Sample County Contract.pdf

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Attached to
2026-094 Candler Road-Flat Shoals Parkway LCI Master Plan Study Update
Solicitation number
PE-64400-NONST-2027-000000286
Issued by
Dekalb County, Georgia

About this file

This is a sample professional services contract agreement from DeKalb County, Georgia, for the Candler Road/Flat Shoals Parkway Livable Centers Initiative (LCI) Master Plan Study Update. The project involves updating the LCI Master Plan for an approximately 1,900-acre study area located in unincorporated Decatur, Georgia, serving an estimated population of 7,206 residents. The study area is primarily designated as Regional Center and Neighborhood Center within the DeKalb County Unified Plan and extends from Interstate 20 to the North, Columbia Drive to the East, the South River to the South, and toward Doolittle Creek to the West, with Interstate 285 traversing the center of the corridor. The contract commences within ten days of receiving written Notice to Proceed and automatically renews each January 1st unless terminated, with an absolute termination date of December 31, 20XX, unless extended by Change Order approved by the DeKalb County Governing Authority and the Consultant.

The contract price is not to exceed a specified amount and is subject to the Consultant's Cost Proposal detailed in Attachment B, with payment made no later than thirty days after submittal of undisputed invoices. The project is partially financed by the federal Surface Transportation Block Grant Program from the United States Department of Transportation, with the Georgia Department of Transportation and Atlanta Regional Commission (ARC) serving as Concerned Funding Agencies whose terms and conditions are incorporated into the agreement. The Consultant is required to comply with Georgia's First Source Jobs Ordinance, making good faith efforts to hire DeKalb County residents for at least fifty percent of all jobs created, and must maintain various insurance coverages including Professional Liability Insurance of $1,000,000, Commercial General Liability Insurance of $1,000,000, and Umbrella/Excess Insurance of $5,000,000 per occurrence. The agreement requires compliance with federal work authorization verification under O.C.G.A. 13-10-91 for all employees and subcontractors.

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ATTACHMENT D

COUNTY’S SAMPLE CONTRACT

AGREEMENT FOR PROFESSIONAL SERVICES

DEKALB COUNTY, GEORGIA

THIS AGREEMENT made as of this ____day of _____, 20___, (hereinafter called the “execution date”) by and between DEKALB COUNTY, a political subdivision of the State of Georgia (hereinafter referred to as the “County”), and ____________________, a corporation organized and existing under the laws of the State of __________, with offices in __________ __________, __________ (hereinafter referred to as “Consultant”), shall constitute the terms and conditions under which the Consultant shall provide _______________________ in DeKalb County, Georgia.

WITNESSETH: That for and in consideration of the mutual covenants and agreements herein set forth, the County and the Consultant hereby agree as follows:

ARTICLE I. CONTRACT TIME & TERM

The Consultant shall commence the Work under this Contract within ten (10) days from the receipt of the written Notice to Proceed and shall fully complete the work on ____________. As required by O.C.G.A §36-60-13, this Contract shall (i) terminate without further obligation on the part of the County each and every December 31st, as required by O.C.G.A. § 36-60-13, as amended, unless terminated earlier in accordance with the termination provisions of this Contract; (ii) automatically renew on each January 1st, unless terminated in accordance with the termination provisions of this Contract; and (iii) terminate absolutely, with no further renewals, on December 31, 20XX, unless extended by Change Order adopted and approved by the DeKalb County Governing Authority and the Consultant in accordance with the terms of this Contract.

ARTICLE II. PAYMENT

As full payment for the faithful performance of this Contract, the County shall pay the Consultant, the Contract Price, which is an amount not to exceed ______________ ($__________), unless changed by written Change Order in accordance with the terms of this Contract. The term “Change Order” includes the term “amendment” and shall mean a written order authorizing a change in the Work, and an adjustment in Contract Price to Consultant or the Contract Term, as adopted and approved by the Consultant and the DeKalb County Governing Authority, or the Chief Executive Officer, if exempted from Governing Authority adoption and approval in accordance with the express terms of this Contract. The Chief Executive Officer or his/her designee shall have the authority to approve and execute a Change Order lowering the Contract Price or increasing the Contract Price up to twenty percent (20%) of the original Contract Price, provided that the total amount of the increase authorized by such Change Order is less than $100,000.00. If the original Contract or Purchase Order Price does not exceed $100,000.00, but the Change Order will make the total Contract Price exceed $100,000.00, then the Change Order will require approval by official action of the Governing Authority. Any other increase of the Contract Price shall be by Change Order adopted and approved by the DeKalb County Governing Authority and the Consultant in accordance with the terms of this Contract. Amounts paid to the Consultant shall comply with and not exceed Attachment B, the Consultant’s Cost Proposal, consisting of page(s) attached hereto and incorporated herein by reference. Payment is to be made no later than thirty (30) days after submittal of undisputed invoice.

Invoice(s) must be submitted as follows:

A. Original invoice(s) must be submitted and uploaded in CV360-iSupplier:

Vendor- CV360 Login

With a copy to:

DeKalb County, Georgia Attention: “USER DEPARTMENT”

B. Upon award, Prime Consultant(s) with Local Small Business Enterprise

(LSBE)SubConsultant(s) shall enter utilization reports electronically at www.dekalblsbe.info. Proof of payment to the LSBE SubConsultant must be uploaded and submitted. LSBE SubConsultants shall confirm receipt of payment from the Prime, electronically also, at www.dekalblsbe.info

ARTICLE III. SCOPE OF WORK

The Consultant agrees to provide all services in accordance with, Attachment A, Scope of

Work attached hereto and incorporated herein by reference, the County’s Solicitation No. 2026-074 Candler Road-Flat Shoals Parkway LCI Master Plan Study Update, attached hereto as Appendix I and incorporated herein by reference, and the Consultant’s response thereto, attached hereto as Appendix II and incorporated herein by reference.

The Consultant’s services shall include all things, personnel, and materials necessary to accomplish specific projects authorized by the County.

ARTICLE IV. GENERAL CONDITIONS

A. Accuracy of Work The Consultant shall be responsible for the accuracy of the Work and any error and/or omission made by the Consultant in any phase of the Work under this Agreement.

B. Additional Work The County shall in no way be held liable for any work performed under this section which has not first been approved in writing by the County in the manner required by applicable law and/or the terms of this Contract. The County may at any time order changes within the scope of the Work without invalidating the Contract upon seven (7) days written notice to the Consultant. The Consultant shall proceed with the performance of any changes in the Work so ordered by the County unless such change entitles the Consultant to a change in Contract Price, and/or Contract Term, in which event the Consultant shall give the County written notice thereof within fifteen (15) days after the receipt of the ordered change, and the Consultant shall not execute such changes until it receives an executed Change Order from the County. No extra cost or extension of time shall be allowed unless approved by the County and authorized by execution of a Change Order. The parties’ execution of any Change Order constitutes a final settlement of all matters relating to the change in the Work which is the subject of the Change Order. The County shall not be liable for payment for any work performed under this section which has not first been approved in writing by the County in the manner required by applicable law and/or the terms of this Contract.

C. Ownership of Documents All documents and work product, including drawings, estimates, specifications, and data are and remain the property of the County. The Consultant agrees that the County, ARC and the Concerned Funding Agencies have unrestricted rights to use, and to authorize others to use, the work products from this Agreement and any subcontracts without first obtaining permission of the Consultant and without any payment of any monies to the Consultant, therefore.

D. Right to Audit The County shall have the right to audit all books and records, including electronic records, relating or pertaining to this contract or agreement, including but not limited to all financial and performance related records, property, and equipment purchased in whole or in part with https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fidcs-433bb127b6d54b588d02a96132c6272c.identity.oraclecloud.com%2Fui%2Fv1%2Fmyconsole&data=05%7C02%7Cmnbutler%40dekalbcountyga.gov%7Cdb9139a6e3104a051db008dd4717c3f4%7C292d5527abff45ffbc92b1db1037607b%7C1%7C0%7C638744889571670350%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=HVmA6n1qxsNkAfVcoQtw616YDv0a%2FMVmoBVAiNh8UJU%3D&reserved=0 http://www.dekalblsbe.info/ http://www.dekalblsbe.info/

County funds and any documents or materials which support those records, kept under the control of the Consultant, including but not limited to those kept by the Consultant’s employees, agents, assigns, successors and subConsultants. The County also has the right to communicate with Consultant’s employees related to the audited records.

The Consultant shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of this contract and for seven (7) years after termination or expiration, including any and all renewals thereof. The books and records, together with supporting documents and materials shall be made available, upon request to the County or its designee, during normal business hours at the Consultant’s office or place of business. In the event that no such location is available, then the books, records, and supporting documents shall be made available for audit at a time and location which is convenient for the County.

E. Successors and Assigns the Consultant agrees it shall not sublet, assign, transfer, pledge, convey, sell, or otherwise dispose of the whole or any part of this Contract or his/her right, title, or interest therein to any person, firm, or corporation without the previous written consent of the County.

If the County consents to any such assignment or transfer, then the Consultant binds itself, its partners, successors and assigns to all covenants of this Contract. Nothing contained in this Contract shall create, nor be interpreted to create privity, or any other relationship whatsoever, between the County and any person, or entity or than Consultant.

F. Reviews and Acceptance Work performed by the Consultant shall be subject to review and acceptance in stages as required by the County. Acceptance shall not relieve the Consultant of its professional obligation to correct, at his/her own expense, any errors in the Work.

G. Termination of Agreement the Consultant understands and agrees that the date of the beginning of Work, rate of progress, and time for completion of the Work are essential conditions of this Contract. The County may, for its own convenience and at its sole option, without cause and without prejudice to any other right or remedy of County, elect to terminate the Contract by delivering to the Consultant, at the address listed in the Notices article of this Contract, a written notice of termination specifying the effective date of termination. Such notice shall be delivered to Consultant at least thirty (30) days prior to the effective date of termination. If Consultant’s services are terminated by the County, the termination will not affect any rights or remedies of the County then existing or which may thereafter accrue against Consultant or its surety. In case of termination of this Contract before completion of the Work, Consultant will be paid only for the portion of the Work satisfactorily performed through the effective date of termination as determined by the County. Neither party shall be entitled to recover lost profits, special, consequential or punitive damages, attorney’s fees or costs from the other party to this Contract for any reason whatsoever. This Contract shall not be deemed to provide any third-party with any remedy, claim, right of action, or other right. The parties’ obligations pursuant to this Section shall survive any acceptance of Work, or termination or expiration of this Contract.

H. Indemnification Agreement the Consultant shall be responsible from the execution date or from the time of the beginning of the Work, whichever shall be the earlier, for all injury or damage of any kind resulting from the Work to persons or property, including employees and property of the County. The Consultant shall exonerate, indemnify, and save harmless the County, its elected officials, officers, employees, agents and servants, hereinafter collectively referred to in this Section as “the County Indemnitees,” from and against all claims or actions based upon or arising out of any damage or injury (including without limitation any injury or death to persons and any damage to property) caused by or sustained in connection with the performance of this Contract or by conditions created thereby or arising out of or any way connected with Work performed under this Contract, as well as all expenses incidental to the defense of any such claims, litigation, and actions. Furthermore, Consultant shall assume and pay for, without cost to the County Indemnitees, the defense of any and all claims, litigation, and actions suffered through any act or omission of the Consultant, or any SubConsultant, or anyone directly or indirectly employed by or under the supervision of any of them.

Notwithstanding any language or provision in this Contract, Consultant shall not be required to indemnify any County Indemnitee against claims, actions, or expenses based upon or arising out of the County Indemnitee’s sole negligence. As between the County Indemnitees and the Consultant as the other party, the Consultant shall assume responsibility and liability for any damage, loss, or injury, including death, of any kind or nature whatever to person or property, resulting from any kind of claim made by Consultant’s employees, agents, vendors, Suppliers or SubConsultants caused by or resulting from the performance of Work under this Contract, or caused by or resulting from any error, omission, or the negligent or intentional act of the Consultant, vendors, Suppliers, or SubConsultants, or any of their officers, agents, servants, or employees. The Consultant shall defend, indemnify, and hold harmless the County Indemnitees from and against any and all claims, loss, damage, charge, or expense to which they or any of them may be put or subjected by reason of any such damage, loss, or injury.

The Consultant expressly agrees to provide a full and complete defense against any claims brought or actions filed against the County Indemnitees, where such claim or action involves, in whole or in part, the subject of the indemnity contained in this Contract, whether such claims or actions are rightfully or wrongfully brought or filed. The County has the sole discretion to choose the counsel who will provide the defense. No provision of this Contract and nothing herein shall be construed as creating any individual or personal liability on the part of any elected official, officer, employee, agent or servant of the County, nor shall the Contract be construed as giving any rights or benefits hereunder to anyone other than the parties to this Contract. The parties’ obligations pursuant to this Section shall survive any acceptance of Work, or termination or expiration of this Contract.

I. Insurance Prior to commencing work, Consultant shall, at its sole expense, procure and maintain insurance of the types and in the amounts described below from insurer(s) authorized to transact business in the state where the work or operations will be performed by Consultant. Such insurance shall be placed with admitted insurers that maintain an A.M. Best's rating of not less than “A” (Excellent) with a Financial Size Category of VII or better with coverage forms acceptable to Consultant. The insurance described below shall be maintained uninterrupted for the duration of the project, including any warranty periods, and shall protect Consultant, and others as required by contract, for liabilities in connection with work performed by or on behalf of Consultant, its agents, representatives, employees or Consultants.

1. Certificates of Insurance in companies doing business in Georgia and acceptable to the County covering:

(a) Statutory Workers’ Compensation Insurance, or proof that Consultant is not required to provide such coverage under State law.

(1) Employer’s liability insurance by accident, each accident $1,000,000

(2) Employer’s liability insurance by disease, policy limit $1,000,000

(3) Employer’s liability insurance by disease, each employee $1,000,000

(b) Professional Liability Insurance on the Consultant’s services in this Agreement with limit of $1,000,000.

(c) Commercial General Liability Insurance covering all operations with combined single limit of $1,000,000.

(d) Comprehensive Automobile Liability Insurance with form coverage for all owned, non-owned and hired vehicles with combined single limit of $1,000,000.

(e) Umbrella or Excess Insurance. Umbrella or excess insurance is to be provided with General Liability, Auto Liability and Employers Liability scheduled as underlying policies with limits not less than the following:

$5,000,000 per occurrence $5,000,000 aggregate

2. Additional Insured Requirement:

(a) The County, its elected officials, officers, employees and agents, hereinafter referred to in this article and in the article entitled “Certificates of Insurance” as “the County and its officers” are to be named as additional insured on all policies of insurance except worker’s compensation insurance with no cross suits exclusion. The County and its officers shall be included as additional insureds under commercial general liability and commercial umbrella insurance, for liabilities arising out of both the ongoing and completed operations of Consultant. Such additional insured coverage shall be endorsed to Consultant’s policy by attachment of ISO Additional Insured Endorsement forms CG 20 10 10 01 (ongoing operations) and CG 20 37 10 01 (products-completed operations), or form(s) providing equivalent coverage.

(b) All coverages required of the Consultant will be primary over any insurance or self-insurance program carried by the County.

(c) If the Consultant is a joint venture involving two (2) or more entities, then each independent entity will satisfy the limits and coverages specified here or the joint venture will be a named insured under each respective policy specified.

3. Fidelity Bond coverage shall be provided. Coverage limits shall not be less than the amount scheduled in the contract.

4. Certificates of Insurance must be executed in accordance with the following provisions:

(a) Certificates to contain policy number, policy limits, and policy expiration date of all policies issued in accordance with this Agreement.

(b) Certificates to contain the location and operations to which the insurance applies.

(c) Certificates to contain Consultant’s protective coverage for any subConsultant’s operations.

(d) Certificates to contain Consultant’s contractual liability insurance coverage.

(e) Certificates are to be issued to:

DeKalb County, Georgia Director of Purchasing & Contracting The Maloof Center, 2nd Floor 1300 Commerce Drive Decatur, Georgia 30030

5. The Consultant shall be wholly responsible for securing certificates of insurance coverage as set forth above from all subConsultants who are engaged in this work.

6. The Consultant agrees to carry statutory Workers’ Compensation Insurance and to have all subConsultants likewise carry statutory Workers’ Compensation Insurance.

7. Consultant agrees to waive all rights of subrogation and other rights of recovery against the County and its officers and shall cause each SubConsultant to waive all rights of subrogation for all coverage, excluding Professional E&O.

8. Failure of the County to demand such certificate or other evidence of full compliance with these insurance requirements or failure of the County to identify a deficiency from evidence provided will not be construed as a waiver of the Consultant’s obligation to maintain such coverage. Consultant understands and agrees that the purchase of insurance in no way limits the liability of the Consultant.

9. Certificates shall state that the policy or policies shall not expire, be cancelled or altered without at least sixty (60) days prior written notice to the County. Policies and Certificates of Insurance listing the County and its officers as additional insureds (except for workers’ compensation insurance) shall conform to all terms and conditions (including coverage of the indemnification and hold harmless agreement) contained in this Contract.

10. If the County shall so request, the Consultant will furnish the County for its inspection and approval such policies of insurance with all endorsements, or confirmed specimens thereof certified by the insurance company to be true and correct copies. Consultant shall be responsible and have the financial wherewithal to cover any deductibles or retentions included on the certificate of insurance.

J. Georgia Laws Govern The laws of the State of Georgia shall govern the construction of this Contract without regard for conflicts of laws. Should any provision of this Contract require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party, by reason of the rule of construction, that a document is to be construed more strictly against the party who itself or through its agent prepared same; it being agreed that the agents of all parties have participated in the preparation hereof, and all parties have had an adequate opportunity to consult with legal counsel. In interpreting this Contract in its entirety, the printed provisions of this Contract, and any additions written or typed hereon, shall be given equal weight, and there shall be no inference by operation of law or otherwise; that any provision of this Contract shall be construed against either party hereto.

K. Venue This Agreement shall be deemed to have been made and performed in DeKalb County, Georgia. For the purposes of venue, all suits or causes of action arising out of this Agreement shall be brought in the courts of DeKalb County, Georgia.

L. Consultant and SubConsultant Evidence of Compliance; Federal Work Authorization Pursuant to O.C.G.A. §13-10-91, the County cannot enter into a contract for the physical performance of services unless the Consultant, its SubConsultant(s) and sub-subConsultant(s), as that term is defined by state law, register and participate in the Federal Work Authorization Program to verify specific information on all new employees. Consultant certifies that it has complied and will continue to comply throughout the Contract Term with O.C.G.A. §13-10-91 and any related and applicable Georgia Department of Labor Rule. Consultant agrees to sign an affidavit evidencing its compliance with O.C.G.A. §13-10-91. The signed affidavit is attached to this Contract as Attachment D.

Consultant agrees that in the event it employs or contracts with any SubConsultant(s) in connection with this Contract, Consultant will secure from each SubConsultant an affidavit that certifies the SubConsultant’s current and continuing compliance with O.C.G.A. §13-10-91 throughout the Contract Term. Any signed SubConsultant affidavit(s) obtained in connection with this Contract shall be attached hereto as Attachment E. Each SubConsultant agrees that in the event it employs or contracts with any sub-subConsultant(s), each SubConsultant will secure from each sub-subConsultant an affidavit that certifies the sub-subConsultant’s current and continuing compliance with O.C.G.A. §13- 10-91 throughout the Contract Term. Any signed sub-subConsultant affidavit(s) obtained in connection with this Contract shall be attached hereto as Attachment F.

M. County Representative the County may designate a representative through whom the Consultant will contact the County. In the event of such designation, said representative shall be consulted and his/her written recommendation obtained before any request for extra work is presented to the County. Payments to the Consultant shall be made only upon itemized bill submitted to and approved by said representative.

N. Consultant’s Status the Consultant will supervise and direct the Work, including the Work of all SubConsultants. Only persons skilled in the type of work which they are to perform shall be employed. The Consultant shall, at all times, maintain discipline and good order among his/her employees, and shall not employ any unfit person or persons or anyone unskilled in the work assigned him/her. The relationship between the County and the Consultant shall be that of owner and independent Consultant. Other than the consideration set forth herein, the Consultant, its officers, agents, servants, employees, and any SubConsultants shall not be entitled to any County employee benefits including, but not limited to social security, insurance, paid annual leave, sick leave, worker's compensation, free parking or retirement benefits. All services provided by Consultant shall be by employees of Consultant or its SubConsultants and subject to supervision by Consultant. No officer or employee of Consultant or any SubConsultant shall be deemed an officer or employee of the County.

Personnel policies, tax responsibilities, social security payments, health insurance, employee benefits and other administrative policies, procedures or requirements applicable to the Work or services rendered under this Contract shall be those of the Consultant, not the County.

O. Georgia Open Records Act Consultant shall comply with the applicable provisions of the Georgia Open Records Act, O.C.G.A. §50-18-70 et seq.

P. First Source Jobs Ordinance and Preferred Employees The Consultant is required to comply with the DeKalb County First Source Jobs Ordinance, Code of DeKalb County as Revised 1988, section 2-231 et seq., and among other things, is required to make a good faith effort to hire DeKalb County residents for at least fifty percent 50% of all jobs created by an Eligible Project, as that term is defined in the First Source Ordinance, using the First Source Registry. Consultants, subConsultants, and independent Consultants bidding on this contract will be encouraged by DeKalb County to have 25% or more of their labor forces for this project consist of Preferred Employees selected from the First Source Registry. The First Source Registry has Preferred Employees trained by U.S. Department of Labor registered apprenticeship programs and other partners. The First Source Registry has Preferred Employees trained by U.S. Department of Labor registered apprenticeship programs and other partners. For information on Preferred Employees, please contact the WorkSource DeKalb by telephone at 404-687-3400 or in person at 774 Jordan Lane, Building 4, Decatur, GA 30033.

Q. Business License Consultant shall submit a copy of its current, valid business license with this Contract. If the Consultant is a Georgia corporation, Consultant shall submit a valid county or city business license. If Consultant is a joint venture, Consultant shall submit valid business licenses for each member of the joint venture. If the Consultant is not a Georgia corporation, Consultant shall submit a certificate of authority to transact business in the state of Georgia and a copy of its current, valid business license issued by its home jurisdiction. If Consultant holds a professional license, then Consultant shall submit a copy of the valid professional license. Failure to provide the business license, certificate of authority, or professional license required by this section, may result in the Contract being terminated. Consultant shall ensure that any insurance, license, permit or certificate submitted in response to the County’s RFP or as part of the Contract shall be current and valid when submitted, and shall remain valid, current and maintained in good standing for the Contract Term.

R. Sole Agreement This Contract constitutes the sole contract between the County and the Consultant. The terms, conditions, and requirements of this Contract may not be modified, except by Change Order. No verbal agreement or conversation with any officer, agent, or employee of the County, either before or after the execution of the Contract, shall affect or modify any of the terms or obligations herein contained. No representations, oral or written, shall be binding on the parties unless expressly incorporated herein. No Change Order shall be enforceable unless approved by official action of the County as provided by law or in this Contract.

S. Attachments and Appendices This Contract includes the following Attachments and Appendices all of which are incorporated herein by reference: Attachment A, Scope of Work, Attachment B, Consultant’s Cost Proposal; Attachment D, Consultant’s Affidavit; Attachment E, SubConsultant’s Affidavit(s); Attachment G, Certificate of Corporate Authority, Articles of Organization, or Joint Venture Certificate; Attachment H, Required Documents; Appendix I, County’s RFP; Appendix II, Consultant’s Response and Appendix III, Agreement between ARC and County.

T. Severability If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances, other than those as to which it is held invalid, shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law.

U. Notices Any notice or consent required to be given by or on behalf of any party hereto to any other party hereto shall be in writing and shall be sent to the County’s Chief Executive Officer and the Executive Assistant or to the Consultant or his/her authorized representative on the work site by (a) registered or certified United States mail, return receipt requested, postage prepaid, (b) personal delivery, or (c) overnight courier service. All notices sent to the addresses listed below shall be binding unless said address is changed in writing no less than fourteen days before such notice is sent. Future changes in address shall be effective upon written notice being given by the Consultant to the County’s Executive Assistant or by the County to the Consultant’s authorized representative via certified first-class U.S. mail, return receipt requested. Such notices will be addressed as follows:

If to the County:

Chief Executive Officer 1300 Commerce Drive, 6th Floor Decatur, GA 30030 and

Executive Assistant 1300 Commerce Drive Decatur, Georgia 30030

With a copy to: Chief Procurement Officer 1300 Commerce Drive, 2nd Floor Decatur, Georgia 30030

With a copy to: Director of the Finance Department 1300 Commerce Drive Decatur, Georgia 30030

If to the Consultant:

V. Counterparts This Contract may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same Contract.

W. Controlling Provisions, The Contract for this Project shall govern the Work. If any portion of the Contract shall be in conflict with any other portion, the various documents comprising the Contract shall govern in the following order of precedence: Contract, Change Orders or modifications issued after execution of the Contract; the provisions of the County’s RFP; and the Consultant’s Response thereto.

ARTICLE V. FUNDING SOURCE AND INCORPORATION OF TERMS AND

CONDITIONS FROM ARC AGREEMENT WITH THE COUNTY

This Agreement is partially financed by the federal Surface Transportation Block Grant

Program from the United States Department of Transportation. The United States Department of Transportation, the Georgia Department of Transportation and the Atlanta Regional Commission (ARC) are the Concerned Funding Agencies (collectively referred to as “the Concerned Funding Agencies”). Performance of the Agreement, in whole or in part, is contingent upon and subject to the availability of such funding under the federal Surface Transportation Block Grant Program to the County. Appropriate terms and conditions of the ARC Agreement with the County, attached hereto as Appendix III, apply to this Agreement as if fully incorporated herein.

[SIGNATURES FOLLOW ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in three counterparts, each to be considered as an original by their authorized representative.

By: (SEAL) Signature

Name (Typed or Printed)

Title

Federal Tax I.D. Number

Date

ATTEST:

Signature

Name (Typed or Printed)

Title

DEKALB COUNTY, GEORGIA

by Dir. (SEAL)

LORRAINE COCHRAN-JOHNSON

Chief Executive Officer

Date

ATTEST:

BARBARA H. SANDERS-NORWOOD,

CCC, CMC

Clerk of the Chief Executive Officer and Board of Commissioners of

APPROVED AS TO SUBSTANCE:

Department Director

APPROVED AS TO FORM:

County Attorney Signature

County Attorney Name (Typed or Printed)

ATTACHMENT A

(Sample County Contract)

SCOPE OF WORK

(To be inserted)

ATTACHMENT B

CONSULTANT’S COST PROPOSAL

ATTACHMENT D

Consultant Affidavit under O.C.G.A. §13-10-91

ATTACHMENT E

SubConsultant Affidavit under O.C.G.A. § 13-10-91

ATTACHMENT F

Sub-subConsultant Affidavit under O.C.G.A. § 13-10-91

ATTACHMENT G

CERTIFICATE OF CORPORATE AUTHORITY

(To be inserted if applicable)

ARTICLES OF ORGANIZATION

(To be provided by the Consultant if applicable)

CERTIFICATE OF AUTHORITY – JOINT VENTURE

(Separate Certificate to be submitted by each joint venture partner)

I, , certify that

1. I am the ________ (2) of __________________________,(3) (hereinafter “Venturer”);

2. Venturer is a partner and participant in the joint venture named as Consultant in that certain

Contract for Construction dated ______ with DeKalb County, issued pursuant to Invitation to Bid or Request for Proposal No. _______.

3. Venturer is organized and incorporated to do business under the laws of the State of

4. , who executed this Contract on behalf of the Consultant was, then and there, ; and

5. Said Contract was duly signed by said officer for and on behalf of said Venturer and the

Consultant pursuant to the authority of the governing body of each and within the scope of its corporate powers.

6. I further certify that the names and addresses of the owners of all the outstanding stock or ownership interest in Venturer as of this date are as follows:

This day of , 20 .

INSTRUCTIONS:

1. Name of secretary (if Venturer is a corporation), or Manager or CEO (if Venturer is an LLP) of Venturer.

2. Title of person executing Certification.

3. Name of joint venture partner.

MAKE COPIES OF THIS FORM AND SUBMIT A SEPARATE FORM FOR EACH JOINT VENTURE

PARTNER.

ATTACHMENT H

REQUIRED DOCUMENTS

The County’s Request for Proposals (RFP), Solicitation No. 2026-074-RFP

APPENDIX I

Response to the County’s Request for Proposals (RFP), Solicitation No. 2026-074-RFP

APPENDIX II

COUNTY’S SAMPLE CONTRACT
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE I. CONTRACT TIME & TERM
J. Georgia Laws Govern The laws of the State of Georgia shall govern the construction of this Contract without regard for conflicts of laws. Should any provision of this Contract require judicial interpretation, it is agreed that the court interpre...
T. Severability If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances, othe...
V. Counterparts This Contract may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same Contract.
W. Controlling Provisions, The Contract for this Project shall govern the Work. If any portion of the Contract shall be in conflict with any other portion, the various documents comprising the Contract shall govern in the following order of preceden...
APPENDIX II

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