall be procured and maintained by Contractor at Contractor's expense.

14. No Contractor or Subcontractor shall commence any work of any kind under this Contract until all insurance requirements contained in this Contract have been complied with and until evidence of such compliance satisfactory to the City of Lawrenceville as to form and content has been filed with the City. The Acord Certificate of Insurance or a pre-approved substitute is the required form in all cases where reference is made to a Certificate of Insurance or an approved substitute.

15. The Contractor shall agree to waive all rights of subrogation against the City of Lawrenceville, the

Mayor, City Council members, its officers, officials, employees, and volunteers from losses arising from work performed by the contractor for the City.

16. Special Form Contractors’ Equipment and Contents Insurance covering owned, used, and leased equipment, tools, supplies, and contents required to perform the services called for in the Contract.

The coverage must be on a replacement cost basis. The City will be included as a Loss Payee in this coverage for City-owned equipment, tools, supplies, and contents.

17. The Contractor shall make available to the City, through its records or records of their insurer, information regarding a specific claim related to any City project. Any loss run information available from the contractor or their insurer relating to a City project will be made available to the City upon their request.

18. Compliance by the Contractor and all subcontractors with the foregoing requirements as to carrying insurance shall not relieve the Contractor and all Subcontractors of their liability provisions of the Contract.

19. The Contractor and all Subcontractors are to comply with the Occupational Safety and Health Act of 1970, Public Law 91-956, and any other laws that may apply to this Contract.

20. The Contractor shall at a minimum apply risk management practices accepted by the contractors’ industry.

REV. 5.18.2015

RP004-26 Business and Operations Plan – Lawrenceville Arts Center Contractor Affidavit under O.C.G.A. § 13-10-91(b)(l)

The undersigned contractor ("Contractor") executes this Affidavit to comply with O.C.G.A § 13-10-91 related to any contract to which Contractor is a party that is subject to O.C.G.A. § 13-10-91 and hereby verifies its compliance with O.C.G.A. § 13-10-91, attesting as follows:

a) The Contractor has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program;

b) The Contractor will continue to use the federal work authorization program throughout the contract period, including any renewal or extension thereof;

c) The Contractor will notify the public employer in the event the Contractor ceases to utilize the federal work authorization program during the contract period, including renewals or extensions thereof;

d) The Contractor understands that ceasing to utilize the federal work authorization program constitutes a material breach of Contract;

e) The Contractor will contract for the performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the Contractor with the information required by O.C.G.A. § 13-10-91(a), (b), and (c);

f) The Contractor acknowledges and agrees that this Affidavit shall be incorporated into any contract(s) subject to the provisions of O.C.G.A. § 13-10- 91 for the project listed below to which Contractor is a party after the date hereof without further action or consent by Contractor; and

g) Contractor acknowledges its responsibility to submit copies of any affidavits, drivers' licenses, and identification cards required pursuant to O.C.G.A. § 13-10-91 to the public employer within five business days of receipt.

Federal Work Authorization User Identification Number Date of Authorization

Name of Contractor Name of Public Employer

Street Address

City/State/Zip Code

Executed on _________, _____, 20_____ in _______________ (city), __________ (state).

Signature of Authorized Officer or Agent

Printed Name and Title of Authorized Officer or Agent

SUBSCRIBED AND SWORN BEFORE ME

ON THIS THE _______ DAY OF _____________, 20______. NOTARY PUBLIC

My Commission Expires: ____________________

ANNUAL

SERVICE PROVIDER CONTRACT

<<SAMPLE>>

This CONTRACT made and entered into this day of , 20__ by and between the City of Lawrenceville, Georgia, a Georgia Municipal Corporation, duly organized and existing under the laws of the State of Georgia (Party of the First Part, hereinafter called the "City"), and,__________ (Party of the Second Part, hereinafter called the "Service Provider").

NOW THEREFORE, for and in consideration of the mutual promises and obligations contained herein and under the conditions hereinafter set forth, the parties do hereby agree as follows:

1. TERM:

This contract shall commence , for a one (1) year period with four (4) additional one year options to renew.

2. ATTACHMENTS:

Copies of the Service Provider's proposal, including all drawings, specifications, price lists, Instructions to Bidders, General Conditions, Special Provisions, and Detailed Specifications submitted to the City during the Bid process (hereinafter collectively referred to as the "Bid ") are attached hereto (Exhibit A) and are specifically incorporated herein by reference. In the event of a conflict between the City's contract documents and the Bid, the City's contract documents shall control.

3. PERFORMANCE:

Service Provider agrees to furnish all skill and labor of every description necessary to carry out and complete in good, firm and substantial, workmanlike manner, the work specified, in strict conformity with the Bid.

4. PRICE:

As full compensation for the performance of this Contract, the City shall pay the Service Provider for the actual quantity of work performed. Bid amount shown on Exhibit A is the total obligation of the City pursuant to OCGA section 36-60-13 (a) (3). The fees for the work to be performed under this Contract shall be charged to the City in accordance with the rate schedule referenced in the Bid (Exhibit A). The City agrees to pay the Service Provider following receipt by the City of a detailed invoice, reflecting the actual work performed by the Service Provider.

5. INDEMNIFICATION AND HOLD HARMLESS:

Service Provider agrees to protect, defend, indemnify, and hold harmless the CITY, its Mayor, City Council members, officers, agents and employees from and against any and all liability, damages, claims, suits, liens, expenses, and judgments, for whatever nature, including claims for contribution and/or indemnification, for injuries to or death of any person or persons, or damage to the property or other rights of any person or persons to the extent arising out of and attributed to the negligence, recklessness, or intentionally wrongful conduct of the Service Provider or other persons employed or utilized by the Service Provider in the performance of the contract. Service Provider's obligation to protect, defend, indemnify, and hold harmless, as set forth hereinabove shall include any matter arising out of any patent, trademark, copyright, or service mark, or any actual or alleged unfair competition disparagement of product or service, or other business tort of any type whatsoever, or any actual or alleged violation of trade regulations.

Service Provider further agrees to protect, defend, indemnify, and hold harmless the CITY, its Mayor, City Council members, officers, agents, and employees from and against any and all claims or liability for compensation under the Worker's Compensation Act arising out of injuries sustained by any employee of the Service Provider.

6. TERMINATION FOR CAUSE:

The City may terminate this Contract for cause upon ten (10) days prior written notice to the Service Provider of the Service Provider's default in the performance of any term of this Contract. Such termination shall be without prejudice to any of the City's rights or remedies provided by law.

7 TERMINATION FOR CONVENIENCE:

The City may terminate this Contract for its convenience at any time upon 30 days written notice to the Service Provider. In the event of the City's termination of this Contract for convenience, the Service Provider will be paid for those services actually performed. Partially completed performance of the Contract will be compensated based upon a signed statement of completion to be submitted by the Service Provider who shall itemize each element of performance.

8. CONTRACT NOT TO DISCRIMINATE:

During the performance of this Contract, the Service Provider will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, or disability which does not preclude the applicant or employee from performing the essential functions of the position. The Service Provider will also, in all solicitations or advertisements for employees placed by qualified applicants, consider the same without regard to race, creed, color, sex, national origin, age, or disability which does not preclude the applicant from performing the essential functions of the job. The Service Provider will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Contract so that such provision will be binding upon each subservice provider, providing that the foregoing provisions shall not apply to contracts or subservice providers for standard commercial supplies of raw materials.

9. ASSIGNMENT:

The Service Provider shall not sublet, assign, transfer, pledge, convey, sell or otherwise dispose of the whole or any part of this Contract or his right, title, or interest therein to any person, firm, or corporation without the previous consent of the City in writing.

10. WAIVER:

A waiver by either party of any breach of any provision, term, covenant, or condition of this Contract shall not be deemed a waiver of any subsequent breach of the same or any other provision, term, covenant, or condition.

11 SEVERABILITY:

The parties agree that each of the provisions included in this Contract is separate, distinct and severable from the other and remaining provisions of this Contract, and that the invalidity of any Contract provision shall not affect the validity of any other provision or provisions of this Contract.

12. GOVERNING LAW:

The parties agree that this Contract shall be governed and construed in accordance with the laws of the State of Georgia. This Contract has been signed in Gwinnett County, Georgia.

13. MERGER CLAUSE:

The parties agree that the terms of this Contract include the entire Contract between the parties, and as such, shall exclusively bind the parties. No other representations, either oral or written, may be used to contradict the terms of this Contract.

(Signatures Next Page)

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized agents, have caused this CONTRACT to be signed, sealed and delivered.

LAWRENCEVILLE, GEORGIA

By:

Chuck Warbington, City Manager City of Lawrenceville, Georgia

ATTEST:

Signature

Karen Pierce, City Clerk City of Lawrenceville, Georgia

APPROVED AS TO FORM:

City of Lawrenceville Attorney

SERVICE PROVIDER:

BY:

Signature

Print Name

Title

ATTEST:

Print Name Corporate Secretary (Seal)

GENERAL CONDITIONS

To Service Provider AGREEMENT

Article

1 Definitions

2 Contract Documents

3 Changes and Extra Work

4 Personnel and Equipment

5 Accuracy of Work

6 Findings Confidential

7 Termination of Agreement for Cause

8 Termination for Convenience of the CITY

9 SERVICE PROVIDER to Cooperate with other SERVICE PROVIDERS

10 Indemnification

11 Covenant Against Contingent Fees

12 Insurance

13 Prohibited Interests

14 Subcontracting

15 Assignability

16 Equal Employment Opportunity

17 Anti-Kickback Clause

18 Audits and Inspectors

19 Ownership, Publication, Reproduction and Use

20 Verbal Agreement or Conversation

21 Independent Service provider

22 Notices

1 DEFINITIONS

Wherever used in this Agreement, whether in the singular or in the plural, the following terms shall have the following meanings:

1.1 CITY-means Lawrenceville, Georgia, a Georgia Municipal Corporation, duly organized and existing under the laws of the State of Georgia.

1.2 SUPPLEMENTAL AGREEMENT-means a written order to SERVICE PROVIDER signed by CITY and accepted by SERVICE PROVIDER, effecting an addition, deletion or revision in the Work, or an adjustment in the Agreement Price or the Contract Time, issued after execution of this Agreement.

1.3 CONTRACT-means the Agreement Documents specifically identified and incorporated herein by reference in Section 2, CONTRACT DOCUMENTS.

1.4 AGREEMENT EXECUTION-means the date on which SERVICE PROVIDER executes and enters into an Agreement with the CITY to perform the Work.

1.5 AGREEMENT PRICE-means the total monies, adjusted in accordance with any provision herein, payable to the SERVICE PROVIDER under this Agreement.

1.6 CONTRACT TIME-means the period of time stated in this Agreement for the completion of the Work.

1.7 SERVICE PROVIDER-means the party or parties contracting directly with the CITY to perform Work pursuant to this Agreement.

1.8 DEPARTMENT- means the Director or designee of requesting department(s) named in this solicitation.

1.9 DRAWINGS-means collectively, all the drawings, receipt of which is acknowledged by the

CITY, listed in this Agreement, and also such supplementary drawings as the SERVICE PROVIDER may issue from time to time in order to clarify or explain such drawing or to show details which are not shown thereon.

1.10 SPECIFICATIONS-means the written technical provisions including all appendices thereto, both general and specific, which form a part of the Agreement Documents.

1.11 SUBSERVICE PROVIDER-means any person, firm, partnership, joint venture, company, corporation, or entity having a contractual agreement with SERVICE PROVIDER or with any of its subservice providers at any tier to provide a part of the Work called for by this Agreement.

1.12 WORK-means any and all obligations, duties and responsibilities, including furnishing equipment, engineering, design, workmanship, labor and any other services or things necessary to the successful completion of the Project, assigned to or undertaken by SERVICE PROVIDER under this Agreement.

1.13 LIAISON-Representative of the CITY who shall act as Liaison between the CITY and the

SERVICE PROVIDER for all matters pertaining to this Agreement, including review of SERVICE PROVIDER'S plans and work.

2 CONTRACT DOCUMENTS

2.1 LIST OF DOCUMENTS

The Agreement, any required bonds, the General Conditions, the Appendices, the Detailed Scope of Work, the Specifications, the Drawings, the Exhibits, and all Agreement Supplemental Agreements shall constitute the Agreement Documents.

2.2 CONFLICT AND PRECEDENCE

2.2.1 The Agreement Documents are complementary, and what is called for by one is as binding as if called for by all. In the event there are any conflicting provisions or requirements in the component parts of this Agreement, the several Agreement Documents shall take precedence in the following order:

1. Supplemental Agreements

2. Agreement

3. General Conditions

4. Detailed Scope of Work

5. Specifications

6. Drawings

3 CHANGES AND EXTRA WORK

The CITY may, at any time, request changes in the work to be performed hereunder. All such changes, including any increase or decrease in the amount of the SERVICE PROVIDER'S compensation, which are mutually agreed upon by and between the CITY and the SERVICE PROVIDER, shall be incorporated in written Supplemental Agreements to the Agreement.

4 PERSONNEL AND EQUIPMENT

The SERVICE PROVIDER represents that it has secured or will secure, at its own expense, all personnel necessary to complete this Agreement; none of whom shall be employees of, or have any contractual relationship with, the CITY. Primary liaison with the CITY will be through its designee. All of the services required hereunder will be performed by the SERVICE PROVIDER under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under law to perform such services.

The SERVICE PROVIDER shall employ only persons duly registered in the appropriate category in responsible charge of supervision and design of the work; and further shall employ only qualified surveyors in responsible charge of any survey work.

The SERVICE PROVIDER shall endorse all reports, contract plans, and survey data. Such endorsements shall be made by a person duly registered in the appropriate category by the Georgia State Board of Registration, being in the full employ of the SERVICE PROVIDER and responsible for the work prescribed by this Agreement.

5 ACCURACY OF WORK

The SERVICE PROVIDER shall be responsible for the accuracy of the work and shall promptly correct errors and omissions in its plans and specifications without additional compensations.

Acceptance of the work by the CITY will not relieve the SERVICE PROVIDER of the responsibility for subsequent correction of any errors and the clarification of any ambiguities.

6 FINDINGS CONFIDENTIAL

The SERVICE PROVIDER agrees that its conclusions and any reports are for the confidential information of the CITY and that it will not disclose its conclusions in whole or in part to any persons whatsoever, other than to submit its written documentation to the CITY, and will only discuss the same with it or its authorized representatives. Upon completion of this Agreement term, all documents, reports, maps, data and studies prepared by the SERVICE PROVIDER pursuant thereto shall become the property of the CITY and be delivered to the DEPARTMENT.

Articles, papers, bulletins, reports, or other materials reporting the plans, progress, analyses, or results and findings of the work conducted under this Agreement shall not be presented publicly or published without prior approval in writing of the CITY.

It is further agreed that if any information concerning the PROJECT, its conduct, results, or data gathered or processed should be released by the SERVICE PROVIDER without prior approval from the CITY, the release of same shall constitute grounds for termination of this Agreement without indemnity to the SERVICE PROVIDER, but should any such information be released by the CITY or by the SERVICE PROVIDER with such prior written approval, the same shall be regarded as public information and no longer subject to the restrictions of this Agreement.

7 TERMINATION OF AGREEMENT FOR CAUSE

If through any cause the SERVICE PROVIDER shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the SERVICE PROVIDER shall violate any of the covenants, agreements or stipulations of this Agreement, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to the SERVICE PROVIDER of such termination, and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. Failure to maintain the scheduled level of effort as proposed and prescribed, or deviation from the aforesaid scheduler without prior approval of the CITY shall constitute cause for termination. In such event, all finished or unfinished documents, maps, data, studies, work papers and reports prepared by the SERVICE PROVIDER under this Agreement shall become the property of the CITY, and the SERVICE PROVIDER shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents, as determined by the CITY.

8 TERMINATION FOR CONVENIENCE OF THE CITY

The CITY may terminate this Agreement for its convenience at any time upon 30 days notice in writing to the SERVICE PROVIDER. If the Agreement is terminated by the CITY as provided in this Article 8, the SERVICE PROVIDER will be paid compensation for those services actually performed. Partially completed tasks will be compensated for based on a signed statement of completion to be submitted by the SERVICE PROVIDER which shall itemize each task element and briefly state what work has been completed and what work remains to be done.

All such expenses shall be properly documented and submitted to the CITY for processing and payment.

The CITY shall be the final authority in the event of any disputes over authorized costs between the CITY and the Service Provider.

9 SERVICE PROVIDERS TO COOPERATE WITH OTHER SERVICE PROVIDERS

If the CITY undertakes or awards other contracts for additional related work, the SERVICE PROVIDER shall fully cooperate with such other SERVICE PROVIDERS and the CITY employees or appointed committee(s), and carefully fit its own work to such additional work as may be directed by the CITY. The SERVICE PROVIDER shall not commit or permit any act which will interfere with the performance of work by any other SERVICE PROVIDER or CITY employees.

10 INDEMNIFICATION

SERVICE PROVIDER agrees to protect, defend, indemnify, and hold harmless the CITY, its Mayor, City Council, officers, agents and employees from and against any and all liability, damages, claims, suits, liens, expenses, and judgments, for whatever nature, including claims for contribution and/or indemnification, for injuries to or death of any person or persons, or damage to the property or other rights of any person or persons to the extent arising out of and attributed to the negligence, recklessness, or intentionally wrongful conduct of the SERVICE PROVIDER or other persons employed or utilized by the SERVICE PROVIDER in the performance of the contract. SERVICE PROVIDER's obligation to protect, defend, indemnify, and hold harmless, as set forth hereinabove shall include any matter arising out of any patent, trademark, copyright, or service mark, or any actual or alleged unfair competition disparagement of product or service, or other business tort of any type whatsoever, or any actual or alleged violation of trade regulations.

SERVICE PROVIDER further agrees to protect, defend, indemnify, and hold harmless the CITY, its commissioners, officers, agents, and employees from and against any and all claims or liability for compensation under the Worker's Compensation Act arising out of injuries sustained by any employee of the SERVICE PROVIDER.

11 COVENANT AGAINST CONTINGENT FEES

The SERVICE PROVIDER warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by SERVICE PROVIDER for the purpose of securing business and that the SERVICE PROVIDER has not received any non-CITY fee related to this Agreement without the prior written consent of the CITY. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee.

12 INSURANCE

The SERVICE PROVIDER shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy (s) that will ensure and indemnify both the CITY and SERVICE PROVIDER against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error, act, or omission of the SERVICE PROVIDER during the term of this Agreement. The liability under such insurance policy shall be not less than as stated in the Bid Proposal.

The SERVICE PROVIDER shall provide, at all times that this Agreement is in effect, Worker's Compensation insurance in accordance with the laws of the State of Georgia.

The SERVICE PROVIDER shall provide, at all times that this Agreement is in effect, Professional Liability Insurance with a limit of not less than that as stated in the Bid Proposal.

Additionally, SERVICE PROVIDER shall provide, at all times that this Agreement is in effect, automobile liability insurance with a limit of not less than that as stated in the Bid Proposal.

The policies shall be written by a responsible company(s), to be approved by the CITY, and shall be non-cancelable except on thirty-(30) days' written notice to the CITY. Such policies shall name the CITY as additional insured, except for worker's compensation and professional liability policies, and a copy of such policy or a certificate of insurance shall be filed with the Director at the time of the execution of this Agreement.

13 PROHIBITED INTERESTS

13.1 Conflict of Interest: The SERVICE PROVIDER agrees that it presently has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner or degree with the performance of its services hereunder.

13.2 Interest of Public Officials: No member, officer, or employee of the CITY during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

14 SUBCONTRACTING

The SERVICE PROVIDER shall not subcontract any part of the work covered by this Agreement or permit subcontracted work to be further subcontracted without the DEPARTMENT's prior written approval of the subservice provider, except as may have been specifically stated in the SERVICE PROVIDER'S response to proposal per Exhibit A. The DEPARTMENT will not approve any subservice provider for work covered by this Agreement that has not been recommended for approval by the Department Director.

All subcontracts in the amount of $1,000 or more shall include the provisions set forth in this Agreement.

15 ASSIGNABILITY

The SERVICE PROVIDER shall not assign or transfer whether by an assignment or novation, any of its rights, obligations, benefits, liabilities or other interest under this Agreement without the written consent of the CITY.

16 EQUAL EMPLOYMENT OPPORTUNITY

During the performance of this Agreement, the SERVICE PROVIDER agrees as follows: (1) the SERVICE PROVIDER will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin; (2) the SERVICE PROVIDER will, in all solicitations or advertisements for employees placed by qualified applicants, receive consideration for employment without regard to race, creed, color, sex or national origin; (3) the SERVICE PROVIDER will cause the foregoing provisions to be inserted in all subcontracts for any work covered by the Agreement so that such provision will be binding upon each subservice provider, provided that the foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies of raw materials.

17 ANTI-KICKBACK CLAUSE

Salaries of architects, draftsmen, technical engineers and engineers, and technicians performing work under this Agreement shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except only such payroll deductions as are mandatory by law. The SERVICE PROVIDER hereby promises to comply with all applicable "Anti-kickback" laws, and shall insert appropriate provisions in all subcontracts covering work under this Agreement.

18 AUDITS AND INSPECTORS

At any time during normal business hours and as often as the CITY may deem necessary, the SERVICE PROVIDER shall make available to the CITY for examination all of its records with respect to all matters covered by this Agreement. It shall also permit the CITY to audit, examine and make copies, excerpts or transcripts from such records of personnel, conditions of employment and other data relating to all matters covered by this Agreement.

The SERVICE PROVIDER shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred on the Project and used in support of its proposal and shall make such material available at all reasonable times during the period of the Agreement, and for three years from the date of final payment under the Agreement, for inspection by the CITY or any reviewing agencies, and copies thereof shall be furnished upon request. The SERVICE PROVIDER agrees that the provisions of this Article shall be included in any Agreements it may make with any subservice provider, assignee, or transferee.

19 OWNERSHIP, PUBLICATION, REPRODUCTION AND USE

All documents and materials prepared pursuant to this Agreement are the property of the CITY. The CITY shall have the unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, maps, or other materials prepared under this Agreement without according credit of authorship. The CITY shall hold harmless and indemnify the SERVICE PROVIDER against all claims arising out of such use of documents and materials without the SERVICE PROVIDER'S knowledge and consent.

20 VERBAL AGREEMENT OR CONVERSATION

No verbal agreement or conversation with any officer, agent, or employee of the CITY, either before, during, or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained, nor shall such verbal agreement or conversation entitle the SERVICE PROVIDER to any additional payment whatsoever under the terms for this Agreement. All changes to this Agreement shall be in writing and appended hereto as prescribed in Article 3 above.

21 INDEPENDENT SERVICE PROVIDER

The SERVICE PROVIDER shall perform the services under this Agreement as an independent service provider and nothing contained herein shall be construed to be inconsistent with this relationship or status.

Nothing in this Agreement shall be interpreted or construed to constitute the SERVICE PROVIDER or any of its agents or employees to be the agent, employee, or representative of the CITY.

CITY OF LAWRENCEVILLE

PURCHASING DEPARTMENT

GENERAL INSTRUCTIONS FOR PROPOSERS, TERMS AND CONDITIONS

I. PREPARATION OF PROPOSALS

A. Each proposer shall examine the drawings, specifications, schedule and all instructions.

Failure to do so will be at the proposer’s risk.

B. Each proposer shall furnish all information required by the proposal form or document.

Each proposer shall sign the proposal and print or type his or her name on the schedule. The person signing the proposal must initial erasures or other changes. An authorized agent of the company must sign proposals.

C. Individuals, firms and businesses seeking an award of a City of Lawrenceville contract may not initiate or continue any verbal or written communications regarding a solicitation with any City officer, elected official, employee or other City representative without permission of the Purchasing Associate…