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HomeMy WebLinkAboutAgenda CC - 05/19/2014 - Agenda Packet Joe Lockwood, Mayor CITY COUNCIL Karen Thurman Matt Kunz Bill Lusk Burt Hewitt Joe Longoria Rick Mohrig CITY COUNCIL CHAMBERS City Hall, Suite 107E Monday, May 19, 2014 Regular Council Meeting Agenda 6:00 PM INVOCATION - Patrick Abent, Inner Quest Church, Milton, Georgia. CALL TO ORDER 1) ROLL CALL 2) PLEDGE OF ALLEGIANCE (Led by the Sons of the American Revolution) 3) APPROVAL OF MEETING AGENDA (Add or remove items from the agenda) (Agenda Item No. 14-127) 4) PUBLIC COMMENT 5) CONSENT AGENDA 1. Approval of the May 5, 2014 City Council Regular Meeting Minutes. (Agenda Item No. 14-128) (Sudie Gordon, City Clerk) MILTON CITY COUNCIL REGULAR COUNCIL MEETING MAY 19 , 2014 Page 2 of 3 Persons needing special accommodations in order to participate in any City meeting should call 678-242-2500. 2. Approval of the Financial Statements for the Period Ending April, 2014. (Agenda Item No. 14-129) (Stacey Inglis, Assistant City Manager) 3. Approval of a Parks and Recreation Agreement for Outside Providers between the City of Milton and Sperber Music. (Agenda Item No. 14-130) (Jim Cregge, Parks & Recreation Director) 4. Approval of a Professional Services Agreement between the City of Milton and Pond & Company for Freemanville at Birmingham Road and Providence Road Intersection Improvements Concept Design. (Agenda Item No. 14-131) (Carter Lucas, Public Works Director) 5. Approval of a Professional Services Agreement between the City of Milton and Peoples & Quigley, Inc. to Provide Professional Engineering Services for the Design of the Fire Station #43 Septic Field Replacement. (Agenda Item No. 14-132) (Carter Lucas, Public Works Director) 6. Approval of a Construction Services Agreement between the City of Milton and Blount Construction Company, Inc. for the FY 14 Road Resurfacing Projects. (Agenda Item No. 14-133) (Carter Lucas, Public Works Director) 7. Approval of a Construction Services Agreement between the City of Milton and Urey Companies, LLC for the Webb Road Sidewalk Improvement Project. (Agenda Item No. 14-134) (Carter Lucas, Public Works Director) 8. Approval of a Service Agreement between the City of Milton Police Department and Vigilant Services, Inc. for Licensing and Software Services for the Police Departments Automated License Plate Readers. (Agenda Item No. 14-135) (Captain Shawn McCarty, Milton Police Department) 9. Approval of an Agreement between the City of Milton and Special Events Network, LLC for the Movies at the “Flicks & Food Trucks” Summer Event Series on June 14, July 12 and August 2, 2014. (Agenda Item No. 14-136) (Angela Thompson, Special Events and Project Manager) 6) REPORTS AND PRESENTATIONS 1. Proclamation Recognizing Memorial Day. (Presented by Councilmember Bill Lusk) MILTON CITY COUNCIL REGULAR COUNCIL MEETING MAY 19 , 2014 Page 3 of 3 Persons needing special accommodations in order to participate in any City meeting should call 678-242-2500. 7) FIRST PRESENTATION (None) 8) PUBLIC HEARING (None) 9) ZONING AGENDA 1. Consideration of ZM14-02 – 805 Honors Circle (Lot 25), Jalil Poorak, to Modify Condition 1.e. (RZ85-181) to the following: To Reduce the 100 Foot Building Setback from the Property Line of the C.U.P. to 60 Feet Along the South Property Line for Lot 25. (Agenda Item No. 14-137) (First Presentation at May 5, 2014 Regular City Council Meeting) (Kathleen Field, Community Development Director) 10) UNFINISHED BUSINESS (None) 11) NEW BUSINESS 1. Consideration of an Agreement between the City of Milton and Dillon Forge, Inc. for Bell Memorial Park Public Art. (Agenda Item No. 14-138) (Jim Cregge, Parks & Recreation Director) 2. Consideration of a Parks and Recreation Agreement for Outside Providers between the City of Milton and Southern Educational Resources, LLC. (Agenda Item No. 14-139) (Jim Cregge, Parks & Recreation Director) 3. Consideration of a Resolution Authorizing the Issuance of Revenue Bonds and the Execution, Delivery and Performance of an Intergovernmental Contract Relating Thereto. (Agenda Item No. 14-140) (Ken Jarrard, City Attorney) 12) MAYOR AND COUNCIL REPORTS 13) STAFF REPORTS 14) EXECUTIVE SESSION (if needed) 15) ADJOURNMENT (Agenda Item No. 14-141) The minutes were provided electronically HOME OF' -JE BEST-:.IALITY OF LIFE )N GEC MILTON* ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Approval of the Financial Statements for the Period Ending April, 2014. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: APPROVED CITY ATTORNEY APPROVAL REQUIRED: () YES CITY ATTORNEY REVIEW REQUIRED: O YES APPROVAL BY CITY ATTORNEY () APPROVED PLACED ON AGENDA FOR: 0 C- 1 114 REMARKS () NOT APPROVED x NO (�NO O NOT APPROVED ® Your = *** :� -(jreen ;cgK,f� ; PHONE: 678.242.2500 FAX: 678.242.2494 c',ty f in{o�cityofmiltonga.us www.cityofrniHanga.us Community LAGER"IFIEO BRONZE 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 To: Honorable Mayor and City Council Members From: Stacey Inglis, Assistant City Manager Date: Submitted on May 13, 2014 for the May 19, 2014 Regular Council Meeting Agenda Item: Financial Statements for Period 7 – April 2014 Overview and Financial Highlights: General Fund Revenue collections for the General Fund are 6.14% over what is anticipated for the seventh period of the fiscal year. Total expenditures to-date are $11,265,565 and are 5.32% less than expected for this period of the fiscal year. Capital Project Fund Expenditures within this fund continue to occur on a project-by-project basis. With a total project expenditure budget of $13,744,324, capital expenditures-to-date total $2,631,993. City of Milton STATEMENT OF REVENUES & EXPENDITURES General Fund For the Period Ending April 2014 Actual Budgeted Variance over/(under)Actual Budgeted Variance over/(under) Property Tax 8,344,000 38,799 38,513 286 264,628 242,563 22,066 Motor Vehicle Tax 700,000 98,535 58,333 40,202 502,178 350,000 152,178 Intangible Tax 250,000 12,911 20,833 (7,922) 83,239 125,000 (41,761) Real Estate Transfer Tax 75,000 7,805 6,250 1,555 33,906 37,500 (3,594) Franchise Fees 1,800,000 394,989 390,000 4,989 977,495 1,020,000 (42,505) Local Option Sales Tax 7,000,000 674,256 583,333 90,923 3,633,354 3,500,000 133,354 Alcohol Beverage Excise Tax 285,000 22,432 23,750 (1,318) 138,610 142,500 (3,890) Business & Occupation Tax 605,000 167,303 48,400 118,903 601,491 592,900 8,591 Insurance Premium Tax 1,600,000 - - - - - - Financial Institution Tax 33,000 1,000 - 1,000 35,172 33,000 2,172 Penalties & Interest 30,000 9,500 583 8,917 31,327 24,203 7,123 Alcohol Beverage Licenses 135,000 - - - 138,600 135,000 3,600 Other Non-Business Permits/Licenses 15,686 1,451 1,224 227 18,116 9,567 8,549 Zoning & Land Disturbance Permits 152,329 10,874 12,694 (1,820) 164,878 88,859 76,019 Building Permits 400,000 36,081 33,333 2,748 227,563 233,333 (5,770) Intergovernmental Revenue 1,711 - - - 1,711 1,711 0 Other Charges for Service 439,661 59,363 40,318 19,045 347,842 281,469 66,373 Municipal Court Fines 481,600 56,519 40,133 16,385 309,807 280,933 28,874 Interest Earnings 14,500 588 1,208 (620) 11,310 8,458 2,851 Contributions & Donations 1,188 - 91 (91) 1,188 693 495 Other Revenue 29,540 20,971 2,462 18,509 39,892 17,232 22,661 Other Financing Sources 64,000 - - - 1,150 1,150 - Total Revenues 22,457,215 1,613,377 1,301,460 311,917 7,563,457 7,126,071 437,386 Actual Budgeted Variance over/(under)Actual Budgeted Variance over/(under) Mayor and Council 166,576 8,365 9,779 (1,413) 77,098 82,326 (5,228) City Clerk 188,574 11,850 13,853 (2,004) 100,834 112,401 (11,567) City Manager 556,713 42,539 43,023 (484) 276,346 292,442 (16,096) General Administration 37,794 1,883 2,862 (978) 23,260 25,410 (2,150) Finance 367,595 22,444 22,033 410 213,031 224,544 (11,513) Legal 230,000 14,692 19,167 (4,475) 101,846 115,000 (13,154) Information Technology 614,657 27,660 38,524 (10,863) 321,643 346,717 (25,074) Human Resources 331,108 19,221 21,511 (2,290) 145,449 163,239 (17,790) Risk Management 195,015 13,013 13,013 - 96,092 96,092 - General Government Buildings 436,678 30,356 36,390 (6,033) 213,129 254,729 (41,599) Public Information & Marketing 254,541 13,051 14,025 (974) 114,910 116,169 (1,258) Municipal Court 246,985 14,363 18,815 (4,451) 135,010 139,473 (4,464) Police 3,420,814 222,863 242,661 (19,797) 1,739,114 1,886,589 (147,475) Fire 5,408,188 432,401 454,474 (22,072) 2,844,040 3,055,672 (211,632) EMS Operations - - - - - - - Public Works 1,833,009 126,722 130,118 (3,396) 992,671 1,015,030 (22,359) Parks & Recreation 990,634 31,280 37,688 (6,408) 524,525 574,838 (50,312) Community Development 1,096,848 84,869 84,581 289 562,657 613,568 (50,911) Economic Development 79,285 27,835 27,978 (143) 53,190 53,870 (680) Debt Service - Capital Lease Payment 90,770 - - - 90,769 90,769 - Operating Transfers to Other Funds 4,935,793 455,169 455,169 - 2,639,950 2,639,950 - Operating Reserve 95,369 - - - - - - Total expenditures 21,576,946 1,600,577 1,685,661 (85,084)11,265,565 11,898,826 (633,261) Net Income/(Loss)880,269 12,800 (3,702,108) Fund Balance - Beginning 9,489,374 9,489,374 Fund Balance - Ending 10,369,643 5,787,266 Revenues Annual Budget Current Month Year-to-Date Operating Expenditures Annual Budget Current Month Year-to-Date 2 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Earth Day Vendor Fee 1,300$ 1,010$ 1,755$ 455$ Interest Revenues 40 - 9 (31) Crabapple Fest Sponsor 7,500 - 1,000 (6,500) Earth Day Sponsor 4,000 1,500 5,000 1,000 Concert Sponsor 500 - - (500) Mayor's Run Sponsor 2,000 - 500 (1,500) Donations/Better World Books - - - - T-shirt Sales - - - - Mayor's Run Reg. Fees 1,500 - 447 (1,053) Roundup Food Sales - - - - Total revenues 16,840$ 2,510$ 8,711$ (8,129)$ EXPENDITURES Current: Special Events 65,095$ 2,869$ 26,957$ 38,138$ Total Expenditures 65,095$ 2,869$ 26,957$ 38,138$ OTHER FINANCING SOURCES (USES) Transfers in from Hotel/Motel Tax Fund 35,000$ 5,833$ 30,985$ (4,015)$ Total other financing sources and uses 35,000$ 5,833$ 30,985$ (4,015)$ Net change in fund balances (13,255)$ 12,739$ Fund balances - beginning 37,898 37,898 Fund balances - ending 24,643$ 50,638$ City of Milton Special Events Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended April 30, 2014 3 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Cash Confiscations/State Funds -$ -$ -$ -$ Cash Confiscations/Fed Funds/US Marshal - - - - Cash Confiscations/HIDTA - - 13,487 13,487 Interest Revenues/State Funds - - 14 14 Interest Revenues/Federal Funds - - 17 17 Realized Gain on Investments/State Funds - - - - Budgeted Fund Balance - - - - Total revenues -$ -$ 13,518$ 13,518$ EXPENDITURES Current: Police 18,000$ -$ 11,025$ 6,975$ Total Expenditures 18,000$ -$ 11,025$ 6,975$ OTHER FINANCING SOURCES (USES) Transfers in from General Fund -$ -$ -$ -$ Total other financing sources and uses -$ -$ -$ -$ Net change in fund balances (18,000)$ 2,493$ Fund balances - beginning 125,504 125,504 Fund balances - ending 107,504$ 127,997$ City of Milton Confiscated Assets Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended April 30, 2014 4 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Wireless 911 Fees 800,000$ 139,143$ 413,056$ (386,944)$ Interest Revenue 200 - 129 (71) Total revenues 800,200$ 139,143$ 413,185$ (387,015)$ EXPENDITURES Current: Public Safety 1,117,262$ 275,375$ 831,317$ 285,945$ Total Expenditures 1,117,262$ 275,375$ 831,317$ 285,945$ OTHER FINANCING USES Unallocated -$ -$ -$ -$ Total other financing sources and uses -$ -$ -$ -$ Net change in fund balances (317,062)$ (418,132)$ Fund balances - beginning 768,794 790,699 Fund balances - ending 451,732$ 372,567$ City of Milton E-911 Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended April 30, 2014 5 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Intergovernmental Revenues SAFER Grant -$ -$ -$ -$ Bulletproof Vest Program - - - - Byrne-JAG Grant - - - - GDCC Mini Grants - - - - GEMA Grant - - - - FRESH Grant - - 10,000 10,000 Interest Revenues - 0 3 3 Total revenues -$ 0$ 10,003$ 10,003$ EXPENDITURES Current: General Administration -$ -$ -$ - Police - - - - Fire - - - - Parks & Recreation - - - - Total Expenditures -$ -$ -$ -$ Excess of revenues over expenditures - 0 10,003 10,003 OTHER FINANCING SOURCES (USES) Transfers in from General Fund -$ -$ -$ -$ Total other financing sources and uses -$ -$ -$ -$ Net change in fund balances - 10,003 Fund balances - beginning - - Fund balances - ending -$ 10,003$ City of Milton Operating Grant Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended April 30, 2014 6 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Taxes Hotel/Motel Taxes 55,000$ 5,833$ 30,985$ (24,015)$ Total revenues 55,000$ 5,833$ 30,985$ (24,015)$ OTHER FINANCING SOURCES/(USES) Transfers out to General Fund 20,000$ -$ -$ (20,000)$ Transfers out to Special Events Fund 35,000 5,833 30,985 (4,015) Total other financing sources and uses 55,000$ 5,833$ 30,985$ (24,015)$ Net change in fund balances - - Fund balances - beginning - - Fund balances - ending -$ -$ City of Milton Hotel/Motel Tax Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended April 30, 2014 7 Original Budgeted Amounts Amended Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Charges for Service Infrastructure Maintenance Fee 65,000$ 65,000$ 19,662$ 44,528$ (20,472)$ Sidewalk Replacement Account - - - 17,000 17,000 Crabapple Paving Fee - - - 5,250 5,250 Traffic Calming - - - - - Tree Recompense - - - - - Landfill Host Fees 80,000 80,000 25,178 53,160 (26,840) HYA Fees - - 3,395 7,808 7,808 Interest Revenue 3,000 3,000 - 1,133 (1,867) Realized Gain or Loss on Investments - - - - - Insurance Proceeds/Public Safety - - - - - Insurance Proceeds/Public Works - - - - - Atlanta HIDTA Stipend - - - - - Capital Lease Proceeds - - - - - Total revenues 148,000 148,000 48,234$ 128,878$ (19,122)$ EXPENDITURES Capital Outlay City Council 36,070$ 36,070$ -$ 18,042$ 18,028$ General Admin - 50,000 - - 50,000 Finance - - - - - IT - - - - - Police 2,331,523 2,604,805 41,207 218,466 2,386,339 Fire 1,438,530 1,511,970 - 14,171 1,497,799 Public Works 7,313,241 7,681,241 39,043 2,009,807 5,671,434 Parks & Recreation 1,746,290 1,746,290 38,063 371,107 1,375,183 Community Development 113,948 113,948 - 400 113,548 Total Capital Outlay 12,979,602$ 13,744,324$ 118,313$ 2,631,993$ 11,112,331$ Excess of revenues over expenditures (12,831,602) (13,596,324) (70,079) (2,503,114) (11,131,453) OTHER FINANCING SOURCES/(USES) Transfers in from General Fund 4,151,071$ 4,915,793$ 455,169$ 2,639,950$ (2,275,843)$ Unallocated (125,216) (125,216) - - 125,216 Proceeds of Sale of Assets - - 300 300 300 Budgeted Fund Balance - - - - - Total other financing sources and uses 4,025,855 4,790,577 455,469 2,640,250 (2,150,327) Net change in fund balances (8,805,747) (8,805,747) 137,136 Fund balances - beginning 8,960,703 8,960,703 8,960,703 Fund balances - ending 154,956$ 154,956$ 9,097,838$ City of Milton Capital Project Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended April 30, 2014 8 Original Budgeted Amounts Amended Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Intergovernmental Revenues GDOT Crabapple Streetscape 500,000$ 500,000$ -$ -$ (500,000)$ GDOT TAP (Big Creek Greenway)- 200,000 - - (200,000) LMIG Funds - 275,873 - 275,873 0 GDOT HPP Funds 7,262,878 7,262,878 - 60,362 (7,202,516) MARTA Grant 177,355 177,355 - - (177,355) SR 9 @ Bethany Bend Grant 60,000 60,000 - 8,447 (51,553) GDOT-Signage/Landscaping 4,062 4,062 - - (4,062) Trail Connection to Big Creek Greenway - 30,000 15,000 30,000 - Interest Revenues 800 800 - 174 (626) Total revenues 8,005,095$ 8,510,968$ 15,000$ 374,857$ (8,136,111)$ EXPENDITURES Capital Outlay Unallocated -$ -$ -$ -$ -$ Public Safety - - - Public Works 8,682,362$ 9,208,235$ 8,141$ 404,953$ 8,803,282$ Community Development 7,190 7,190 - - 7,190 Total Capital Outlay 8,689,552$ 9,215,425$ 8,141$ 404,953$ 8,810,472$ Excess of revenues over expenditures (684,457) (704,457) 6,859 (30,096) 674,361 OTHER FINANCING SOURCES (USES) Transfers out to General Fund (20,000)$ -$ -$ -$ -$ Total other financing sources and uses (20,000)$ -$ -$ -$ -$ Net change in fund balances (704,457) (704,457) (30,096) Fund balances - beginning 705,087 705,087 705,087 Fund balances - ending 630$ 630$ 674,991$ City of Milton Capital Grant Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended April 30, 2014 9 HOME OF ' F LSTABLISfIFD 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Approval of a Parks and Recreation Agreement for Outside Providers between the City of Milton and Sperber Music. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: PAPPROVED CITY ATTORNEY APPROVAL REQUIRED: YES CITY ATTORNEY REVIEW REQUIRED: YES APPROVAL BY CITYATTORNEY (APPROVED PLACED ON AGENDA FOR: 0-11A 'q14 REMARKS () NOT APPROVED () NO () NO © * Your PHONE: 678.242.25001 FAX: 678.242.2499 rra �71`��n` v * Certfied t rop too info@cityofmlltonga.us I www.cityofmiltonga.us CommunityEthics yo 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 a To: Honorable Mayor and City Council Members From: Jim Cregge, Director of Parks and Recreation Date: Submitted on April 30, 2014 for the May 19, 2014 Regular Council Meeting Agenda Item: Approval of a Parks and Recreation Agreement for Outside Providers between The City of Milton and Sperber Music ____________________________________________________________________________ Department Recommendation: Staff is recommending the Approval of a Parks and Recreation Agreement for Outside Providers between The City of Milton and Sperber Music. Executive Summary: This is a renewal of an existing and successful program here in the City. Sperber Music provides music education for boys and girls from ages 3 to 5. This is a unique art program within the City which has expanded to include a summer camp. Funding and Fiscal Impact: The class pricing will average $150 per camp for a 12 week session. Discounts are offered for early registration. This contract offers a 30% commission on registration to the City. Alternatives: If this contract is not approved, we will have to discontinue the children’s music program and locate another program provider. Page 2 of 2 Legal Review: Paul Higbee – Jarrard & Davis, March 5, 2013 (Contract Template) Concurrent Review: Chris Lagerbloom Attachment(s): 1) Parks and Recreation Department Agreement for Outside Providers between The City of Milton and Sperber Music. HOME OF' p M I ESTABLISHED 2006 CITY OF MILTON PARKS & RECREATION DEPARTMENT AGREEMENT FOR OUTSIDE PROVIDERS THIS IS AN AGREEMENT, made this day of , 2014, between: THE CITY OF MILTON, a municipal corporation organized and operating under the laws of the State of Georgia, with a business address of 13000 Deerfield Parkway, Suite 107 A, MILTON, Georgia 30004, hereinafter referred to as the "CITY." and SPERBER MUSIC hereinafter referred to as "PROVIDER". CITY and PROVIDER may hereinafter collectively be referred to as "the Parties". In consideration of the mutual obligations of the Parties and for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1.0 PROVIDER's Services and Responsibilities 1.1 PROVIDER shall conduct services generally described as Music Camp & Music Classes at the following locations: Bethwell Community Center, 2695 Hopewell Road, Milton GA 30004; Hopewell Middle School, 13060 Cogburn Road, Milton, GA 30004; Northwestern Middle School, 12805 Birmingham Hwy, Milton GA 30004; Cogburn Woods Elementary School, 13080 Cogburn Road, Milton GA 30004; Birmingham Falls Elementary School, 14865 Birmingham Hwy, Milton GA 30004. 1.2 The PROVIDER's services shall be performed during the days and hours described in Exhibit "A," attached hereto and incorporated herein by reference. 1.3 The PROVIDER and The Director of the Parks & Recreation Department or his designee, hereinafter referred to as the "DEPARTMENT", will agree upon program schedules. PROVIDER agrees to submit a Program Request Form to the Coordinator for each program being proposed eight (8) weeks prior to the beginning of each session. 1.4 The fees charged to each participant will be as described in Exhibit "A" for residents of MILTON & ALPHARETTA and a surcharge of 50% more for non-residents of MILTON & ALPHARETTA. The entire balance of this surcharge for non-residents shall be paid to the CITY. © y Youh PHONE: 678.242.25001 FAX: 678.242.2499 Green w c�'V' 'hi", ` InfoftityoCommunit fmiltonga.us I www.cityofm11tonga.us ,.,�y � 13C00 Deerfield Parkway, Suite 107 1 Milton GA 30004 °'"""11• o"01s$ '' o`, Document 1.5 The PROVIDER warrants to CITY that it is not insolvent, it is not in bankruptcy proceedings or receivership, nor is it engaged in or threatened with any litigation or other legal or administrative proceedings or investigations of any kind which would have an adverse effect on its ability to perform its obligations under this Agreement. 1.6 The PROVIDER agrees that it shall be solely responsible for all costs and/or expenses associated with, or as a result of its operation under this Agreement. The PROVIDER stipulates and certifies that it is qualified to provide the programs it is hired to provide, maintains the education and required licenses or permits necessary to provide the programs, and shall continue to maintain such licenses or permits during the term of this Agreement. 1.7 This Agreement is considered a non-exclusive Agreement between the Parties. The CITY shall have the right to purchase the same kind of services to be provided by the PROVIDER from other sources during the term of this Agreement. The PROVIDER is not precluded from providing the same or similar services for other parties so long as such other engagements do not interfere with the PROVIDER'S provision of services to the CITY. 1.8 The DEPARTMENT must approve any promotional material, flyers, and posters advertising the programs prior to its release. Tile following content and topics shall specifically be prohibited: sexually explicit materials, profanity, child pornography, alcoholic beverages, tobacco products, adult movies, adult book/video stores, adult entertainment establishments, massage parlors, pawnshops, and tattoo parlors or shops. 1.9 The PROVIDER shall not promote any privately owned business in a CITY park/facility or solicit any participant in a CITY park/facility activity for any privately owned business. The PROVIDER may not use said facilities to conduct personal business including workshops, clinics, seminars, camps, or any other activities that are outside the scope of service described in (Exhibit "A"). It is further understood that such action(s) may result in immediate termination of the Agreement and the forfeiture of all compensation due to the PROVIDER. 1.10 The PROVIDER shall abide by the policies, procedures, rules and regulations of the DEPARTMENT, the CITY, and the FULTON COUNTY BOARD OF EDUCATION as promulgated from time to time. PROVIDER understands and agrees that the DEPARTMENT shall have first Priority for use of CITY facilities, notwithstandink any other Provisions of this A,ereement 1.11 All assistants, substitutes, and subcontractors utilized by the PROVIDER must have prior written approval of the DEPARTMENT. 1.12 PROVIDER shall provide necessary supervisory personnel to ensure that the participants of the programs obey all applicable policies, procedures, Rules and Regulations. Document 1. 13 The DEPARTMENT or CITY may require that the PROVIDER not be permitted to utilize specific assistants, substitutes, or subcontractors of PROVIDER who have failed to follow any policies, procedures, rules or regulations applicable to the use of the facility. 1.14 Although the CITY shall not control the PROVIDER's techniques, methods, procedures, or sequence of instruction, the PROVIDER will comply with the CITY's and DEPARTMENT's policies, rules, regulations and procedures, as well as those of the FULTON COUNTY BOARD OF EDUCATION, and shall not interfere with their operation, nor harm or damage the equipment or facilities afforded to PROVIDER for his/her programs, nor otherwise disrupt the other on-site activities being offered at such public facilities. 1.15 The PROVIDER also acknowledges that he or she is primarily responsible for the conduct of the participants in all programs under the PROVIDER's charge. 1.16 If the PROVIDER will be providing services directly with minor children without parental supervision, the PROVIDER shall, prior to commencing services under this Agreement, comply with the CITY's policy regarding criminal background screening. The CITY will furnish the PROVIDER with a background release form (Exhibit "B") for all the provider's counselors, coaches, volunteers, subcontractors, employees or any other individuals that will come in contact with a child, at the PROVIDER's sole expense. A Consent and Release Form to conduct a criminal background must be executed by any of PROVIDER's employees or any individual who will come in contact with a child at the CITY through PROVIDER or at PROVIDER's direction, such form authorizing the CITY to conduct a search of each such individual's criminal background. The result of such inquiry may be deemed acceptable by the CITY in its sole and complete discretion, and the CITY may reject any individual from participating in any program based upon such results. If the PROVIDER has recently had a background screening conducted by another agency, the CITY, at its sole discretion, may accept that background screening and waive the requirement of a new background screening. PROVIDER and its employees must also execute a Waiver and Release of Liability holding the CITY and FULTON COUNTY BOARD OF EDUCATION harmless. 1.17 The CITY shall require all participants in all programs to sign a Waiver and Release of Liability. ARTICLE 2.0 EauiMent & Materials 2.1 All program materials and equipment needed or pertaining to the above stated programs will be provided by the PROVIDER at his/her own cost and expense. However, Document PROVIDER may require participants to obtain certain materials required in the programs by providing a list of such materials (with approximate costs) to the participants. If PROVIDER makes such materials available to participants, they must be sold at PROVIDER's cost. All equipment provided by the PROVIDER shall be used in strict accordance with equipment manufacturer's instructions and in accordance with all applicable laws. PROVIDER shall coordinate storage of goal posts with the principal of the school located at the facility. 2.2 The sale of merchandise is restricted to those materials utilized in and for the programs. Fundraising activities conducted by the PROVIDER will not be permitted. The PROVIDER shall obtain the CITY's approval of any merchandise to be sold prior to its distribution or sale. 2.3 The CITY will provide no storage space to the PROVIDER, unless otherwise mutually agreed upon in a separate written agreement. 2.4 Any supplies or equipment left at the facility will be the responsibility of the PROVIDER. The CITY will not be responsible for any lost, stolen, or broken equipment or supplies. 2.5 The PROVIDER shall inspect the premises and equipment offered to him/her for his/her proposed activity and if he or she finds anything wrong with the premises or equipment before each program commences that cannot be corrected immediately by the DEPARTMENT, the program shall be canceled and the matter reported to the DEPARTMENT for correction. If the PROVIDER elects to hold his/her programs in the facility provided, it will be presumed that the PROVIDER has inspected the premises and facilities and equipment provided for such programs and has accepted same as being safe and suitable for the use intended. ARTICLE 3.0 Program Size Minimums: 3.1 ACTIVE: Program sizes shall meet the minimum numbers of participants for each program as designated in Exhibit "A." ARTICLE 4.0 Compensation and Method of Payment 4.1 In consideration of the releases and indemnities contained herein and of the PROVIDER's services in connection with the programs and activities described herein, the CITY shall be entitled to 25% of the registration fees paid by all program participants to the PROVIDER, and the PROVIDER shall be entitled to 75% of such fees paid, exclusive of the 50% non-resident surcharge. The 50% non-resident surcharge is fully payable to the CITY and shall not be included in PROVIDER's gross income calculation. PROVIDER shall be entitled to retain all non -registration fees paid by participants to Document PROVIDER, i.e. PROVIDER membership fees and costs for uniforms and pictures to participants. 4.2 The PROVIDER agrees to collect all fees from participants, and the PROVIDER agrees to provide CITY with schedules of fees to be charged to participants in conformance with Exhibit "A". It is agreed that the PROVIDER's sole obligation shall be to collect the fees from the participants and to remit the 25% of the fees collected as well as all 50% non-resident surcharge amounts to the CITY with a pay -out report of all monies collected. Payment will be made to the CITY within fourteen (14) business days of the end of each month or session or program, whichever occurs first. 4.3 It is the responsibility of the PROVIDER to pay all applicable local, state, and federal taxes associated with this Agreement, and to acquire and pay for all necessary permits, licenses, and insurance required for the execution of this Agreement. ARTICLE 5.0 Independent PROVIDER 5.1 This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the PROVIDER is an independent contractor under this Agreement and not a CITY employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, The State Workers Compensation Act, and the State unemployment insurance law. The PROVIDER shall retain sole and absolute discretion in the judgment of the manner and means of carrying out PROVIDER's activities and responsibilities hereunder. The PROVIDER agrees that it is a separate and independent enterprise from the CITY, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work required hereunder. This Agreement shall not be construed as creating any joint employment relationship between the PROVIDER and the CITY and the CITY will not be liable for any obligation incurred by PROVIDER, including but not limited to unpaid minimum wages or overtime premiums. 5.2 PROVIDER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the PROVIDER to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. Document ARTICLE 6.0 Insurance 6.1 PROVIDER shall not provide any service until all insurance required under this paragraph has been obtained and approved by the CITY. 6.2 Certificates of Insurance. Certificates of Insurance reflecting evidence of the required insurance shall be filed with the CITY prior to the commencement of this Agreement. These Certificates shall contain a provision that coverages afforded under these policies will not be cancelled until at least forty-five days (45) prior written notice has been given to the CITY. Policies shall be issued by companies authorized to do business under the laws of the State of Georgia. Financial Ratings must be not less than "A -VI" in the latest edition of "Best Key Rating Guide", published by A.M. Best Guide. 6.3 Insurance shall be in force until the obligations required to be fulfilled under the terms of the Agreement are satisfied. In the event the insurance certificate provided indicated that the insurance shall terminate and lapse during the period of this Agreement, then in that event, the PROVIDER shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement and extension thereunder is in effect. The PROVIDER shall not provide any service pursuant to this Agreement unless all required insurance remains in full force and effect. 6.4 Commercial General Liability insurance to cover liability bodily injury and property damage. Exposures to be covered are: premises, operations, products/completed operations, and certain contracts. Coverage must be written on an occurrence basis, with the following limits of liability: $1,000,000 Combined Single Limit — each occurrence $2,000,000 Combined Single Limit — general aggregate $1,000,000 Personal Injury $1,000,000 Products/Completed Operations Aggregate PROVIDER shall have its insurer name the City of MILTON as an additional insured on its General Liability policy. 6.5 Worker's Compensation insurance shall be maintained during the life of this Agreement to comply with the statutory limits for all employees, and in the case any work is sublet, the PROVIDER shall require the subcontractor(s) similarly provide Workers Compensation Insurance for all the latter's employees unless and until such employees are covered by the protection afforded by the PROVIDER. The PROVIDER and his subcontractors shall maintain during the life of this Agreement Employers Liability Insurance. The following limits must be maintained: Document A. Workers Compensation Statutory B. Employer's Liability $100,000 each accident $500,000 Disease -policy limit $100,000 Disease -each employee If PROVIDER or its subcontractor claims to be exempt from this requirement, PROVIDER shall provide CITY proof of such exemption along with a written request for CITY to exempt PROVIDER, written on PROVIDER or subcontractor's letterhead. 6.6 PROVIDER shall also maintain Auto Liability and Directors and Officers insurance with limits reasonably acceptable to CITY during the term of this Agreement. 6.7 The CITY and the Fulton County Board of Education shall each be named as an additional insured and loss payee on all policies required by this Agreement. ARTICLE 7.0 Term and Termination 7.1 After a two (2) month trial period, the programs will be evaluated by the DEPARTMENT, and the remainder of this Agreement will either be terminated or continue in full force and effect. If at any time after the two (2) month evaluation, program enrollment should fall below the required minimum, the PROVIDER will be allotted four (4) weeks to bring enrollment up to the required minimum. The programs will be reevaluated and execution or termination of the contract will be determined by the DEPARTMENT. 7.2 The term of this Agreement shall commence upon the date of execution hereof and shall remain in effect for a period of one (1) year from the date of execution of this Agreement by the CITY, unless terminated sooner as provided in this Article. Renewal of this Agreement beyond the one (1) year term shall require the mutual written agreement of the CITY and PROVIDER. 7.3 This Agreement may be terminated by the CITY for convenience upon giving of at least thirty (30) days prior written notice of termination to the PROVIDER at the PROVIDER's address set forth herein at the sole and exclusive discretion of the CITY. This Agreement may be terminated by the City immediately by written notice to PROVIDER upon any willful, reckless, or grossly negligent act or omission by PROVIDER or any of its officers, agents, employees, or volunteers. 7.4 This Agreement may be terminated by PROVIDER upon giving at least thirty (3 0) days written notice of termination to the CITY. 7.5 PROVIDER must notify the DEPARTMENT in writing of any program cancellations at least ten (10) business days prior to the scheduled cancellation. Document 7.6 CITY reserves the right to cancel or reschedule any of the PROVIDER's programs, in the case of scheduling conflicts or other emergencies, as determined by the DEPARTMENT. ARTICLE 8.0 Indemnification 8.1 PROVIDER agrees to indemnify and hold harmless the CITY and the FULTON COUNTY BOARD OF EDUCATION, their trustees, elected and appointed officers, agents, servants and employees, from and against any and all claims, demands, or causes of action of whatsoever kind of nature, and the resulting losses, costs, expenses, reasonable attorneys' fees, including paralegal fees, liabilities, damages, orders, judgments, or decrees, sustained by the CITY, the FULTON COUNTY BOARD OF EDUCATION, or any third party arising out of, or by reason of, or resulting from the will full or negligent acts, errors, or omissions of the PROVIDER or its agents, officers, volunteers or employees. 8.2 The Parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the PROVIDER's responsibility to indemnify. ARTICLE 9.0 Americans With Disabilities Act 9.1 PROVIDER shall not discriminate against any person in its operation and activities in its use or expenditure of the funds or any portion of the funds provided by this Agreement and shall affirmatively comply with all applicable provisions of the Americans With Disabilities Act ("ADA"), in the programs while providing any services funded in whole or in part by the CITY, including Titles I and II of the ADA and all applicable regulations, guidelines, and standards. 9.2 PROVIDER's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully or appropriately used as a basis for delivery of service. 9.3 PROVIDER in accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Provider agrees that, during performance of this Agreement, Provider, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Provider agrees to comply with all applicable implementing Document regulations and shall include the provisions of this Section IV(R) in every subcontract for services contemplated under this Agreement. ARTICLE 10.0 Miscellaneous 10.1 No modification, amendment, or alteration of the terms and conditions contained shall be effective unless contained in a written document executed with the same formality and equal dignity herewith. 10.2 This Agreement is non -transferable or assignable, and PROVIDER agrees not to transfer or assign the performance of services called for in the Agreement. 10.3 This Agreement sets forth the full and complete understanding of the Parties as of the effective date, and supersedes any and all negotiations, agreements, and representations made or dated prior to this Agreement. 10.4 The PROVIDER shall pay reasonable attorney's fees to the City should the City be required to incur attorney's fees in enforcing the provisions of this Agreement. 10.5 Time is of the essence of this Agreement. 10.6 Each of the individuals who executes this Agreement agrees and represents that he is authorized to execute this Agreement on behalf of the respective entity. Accordingly, the City and PROVIDER both waive and release any right to contest the enforceability of this Agreement based upon the execution and/or approval thereof. 10.7 Nondiscrimination: In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the PROVIDER agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, PROVIDER agrees to comply with all applicable implementing regulations and shall include the provisions of this Section in every subcontract for services contemplated under this Agreement. Document IN WITNESS OF THE FOREGOING, the Parties have set their hands and seal the day and year first written above. ATTEST: SUDIE GORDON, CITY CLERK CITY: BY: JOE LOCKWOOD, MAYOR PROVIDER: BY: 1 KARE-N DA CORNELL, P SIDENT [AFFIX CORPORATE SEAL] EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of interest. This information will be used for consideration of program proposals. Use one form per program. Name of Program: Sperber Music — Mini Musicians Summer Camp Participant Ages: 3-5 years old Day/s of the week program is offered: Summer 2015 Time of Programs: 10:00 a.m. — 1:00 p.m. Program Dates: Summer 2015 Program Fee: $140 (Before March 31, 2015) $155 (After March 31, 2015) Program Enrollment: Minimum- 5 children Maximum- 15 children Materials to be supplied by participants: Daily snack/lunch Materials to be supplied by PROVIDER: Instruments, music, props, etc. Materials to be supplied by the City of MILTON: Location at an Elementary School, Information posted on City of Milton website/flyers/email blasts Additional Program Requirements: PROVIDER (`s)Name: Sperber Music (Karen Cornell, owner) Address: 12772 Donegal Lane City/State/Zip Code: Milton, GA 30004 Phone Number: (Day) 678-223-3653 (Evening) (E-mail): Karen@SperberMusic.com (Fax) Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only.• Program Rate:$ # of programs in Session: E Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Program: Sperber Music — Mini Musicians Class Participant Ages: 3 — 5 years old Day/s of the week program is offered: Thursdays Time of Programs: 2:45 p.m. to 3:30 p.m. Program Dates: Sept. 4, 2014 to Dec. 4, 2014 (no class 11/6 or 11/27) — Fall Jan. 8, 2015 to Mar. 26, 2015 - Winter Program Fee: $150/12 weekly classes $15/one trial class or single class fee $275/both sessions (savings of $25) Program Enrollment: Minimum- 5 children Maximum- 10 children Materials to be supplied by participants: NONE Materials to be supplied by PROVIDER: Instruments, music, props, etc. Materials to be supplied by the City of MILTON: Bethwell Community Center, Information posted on City of Milton website/flyers/email blasts Additional Program Requirements: PROVIDER (`s)Name: Sperber Music (Karen Cornell, owner) Address: 12772 Donegal Lane City/State/Zip Code: Milton, GA 30004 Phone Number: (Day) 678-223-3653 (Evening) (E-mail): Karen@SperberMusic.com (Fax) Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only. Program Rate:$ # of programs in Session: 2 Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Program: Sperber Music — Music & Movement Summer Camp Participant Ages: Rising 1" — 3`d Grade Day/s of the week program is offered. Summer 2015 Time of Programs: 10:00 a.m. — 1:00 p.m. Program Dates: Summer 2015 Program Fee: $140 (Before March 31, 2015) $155 (After March 31, 2015) Program Enrollment: Minimum- 5 children Maximum- 15 children Materials to be supplied by participants: Daily snack/lunch Materials to be supplied by PROVIDER: Instruments, music, props, etc. Materials to be supplied by the City of MILTON: Location at an Elementary School, Information posted on City of Milton website/flyers/email blasts Additional Program Requirements: PROVIDER (`s)Name: Sperber Music (Karen Cornell, owner) Address: 12772 Donegal Lane City/State/Zip Code: Milton, GA 30004 Phone Number: (Day) 678-223-3653 (Evening) (E-mail): Karen@SperberMusic.com (Fax) Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only: Program Rate:$ # of programs in Session: S Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Program: Sperber Music — Music & Movement Class Participant Ages: Kindergarten — 3' Grade Day/s of the week program is offered: Thursdays Time of Programs: 3:30 p.m. to 4:15 p.m. Program Dates: Sept. 4, 2014 to Dec. 4, 2014 (no class 11/6 or 11/27) — Fall Jan. 8, 2015 to Mar. 26, 2015 - Winter Program Fee: $150/12 weekly classes $15/one trial class or single class fee $275/both sessions (savings of $25) Program Enrollment: Minimum- 5 children Maximum- 10 children Materials to be supplied by participants: NONE Materials to be supplied by PROVIDER: Instruments, music, props, etc. Materials to be supplied by the City of MILTON: Bethwell Community Center, Information posted on City of Milton website/flyers/email blasts Additional Program Requirements: PROVIDER (`s)Name: Sperber Music (Karen Cornell, owner) Address: 12772 Donegal Lane City/State/Zip Code: Milton, GA 30004 Phone Number: (Day) 678-223-3653 (Evening) (E-mail): Karen@SperberMusic.com (Fax) Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only.• Program Rate:$ # of programs in Session: S Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Program: Sperber Music — Summer OrfP Music Camp Participant Ages: Rising 3`d — 5th Grade Day/s of the week program is offered: Summer 2015 Time of Programs: 10:00 a.m. — 1:00 p.m. Program Dates: Summer 2015 Program Fee: $140 (Before March 31, 2015) $155 (After March 31, 2015) Program Enrollment: Minimum- 5 children Maximum- 15 children Materials to be supplied by participants: Daily snack/lunch Materials to be supplied by PROVIDER: Instruments, music, props, etc. Materials to be supplied by the City of MILTON: Location at an Elementary School, Information posted on City of Milton website/flyers/email blasts Additional Program Requirements: PROVIDER (`s)Name: Sperber Music (Karen Cornell, owner) Address: 12772 Donegal Lane City/State/Zip Code: Milton, GA 30004 Phone Number: (Day) 678-223-3653 (Evening) (E-mail): Karen@SperberMusic.com (Fax) Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only.• Program Rate:$ # of programs in Session: S Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest This information will be used for consideration of program proposals. Use one form per program. Name of Program: Sperber Music — Sing, Say, Dance, Play and More! Participant Ages: Kindergarten — 5`h Grade Day/s of the week program is offered: Thursdays Time of Programs: 2:30 p.m. to 3:30 p.m. Program Dates: Sept. 4, 2014 to Dec. 4, 2014 (no class 11/6 or 11/27) — Fall Jan. 8, 2015 to Mar. 26, 2015 - Winter Program Fee: $150/12 weekly classes Program Enrollment: Minimum- 5 children Maximum- 15 children Materials to be supplied by participants: After school snack Materials to be supplied by PROVIDER: Instruments, music, props, etc. Materials to be supplied by the City of MILTON: Room at Birmingham Falls ES, Information posted on City of Milton website/flyers/email blasts and Birmingham Falls ES website/newsletters Additional Program Requirements: PROVIDER (`s)Name: Sperber Music (Karen Cornell, owner) Address: 12772 Donegal Lane City/State/Zip Code: Milton, GA 30004 Phone Number: (Day) 678-223-3653 (Evening) (E-mail): Karen@SperberMusic.com (Fax) Minimum Requirements: 1,000,000 General Liability Insurance Office Use On/y.- Program Rate:$ # of programs in Session: C r Fee/Program: No Text ITIS DEPARTMENT OF THE TREASURY OR REVENUE SERVICE CINCINNATI OH 45999-0023 Date of this notice: 02-25-2011 Employer Identification Number: 27-5149458 Form: SS -4 KAREN DAWN CORNELL Number of this notice: CP 575 G SPERBER MUSIC 2025 COBBLESTONE CIR NE For assistance you may call us at: ATLANTA, GA 30319 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 27-5149458. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this EIN on your tax -related correspondence and documents. If you have questions about your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Thank you for your cooperation. (IRS USE ONLY) 575G 02-25-2011 CORN O 9999999999 SS -4 Keep this part for your records. CP 575 G (Rev. 7-2007) Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 G 9999999999 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 02-25-2011 ( ) - EMPLOYER IDENTIFICATION NUMBER: 27-5149459 FORM: SS -4 NOBOD INTERNAL REVENUE SERVICE KAREN DAWN CORNELL CINCINNATI OH 45999-0023 SPERBER MUSIC „,,,,�„�,�n�,�n��u,��n,u�,�n��,�,�„ 2025 COBBLESTONE CIR NE ATLANTA, GA 30319 CERTIFICATE OF LIABILITY INSURANCE DATE `) TYPE OF INSURANCE i2MIDDNY 7/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER SCOTT RALSTON STATE FARMPHDNE StateFarm 415 MARIETTA HWY s ROSWELL GA 30075 • - CT NAM�^BRITT N COOKE ,7706401000 FAX AIC No): E-MAIL S: BRITT@SCOTTRPlSTON.COM INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:State Farm Fire and Casualty Company 26143 Y INSURED CORNELL, KAREN D DBA SPERBER MUSIC 12772 DONEGAL LN MILTON GA 30004-8106 INSURER B: INSURER C: INSURER D. 1 INSURER E: INSURER F: rnveowr_ce r .,...,..-.........�.. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ADDL SUBR POUCYNUMBER POLICY EFF MM DDIYYYY POLICY EXP MM/DD LIMITS )( COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 7 OCCUR Y Y 91 -B9 -J391-9 06/21/2013 06121/2014 EACH OCCURRENCE s 1,000,000 DAMAGE RENT PREMISES Ea occurrence S 300,000 MED EXP (Any one person) $ 5,000 PERSONAL B ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ❑JET El LOC GENERAL AGGREGATE s 2,000,000 PRODUCTS - COMPIOP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT I $ a acc dent ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per penton) I S BODILY INJURY (Per accident) s AUTOS AUTOS NED HIRED AUTOS AUTOSUTOS PROPERTY DAMAGE $ Per accident) $ UMBRELLA LIABOCCUR EXCESS UAB HCLAIMS-MADE EACH OCCURRENCE S AGGREGATE $ DED I I RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIEfORMARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? $ PER OTH. STATUTE ER NIA E.L. EACH ACCIDENT S (Mandatory describe if yes, describe under and E.L. DISEASE -EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACDRD 101, Additional Remarks Schedule, may he attached it more space is required) CITY OF MILTON 13000 DEERFIELD PKWY STE 107A MILTON GA 30004-5026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACDRD CORPORATION. All riahts reSP-rvAd AGUKU 25 (ZU14/01) The ACORD name and logo are registered marks of ACDRD 1001486 132849.9 02-04-2014 CERTIFICATE OF LIABILITY INSURANCE °A�` DOCUMENT NTH RESPECT TO WHiCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED 03!227120147/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THiS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the Policy(IGs) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER SCOTT RALSTON STATE FARM StateFarm 415 MARIETTA HWY # 4 ROSWELL GA 30075 INSURED CORNELL, KAREN D DBA SPERBER MUSIC 12772 DONEGAL LN MILTON GA 30004-8106 BRITT N COOKE �D E.77064 In 01000 AIC No ADO E-MAIL RESS. BRITT@SCOTTRALSTON.COM INSURER(S) AFFORDING COVERAGE NAIC N INSURER A :State Farm Fire and Casualty Company 25143 INSURER s INSURERC: INSURER D: INSURER E: Y 91 -B9 -J391-9 --" KCVIb1UN NUMtStK: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT NTH RESPECT TO WHiCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES_ LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NSR LTR TYPE OP INSURANCE POLICY NUMBER MPMI EFF MMMY EXP LIMITS X COMMERCIAL GE NERAL LIABILITY CLAIMS -MADE ❑ OCCUR Y Y 91 -B9 -J391-9 06/21/2013 06%11/2014 EACH OCCURRENCE S 1,000,000 PREMISES Eaa mmcsc l $ 300,000 MED EXP (Any one person) S 5,000 PERSONAL & ADV INJURY S 1,000,000 GENI,AGGREGATE LIMIT APPLIES PER: O- � X POLICY ❑ GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP�SPAGG S 2,000,000 JE LOC OTHER: S AUTOMOBILE LIABILITY NGLE LIMITS c 'ient�_ ANY AUTO BODILY INJURY (Per person) S ALL OWNED SCHEDULED BODILY INJURY (Peraeddent) S AUTOS AUTOS HIREDAUTOS AUTOS PRLTYDAMAGE S nll_UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LUIS CLAIMS -MADE AGGREGATE S DED I I RETENTIONS WORKERS COMPENSATION S AND EMPLOYERS*UABUITY YIN STATUTE I I ER ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBE'R EXCLUDED? E-1 N / A E.L. EACH ACCIDENT S (Mandatory 1n NH) DESG1tfPT�ION OOPERATIONS E.L INSEASE- F1\ EMPLOYE S E.L DISEASE -POLICY LIMIT 5 O below DESCRIPTION OF OPERATIONS I LOCATIONS i VEHICLES (ACORD 101, AddWanal RamarXs Scmdule, may los attached N mora apace Is required) FULTON COUNTY SCHOOLS 786 CLEVELAND AVE SW ATLANTA GA 30315-7299 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WiLL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1988-2014 ACORD reserved. HI,UKIJ zo (zGTa/uT) The ACORD name and logo are registered marks of ACORD 1001486 132849.9 02-042014 HOME OF' L LTON mmwmmmmmmmm� ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Approval of a Professional Services Agreement between the City of Milton and Pond & Company for Freemanville at Birmingham Road and Providence Road Intersection Improvements Concept Design. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages ifnecessary) See attached memorandum APPROVAL BY CITY MANAGER: (APPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: YES () NO CITY ATTORNEY REVIEW REQUIRED: YES () NO APPROVAL BY CITY ATTORNEY OAPPROVED {) NOT APPROVED PLACED ON AGENDA FOR: 6.51414 REMARKS 444 ® -.01 your PHONE: 678.242.2500 j FAX: 678.242.2499.. Green 'VCert�fked TD—. 100 info@cityofmiltonga.us � www.cityofmiltonga.us "'""" Community 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 To: Honorable Mayor and City Council Members From: Sara Leaders, PE – Transportation Engineer Date: Submitted on May 7, 2014 for the May 19, 2014 Regular Council Meeting Agenda Item: Approval of a Professional Services Agreement between the City of Milton and Pond & Company for Freemanville at Birmingham Road and Providence Road Intersection Improvements Concept Design ____________________________________________________________________________ Department Recommendation: Staff is recommending approval of the Professional Services Agreement. Executive Summary: The Freemanville Road-Birmingham Road and Freemanville Road-Providence Road intersections were identified in the City of Milton Transportation Master Plan as some of the top priority intersections in the city. This project will provide the basis for future design and construction of intersection improvements at these locations. A request for proposals was issued for these services in accordance with the city’s standard purchasing policy. The city reviewed the submittals for both qualifications and price and is recommending approval of the Professional Services Agreement with Pond & Company in the amount of $48,700. Funding and Fiscal Impact: Funding for this project is available in the Freemanville @ Providence & Birmingham Intersection Improvement Capital account. Alternatives: N/A Legal Review: Jarrard & Davis – Paul Higbee 4/16/2014 Attachment(s): Professional Services Agreement HOME OF ,r- 6_Sr QuAITV OF I F= Iti DECK: i M I LTON ESTA$ll51fI D 27 PROFESSIONAL SERVICES AGREEMENT FREEMANVILLE AT BIRMINGHAM RD AND PROVIDENCE RD INTERSECTION IMPROVEMENTS CONCEPT DESIGN This Agreement made and entered into this day of , in the year 2014, by and between The City of Milton, Georgia (sometimes referred to herein as the "City"), having its principle place of business at 13000 Deerfield Parkway Suite 107G, Milton GA 30004 and Pond & Company ("Consultant") having its principle place of business at 3500 Parkway Lane, Suite 600, Norcross, Georgia 30092. WHEREAS, the City issued a Request for Proposals (14-PW3 Freemanville Road at Birmingham Road and Providence Road Intersection Improvements), to solicit proposals from qualified firms for professional services to develop a concept study for the intersection improvements; and WHEREAS, based upon Consultant's proposal to provide these services as required by the Request for Proposals documents, the City has selected Consultant as the winning firm, and WHEREAS, Consultant has agreed to perform such work as set forth in this Agreement, according to the terms and conditions provided in this Agreement; and WHEREAS, Consultant has familiarized itself with the nature and extent of the Contract Documents, the Project, and the Work, with all local conditions and federal, state and local laws, ordinances, rules and regulations in any manner that may affect cost, progress or performance of work, and Consultant is aware that he must be licensed to do business in the State of Georgia. NOW THEREFORE, the City and Consultant, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: 1.0 Contract Documents This Agreement and the following named Exhibits, attached hereto and incorporated herein by reference, constitute the "Contract Documents": EXHIBIT A REQUEST FOR PROPOSALISCOPE OF WORK EXHIBIT B RESPONSE TO RFP/FEE SCHEDULE EXHIBIT C INSURANCE CERTIFICATE EXHIBIT D CONSULTANT AFFIDAVIT EXHIBIT E SUBCONSULTANT AFFIDAVIT To the extent that there may be any conflict among the Contract Documents, the provision operating most to the benefit of the City shall govern. 2.0 Scope of Work; Compensation 2.1 The Consultant agrees to provide all Services specified in Exhibit "A" and Exhibit "B." No payments will be made for unauthorized work. Invoices should be submitted to Rick Pearce, 13000 Deerfield Parkway, Milton GA 30004, for approval. Payment will be sent to the designated address by U. S. Mail only; payment will not be hand -delivered. 2.2 City agrees to pay Consultant for the services performed and costs incurred by Consultant upon the City's certification that the services were actually performed and costs actually incurred in accordance with this Agreement. Compensation for services performed and, if applicable, reimbursement for costs incurred shall be paid to Consultant upon the City's receipt and approval of an invoice, submitted upon completion of the Work, setting forth in detail the services performed and costs incurred. Reimbursable expenses shall be billed at the direct rate; no mark- up or administrative fees will be paid by the City. Mileage shall be billed at a rate no greater than the standard IRS mileage rate. Invoices shall reflect charges incurred versus charges budgeted. The total amount paid under this Agreement for the Work shall not, in any case, exceed a total fee of $48,700 (the "Contract Price") for the following tasks without prior written approval from the City. Task 1- Data Collection Task 2- Property Research Task 3- Property and Topographical Survey Mapping Task 4- Traffic Operations and Safety Assessment Task 5- Develop Improvement Scenarios Task 6- Prepare Improvement Scenarios and Concept Pians Task 7- Public Outreach Task 8- Final Report and Public Presentation Task 9- Construction Documents (The City, at its discretion, may choose to negotiate scope and fee for this task by a change order to this agreement, to be determined at the completion of tasks 1-8) 2.3 Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consultant's industry, Consultant will give written notice thereof immediately to the City. 2.4 The City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written change orders executed by the Consultant and the City. Such change orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time to avoid delay or other unfavorable impacts as determined by the City in its sole discretion, the City shall have the right to determine reasonable terms and the Consultant shall proceed with the changed work. 2.5 Any work added to the scope of this Agreement by a change order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written change order duly executed on behalf of the City and the Consultant. 2.6 The City Manager has authority to execute without further action of the Milton City Council, any number of change orders so long as their total effect does not materially alter the terms of this Agreement or materially increase the total amount to be paid under this Agreement. Any such change orders materially altering the terms of this Agreement or increasing the total amount to be paid under this Agreement in excess of $25,000, must be approved by resolution of the Milton City Council. 3.0 Independent Contractor 3.1. The Consultant is an independent Contractor. The Consultant is not an employee, agent or representative of the City of Milton. The Consultant shall obtain and maintain, at the Consultant's expense, all permits, license or approvals that may be necessary for the performance of the services. 3.2 Inasmuch as the City of Milton and the Consultant are entities independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parities hereto. The Consultant agrees not to represent itself as the City's agent for any purpose to any party or to allow any employee of the Consultant to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Consultant shall assume full liability for any contracts or agreements the Consultant enters into on behalf of the City of Milton without the express knowledge and prior written consent of the City. 4.0 Indemnification The Consultant covenants and agrees to take and assume all responsibility for the services rendered in connection with this Agreement. The Consultant shall bear all losses and damages directly or indirectly resulting to it on account of the performance or character of the services rendered pursuant to this Agreement. Consultant shall defend, indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, attorney's fees, which may be the result of willful, negligent or tortuous conduct arising out of the Work, performance of contracted services, or operations by the Consultant, any sub -consultant, anyone directly or indirectly employed by the Consultant or sub -consultant or anyone for whose acts the Consultant or sub -consultant may be liable, regardless of whether or not the offending act is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against the City or any of its agents or employees, by any employee of the Consultant, any sub -consultant, anyone directly or indirectly employed by the Consultant or sub -consultant or anyone for whose acts the Consultant or sub - consultant may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant or any sub -consultant under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Agreement. 5.0 Insurance (1) Requirements: The Consultant shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Consultant, its agents, representatives, employees or sub -consultants. All policies shall be subject to approval by the City Attorney to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. (2) Minimum Limits of Insurance: Consultant shall maintain limits no less than: (a) Comprehensive General Liability of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (b) Comprehensive Automobile Liability (owned, non -owned, hired) of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (e) Professional Liability of $1,000,000 limit for claims arising out of professional services caused by the Consultant's errors, omissions, or negligent acts. (d) Workers' Compensation limits as required by the State of Georgia and employers Liability limits of $ 1,000,000 per accident. (3) Deductibles and Self -Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability_ Coverage. (i} The City, its officials, employees, agents and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, leased, or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officials, employees, agents or volunteers. (ii) The Consultant's insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City, its officials, employees, agents or volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it, (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officials, employees, agents or volunteers. (iv) Coverage shall state that the Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Consultant for the City. (vii) All endorsements to policies shall be executed by an authorized representative of the insurer. (b) Workers' Compensation Coverage. The insurer will agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Consultant for the City. (c) All Coverages. (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (34) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (iii) Policies shall include an endorsement incorporating the Indemnification obligations assumed by the Consultant under the terms of this Agreement, including but not limited to Section 4 of this Agreement. (5) AccUtability of insurers: Insurance is to be placed with insurers with an A.M. Bests' rating of no less than ANII. (6) Verification of Coverage: Consultant shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of work. The certificates of insurance and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf: The certificate of insurance and endorsements shall be on a form utilized by Consultant's insurer in its non -nal course of business and shall be received and approved by the City prior to execution of this Agreement by the City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Consultant shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Sub -consultants: Consultant shall include all sub -consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub -consultant. All coverage for sub -consultants shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the parties as additional insured. (8) Claims -Made Policies: Consultant shall extend any claims -made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional insured and Loss Pam The City shall be named as an additional insured and loss payee on all policies required by this Agreement. 6.0 Term; Termination The term of this Agreement shall be from , 2014 and shall terminate absolutely and without further obligation on the part of the City on December 31, 2014, provided that this Agreement, absent written notice of non -renewal provided by the City to Consultant at least thirty (30) days prior to December 31, 2014, shall automatically renew on January 1, 2015 to December 31, 2015. Except as otherwise provided for in Exhibit "A", the City may terminate this Agreement upon a breach of any provision of this Agreement by Consultant and Consultant's subsequent failure to cure such breach within fifteen (15) days of receipt from the City of a written notice of the breach. Title to any supplies, materials, equipment, or other personal property shall remain in the Consultant until fully paid by the City. 7.0 Compliance with All Laws and Licenses The Consultant must obtain all necessary licenses and comply with local, state and federal requirements. The Consultant shall comply with all laws, rules and regulations of any governmental entity pertaining to its performance under this Agreement. 8.0 Assignment The Consultant shall not assign or subcontract the whole or any part of this Agreement without the City of Milton's prior written consent. 9.0 Amendments in Writing No amendments to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of the parties. 10.0 Expertise of Consultant Consultant accepts the relationship of trust and confidence established between it and the City, recognizing that the City's intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the services in pursuit of the timely and competent completion of the Work undertaken by Consultant under this Agreement. 11.0 Governing Law This Agreement shall be governed in all respects by the laws of the State of Georgia. 12.0 Interpretation of Documents In the event of a conflict in language between this Agreement and any exhibit to this Agreement, the provisions most favorable to the City shall govern. 13.0 Entire Agreement This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein; all prior agreements, representations, statements, negotiations, and undertakings are suspended hereby. Neither party has relied on any representation, promise, nor inducement not contained herein. 14.0 Waiver of Agreement The City's failure to enforce any provision of this Agreement or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default. 15.0 Sovereign Immunity Nothing contained in this Agreement shall be construed to be a waiver of the City's sovereign immunity or any individual's qualified good faith or official immunities. 16.0 Notices All other notices, writings or correspondence as required by this Agreement shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid., return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Parties at the addresses Given below, unless a substitute address shall first be furnished to the other Parties by written notice in accordance herewith: NOTICE TO THE CITY shall be sent to: City Manager City of Milton 13000 Deerfield Parkway, Suite 107F Milton, Georgia 30404 NOTICE TO THE CONSULTANT shall be sent to: R. Brian Bolick, PE Pond & Company 3544 Parkway Lane, Suite 600 Norcross, Georgia 30092 17.0 No Personal Liability No member, official or employee of the City shall be personally liable to the Consultant or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Consultant or successor or on any obligation under the terms of this Agreement. Likewise, Consultant's performance of services under this Agreement shall not subject Consultant's individual employees, officers or directors to any personal liability. The Parties agree that their sole and exclusive remedy, claim, demand or suit shall be directed and/or asserted only against Consultant or the City, respectively, and not against any employee, officer, director, or elected or appointed official. 18.0 Employment of Unauthorized Aliens Prohibited (1) E -Verify Affidavits It is the policy of the City of Milton that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services within the State of Georgia, unless the Consultant shall provide evidence on City -provided forms, attached hereto as Exhibits "D" and "E" that it and Consultant's subconsultants have within the previous twelve (12) month period conducted a verification of the social security numbers of all employees who will perform work on the City contract to ensure that no unauthorized aliens will be employed. The City Manager or his/her designee shall be authorized to conduct an inspection of the Consultant's and Consultant's subconsultants' verification process to determine that the verification was correct and complete. The Consultant and Consultant's subconsultants shall retain all documents and records of its verification process for a period of three (3) years following completion of the contract. This requirement shall apply to all contracts for the physical performance of services where more than three (3) persons are employed on the City contract. The City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Consultant or Consultant's subconsultants employ unauthorized aliens on City contracts. By entering into a contract with the City, the Consultant and Consultant's subconsultants agree to cooperate with any such investigation by making its records and personnel available upon reasonable notice for inspection and questioning. Where a Consultant or Consultant's subconsultants are found to have employed an unauthorized alien, the City Manager or his/her designee may order the Consultant to terminate or require its subconsultant to terminate that person's employment immediately and to report same to the Department of Homeland Security. The Consultant's failure to terminate the employee, or otherwise cooperate with the investigation may be sanctioned by termination of the contract, and the Consultant shall be liable for all damages and delays occasioned by the City thereby. Compliance with the requirements of Q.C.G.A_ § 13-10-91 and Rule 300-10-1-.02 is mandatory. Consultant agrees that, in the event the Consultant employs or contracts with any subconsultant(s) in connection with this Agreement, the Consultant will secure from the subconsultant(s) such subconsultant(s') indication of the above employee -number category that is applicable to the subconsultant. Consultant's compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 shall be attested by the execution of the consultant's affidavit attached as Exhibit "D." The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. 19,0 Title VI Compliance Requirements In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Consultant agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subconsultant, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Consultant agrees to comply with all applicable implementing regulations and shall include the provisions of this Section TV(R) in every subcontract for services contemplated under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the day and year set forth next to each signature. [SIGNATURES ON THE FOLLOWING PAGE] SIGNED, SEALED, AND DELIVERED in the presence of- % Secretary Pond & Company By: R. Brian Bolick, PE Its: Vice President/Principal �+ �► e Notary Public, Georgia [NOTARY S c Nyy Commission Expires My Commiss!OT'�i [AFFIX CORPORATE SEAL] CITY OF MILTON: By: Joe Lockwood Its: Mayor [CITY SEAL] EXHIBIT "A" Request for Proposal/Scope of Wor EXHIBIT "B" Response to RFP/Fee Schedule Freemanville Road at Birmingham Road and Providence Road Intersection Improvements SCOPE of WORK Pond proposes to complete the scope of worm indicated in the RFP to provide detailed concept plans to facilitate implementation. Below is a summary of tasks to be undertaken. Task T: Data Collection: Pond will collect traffic and crash data. Identification of physical conditions and constraints, as well as utilities will be performed early in the concept development. Task 2: Property Research: Pond will identify property lines, ownership, and easements/boundary agreements. Task 3: Property and Topographic Survey Mapping: Pond will prepare a property and topographic survey to determine physical features, utilities, property lines, and environmental features. Task 4: Traffic Operations and Safety Assessment: Pond will prepare a traffic study to include level of service, capacity, operational and safety concerns, operating speeds, and delay. Signal warrants and level of service, as well as roundabout suitability and level of service will be evaluated. Task 5: Develop Improvement Scenarios: Pond will develop a minimum of three concepts for intersection improvement. This will include signal or roundabout warrants or other items needed for project justification. Task 6: Prepare Improvement Scenarios and Concept Plans: The results of the traffic operations and safety assessment, along with results for the improvements scenarios will be included in a concept report and plans. Task 7: Public Outreach: Pond will initiate early and ongoing public involvement throughout the process to prepare a concept in accordance with the Context Sensitive Soiutions approach. Two public meetings will be provided for input. Task S. Final Report and Public Presentation: Pond will prepare a concept report that is comprehensive, yet user friendly to facilitate its use by the city staff and accessibility to the public. The preliminary and final reports will be presented to the Mayor and City Council. Task 9: Construction Documents: If so directed by the City, Pond will prepare construction documents for the recommended improvements (under a separate scope and fee). Pond staff and our team of consultants has extensive experience preparing concept and detailed designs for intersection improvements at locations similar to the Freemanville Road Intersections. We have prepared numerous designs using the GDOT PDP and also have experience in providing additional efficiency when working on locally funded projects. Our combination of in-house transportation design, traffic engineering, and landscape architecture will employ a cohesive, holistic approach to improving the intersections in a manner that is sensitive to the context of the area. Freemanville Road at Birmingham Road and Providence Road Intersection Improvements Freemanville Road at Birmingham Road and Providence Road Milton, Georgia SCHFQULF OFFVFNTS •Q - Indicates Quality Control Reviews TASK DESCRIPTION 2614 A M J J A 5 TASK I- DATACOLLECTION CONDUCT TRAFFIC COUNTS AND PREPARE DESIGN TRAFFIC COMPILE ACCIDENT DATA COORDINATE WITH OTHER PROJECTS AND PLANS EVALUATE FUTURE GROWTH FACTORS TASK 2 - PROPERTY RESEARCH RESEARCH AND COMPILE PROPERTY ADDRESSES AND DEEDS PREPARE MAILING LABELS FOR NOTIFICATIONS TASK 3 - PROPERTY AND TOPOGRAPHICAL SURVEY MAPPING SET CONTROL AND MAIL OUT NOTIFICATI ON LETTERS LOCATE PROPERTIES AND RIGHT OF WAY CONDUCT FIELD TOPOGRAPHIC SURVEYS - PREPARE ELECTRONIC DATABASE FOR DESIGN PHASES Q TASK 4 - TRAFFIC OPERATIONS AND SAFETY ASSES MENT PREPARE TRAFFIC MODELS AND SIMULATIONS [� CONDUCT SITE DISTANCE EVALUATIONS TASK 5 - DEVELOP IMPROVEMENT SCENARIOS EVALUATEIMPROVEMENTALTERNATIVES MODEL AND SIMULATE ALTERNATIVES TASK 6 - PREPARE STUDY REPORT AND CONCEPT PLANS DEVELOP CONCEPT PLANS AND CONSTRUCTION LIMITS Q PREPARE 3-D VISUALIZATION AND SIMULATION [� E ST I MAT I- P R 0 PE RTY I MPACTS Q ESTIMATE DESIGN AND C0NSTRUTION COSTS R PR EPARE TRA FF I C I MPACT ANALYS I S Q TASK T - PUBLIC OUTREACH PREPARE FOR PUBLIC MEETING PUBLIC INFORMATION MEETING x x PRESENT MEETING FINDINGS TASK 8 - FINAL REPORT AND PUBLIC PRESENTATION PREPARE FINAL CONCEPT DESIGNS PREPARE FINAL TRAFFIC REPORT Q PRESENT RECOMMENDED ALTERNATIVE Q •Q - Indicates Quality Control Reviews 19 1 RFF � a PVV � SECTION 5: COST PROPOSAL HOME OF IP i,' M LT ON FSTABI.ISIIED 2WO MUST BE RETURNED WITH BID One (i) original and two (2) copies shall be submitted in a separate sealed envelope before the required deadline. The offerors cost proposal shall be signed by an authorized agent of the company. There is no maximum page limit to section 5. The undersigned bidder, having familiarized themselves with the work required by the RFP, the bid documents, the site where the work is to be performed, all taws, regulations, and other factors affecting performance of the work, and having satisfied itselflhimselfllrerself of the expense and difficulties attending performance of the work; Hereby proposes and agrees, if this bid for the above named project is accepted to enter into a contract to perform all work necessary to the successful completion of the contract; and to supply all required submittals as indicated or specified in the RFP and the bid documents to be performed or furnished by bidder for the total contract price of. Total Price Print Total Price in Words $ $48,700 Print/Type Company Name Here: Authorized Signature Forty -Eight Thousand Seven Hundred Dollars Print/Type Name_ R. Brian Bolick, PE Print/Type Title Vice President Date 3.24.14 EXHIBIT "C" Insurance Certificate EXHIBIT "D" CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C,G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton leas registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in 0.C.G.A. § 13-10-91. Furthennore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical 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(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: V eVerify Number Date of Authorization Pond & Company Name of Contractor Freemanville at Birmingham & Providence Intersection Improvement Concept Design Name of Project City of Milton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on 11 , 2014 in l i y), (s ). Signat re of Au rorized Officer r Agent Y1'1 �'_ - Amu 1r1..Y . h- i l� C t r of ftwlQ,fry )&&)w (� S Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON T iS THE J-_�- DA OF 1.`� L 201_q . n Y PUBLIC NOTARY�,......, ..,,, ,�by�°: Notary Puhlie, Gavrgia *: *� Cherokee County A1x Commission Expires My Coompt ss.i expires: r�r-' EXHIBIT "E" SUBCONTRACTOR AFFIDAVIT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned subcontractor verifies its compliance with 0.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with Pond & Company on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub -subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub -subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub -subcontractor has received an affidavit from any other contracted sub - subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: everi y Number 02- 05 �3 Date of Authorization &WV4C. ame oT Subcontractor Freemanville at Birmingham & Providence Intersection Imi2rovements Concept Design Name of Project City of Milton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed cuted o . 201+ in 46), �={state) Sign r ofW6thot l Officer or Agent l � , R,,OrT AeKi Printed Name and Title of Authorized Officer or Agent SUBSCRIBED D SWORN BEFORE ME ON T S TH D Y OF 201 . NOTAR L C [NOTARY SEAL] 1111ll i 11rrp �NG VA .�` 5 issiok G' •'. My C ni s. xp. ..Uq�Att EfA, .' SEPT 10 2017 t: �irrr�r�Cl}..G �� Original Budgeted Amounts Amended Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) EXPENDITURES Capital Outlay General Government Buildings -$ 3,322,000$ -$ 899,196$ 2,422,804$ Parks & Recreation - 8,678,000 - - 8,678,000 Total Capital Outlay -$ 12,000,000$ -$ 899,196$ 11,100,804$ Excess of revenues over expenditures - (12,000,000) - (899,196) 11,100,804 OTHER FINANCING SOURCES (USES) Transfers in from General Fund -$ 2,000,000$ -$ -$ (2,000,000)$ Revenue Bond Proceeds - 10,000,000 - - 10,000,000 Total other financing sources and uses -$ 12,000,000$ -$ -$ 8,000,000$ Net change in fund balances - - (899,196) Fund balances - beginning - - - Fund balances - ending -$ -$ (899,196)$ City of Milton Capital Projects Fund - Revenue Bond Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended April 30, 2014 10 HOME OF' BF.ST M LTON*kl ESTABLISHED 2046 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Approval of a Professional Services Agreement between the City of Milton and Peoples & Quigley, Inc. to Provide Professional Engineering Services for the Design of the Fire Station #43 Septic Field Replacement MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION.' (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: APPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: YES () NO CITY ATTORNEY REVIEW REQUIRED: YES O NO APPROVAL BY CITY ATTORNEY APPROVED () NOT APPROVED PLACED ON AGENDA FOR: o5 l q 14 - REMARKS Your PHONE: 678.242.25001 FAX: 678.242.2499 r Green 4P * cett�fia ; €ntoftityofmiitonga.us I www.c€tyofmiltonga.us Community > y 13000 Deerfield Parkway, Suite €07 1 Milton GA 30004 .EP"f,Ep aN,,:! a Page 1 of 1 To: Honorable Mayor and City Council Members From: Carter Lucas, Public Works Director Date: Submitted on May 9, 2014 for the May 19, 2014 Regular Council Meeting Agenda Item: Approval of a Professional Services Agreement between the City of Milton and Peoples & Quigley, Inc. to Provide Professional Engineering Services for the Design of the Fire Station #43 Septic Field Replacement ____________________________________________________________________________ Department Recommendation: Approval. Executive Summary: The septic system at Fire Station #43 has failed. This contract provides for professional engineering services related to the design and permitting for the replacement field. Funding and Fiscal Impact: Funding for this project is available in the Capital Projects fund Fire Station Improvements account for the Fire Department. Alternatives: There are no alternatives to this project. Legal Review: Jarrard & Davis, LLP – Paul Higbee, 4/29/2014 Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Professional Services Agreement HOME OF 'siy _.. _ —��p• NA1.1-P-11`70 Nit FSTtiBEiSFI [ f) 20Mr PROFESSIONAL SERVICES AGREEMENT FIRE STATION #43 SEPTIC DESIGN This Professional Services Agreement (the "Agreement") is made and entered into this day of 2014, by and between the CITY OF MILTON, GEORGIA (hereinafter referred to as the "City"), and Peoples & Quigley, Inc. (hereinafter referred to as the "Consultant") located at 6059 Boylston Drive, NE, Sandy Springs, Georgia 30328. WITNESSETH THAT: WHEREAS, the City desires to employ a Consultant to perform the services described herein (the "Work"); and WHEREAS, Consultant has familiarized itself with the Contract Documents, as defined below, the Work, and with all local conditions and applicable federal, state and local laws, ordinances, rules and regulations. NOW THEREFORE, the City and Consultant, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: Section 1. Contract Documents: This Agreement and the following named Exhibits, attached hereto and incorporated herein by reference, constitute the "Contract Documents": EXHIBIT A WORK DESCRIPTION EXHIBIT B INSURANCE CERTIFICATE EXHIBIT C CONSULTANT AFFIDAVIT AND AGREEMENT EXHIBIT D SUBCONTRACTOR AFFIDAVIT To the extent that there may be any conflict among the Contract Documents, the provision operating most to the benefit of the City shall govern. Section 2. The Work: Consultant shall provide all Work described in the Contract Documents. Unless otherwise stated in the Contract Documents, the Work shall include Consultant's provision of materials, labor, expenses, and any other cost or item necessary to complete the Work, which is generally described as the design of a new septic field for fire station #43. Section 3. Contract Time: Consultant understands that time is of the essence of this Agreement and warrants that it will perform the Work in a prompt manner, which shall not impose delays on the progress of the Work. It shall commence Work pursuant to this Agreement on or before a date to be specified on a written "Notice to Proceed" from the City and shall fully complete the Work within 21 days of the "Notice to Proceed". The City may grant extensions to this time frame at their discretion. Section 4. Work Changes: Any changes to the Work requiring an increase in the Contract Price, as defined below, shall require a written change order executed by the City in accordance with its purchasing regulations. Section 5. Compensation and Method of Payment: City agrees to pay Consultant for the services performed and costs incurred by Consultant upon the City's certification that the services were actually performed and costs actually incurred in accordance with this Agreement. Compensation for services performed and, if applicable, reimbursement for costs incurred shall be paid to Consultant upon the City's Page 1 of 6 Page 2 of 6 receipt and approval of an invoice, submitted upon completion of the Work, setting forth in detail the services performed and costs incurred. Invoices shall reflect charges incurred versus charges budgeted. The total amount paid under this Agreement for the Work shall not, in any case, exceed $6,500, plus $500 in reimbursable expenses (the “Contract Price”), except as outlined in Section 4 above. Reimbursable expenses shall be paid at a direct cost to the consultant with no additional mark-ups included. Invoices/receipts must be submitted for all reimbursable expenses. Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consultant’s industry, Consultant will give written notice thereof immediately to the City. Section 6. Covenants of Consultant A. Assignment of Agreement: Consultant covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Agreement, without the prior express written consent of the City. B. Responsibility of Consultant and Indemnification of City: Consultant covenants and agrees to take and assume all responsibility for the services rendered in connection with the Work. Consultant shall bear all losses and damages directly resulting to it on account of the negligent performance or character of the services rendered pursuant to this Agreement. Consultant shall indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees from and against any and all liability, judgments, damages, losses, and expenses, including but not limited to, reasonable attorney’s fees, which are the result of willful or negligent acts, or tortious conduct to the extent arising out of the negligent performance of contracted services, or operations by Consultant, any sub-consultant, anyone directly employed by Consultant or sub-consultant or anyone for whose negligent acts Consultant or sub-consultant may be liable, regardless of whether or not the negligent act is caused in part by a party indemnified hereunder. Consultant shall not be required to indemnify the City or its officers, boards, commissions, elected or appointed officials, employees or agents against liability or claims for damages, losses, or expenses, including attorney fees, arising out of bodily injury to persons, death, or damage to property caused by or resulting from the sole negligence of the City or its officers, boards, commissions, elected or appointed officials, employees or agents. C. Independent Consultant: Consultant hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent Consultant, not as agent or employee of City. Inasmuch as City and Consultant are parties independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Consultant agrees not to represent itself as City’s agent for any purpose to any party or to allow any employee to do so, unless specifically authorized, in advance and in writing, and then only for the limited purpose stated in such authorization. Consultant shall assume full liability for any contracts or agreements Consultant enters into on behalf of City without the express knowledge and prior written consent of City. D. Insurance: Consultant shall have and maintain in full force and effect for the duration of this Agreement, insurance approved by the City as shown on Exhibit B. E. Licenses, Certifications and Permits: Consultant covenants and declares that it has obtained and will maintain all diplomas, certificates, licenses, permits or the like required by any national, state, regional, City, and local boards, agencies, commissions, committees or other regulatory bodies to perform the Work. Consultant shall comply with applicable legal requirements and meet the standard of quality ordinarily expected of its industry. F. Ownership of Work: The Client acknowledges the Consultant's construction documents, including electronic files, as the work papers of the Consultant and the Consultant's instruments of professional service. Nevertheless, upon completion of the services and payment in full of all monies due to the Consultant, the Client shall receive ownership of the final construction documents prepared under this Agreement. The Client shall not reuse or make any modification to the construction documents without the prior written authorization of the Consultant. The Client agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, Consultant) against any damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising from or allegedly arising from or in any way related to or connected with the unauthorized reuse or modification of the construction documents by the Client or any person or entity that acquires or obtains the construction documents from or through the Client without the written authorization of the Consultant. Under no circumstances shall the transfer of ownership of the Consultant's drawings, specifications, electronic files or other instruments of service be deemed a sale by the Consultant, and the Consultant makes no warranties, either express or implied, of merchantability and fitness for any particular purpose, nor shall such transfer be construed or regarded as any waiver or other relinquishment of the Consultant's copyrights in any of the foregoing, full ownership of which shall remain with the Consultant, absent the Consultant's express prior written consent. G. Consultant's Representative: Christopher Quigley, Inc. shall be authorized to act on Consultant's behalf with respect to the Work as Consultant's designated representative. H. Confidential: Consultant acknowledges that it may receive confidential information of the City and that it will protect the confidentiality of any such confidential information and will require any of its sub -consultants, consultants, and/or staff to likewise protect such confidential information. 1. Meetings: Consultant shall meet with City's personnel or designated representatives to resolve technical or contractual problems that may occur during the term of the contract, at no additional cost to City. Section 7. Standard of Care: In providing services under this Agreement, the Consultant shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. Section 8. Termination: The City may terminate this Agreement for convenience at any time upon written notice to Consultant. Provided that no damages are due to the City for Consultant's breach of this Agreement, the City shall pay Consultant for Work performed to date in accordance with Section 5 herein. Section 9. Miscellaneous A. Governing_Law. This Agreement shall be governed by the laws of the State of Georgia. B. Counter arts. This Agreement may be executed in any number of counterparts, each of which Page 3 of 6 shall be deemed to be an original, but all of which together shall constitute one and the same instrument. C. Sovereim immuni . Nothing contained in this Agreement shall be construed to be a waiver of the City's sovereign immunity or any individual's qualified good faith or official immunities. D. F-VerifyAffidavits. It is the policy of the City of Milton that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall. not enter into a contract for the physical performance of services within the State of Georgia unless: (1) the Contractor shall provide evidence on City -provided forms, attached hereto as Exhibits "C" and "D" (affidavits regarding compliance with the E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Contractor's subcontractors have conducted a verification, under the federal Employment Eligibility Verification ("EEV" or "E - Verify") program, of the social security numbers, or other identifying information now or hereafter accepted by the E -Verify program, of all employees who will perform work on the City contract to ensure that no unauthorized aliens will be employed, or (2) the Contractor provides evidence that it is not required to provide an affidavit because it is licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing as of the date when the contract for services is to be rendered. The Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit "C", and submitted such affidavit to City or provided the City with evidence that it is not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit "D", which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to the City within five (5) business days of receipt from any subcontractor. Where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall be authorized to conduct an inspection of the Contractor's and Contractor's subcontractors' verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor's subcontractors shall retain all documents and records of their respective verification process for a period of three (3) years following completion of the contract. Further, where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor's Page 4 of 6 subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor's subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor's subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. The Contractor's failure to cooperate with the investigation may be sanctioned by termination of the contract, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. Contractor agrees that the employee -number category designated below is applicable to the Contractor. [Information only required if a contractor affidavit is required pursuant to O.C.G.A. § 13-10-91.3 500 or more employees. 100 or more employees. Fewer than 100 employees. Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the Contractor will secure from the subcontractor(s) such subcontractor(s') indication of the above employee -number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. E. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Consultant agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Consultant agrees to comply with all applicable implementing regulations and shall include the provisions of this Section E in every subcontract for services contemplated under this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal as of the date first above written. [SIGNATURES ON THE FOLLOWING PAGE] Page 5 of 6 Peoples & Quigley, Inc. Robert F. Peoples, Fresiclent CITY OF MIL'T'ON, GEORGIA Joe Lockwood, Mayor Page 6 of 6 Attest: Christopher D. Quigley, Secretary [AFFIX CORPORATE SEAL] Exhibit "A" Work Description The following tasks shall be performed as directed by the City in the execution of this contract: Task 1: Conduct site visit to detail/classify soils and perform percolation test in replacement field area. Task 2: Evaluate water usage data to estimate average and peak sewage production. Size needed septic improvements including tank volume, valving, dosing tank, distribution box and drain field using infiltrator system. Task 3: Prepare Drawings and Technical Specifications showing septic system improvements. Submit documents to Fulton County Health Department for concurrence. The intent is to keep the land disturbing activities to less than 1 acre to avoid additional permitting requirements. Task 4: Provide assistance during the bidding phase, if requested. Task 5: Provide limited assistance during the construction phase, if requested. Exhibit "B" Insurance Certificate PEOP&QU-01 PRAM ,4coRo» CERTIFICATE OF LIABILITY INSURANCE DATE{M 4/30/1201201YY1� 4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIJED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT- If the certificate holder Is an ADDITIONAL INSURED, the poiicy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER (678) 690-5990 Crow Friedman Group of Georgia, Inc. 1255 lakes Pkwy Bldg 100 Suite 120 Lawrenceville, GA 30043 CONTACT NAME: Billie Towles ?� c°Nim ; 67$ 690-5990 FArc No): 678 890-5992 E-mAIL ADDREss: bill ie crowfriedman.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Travolers Indemnity Co of Connecticut 25682 INSURED Peoples & Quigley, Inc. 6059 Boylston Dr., NE Suite 200 Atlanta, GA 30328-4168 INSURER B:XL Special Insurance Company 37$$55 INSURER C: INSURER D: INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADD UB POLICY NUMBER POLICYEFF MM/D©I EXP - LIMITS GENERAL LIABILITYEACH COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F-1 OCCUR OCCURRENCE $ tz PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL& ADV INJURY $ GENERAL AGGREGATE $ GEN'LAGGREGATE LIMIT APPLIES PER POLICY PRO- F7 LOC PRODUCTS- COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIREpAUT05 NON -OWNED AUTOS(PERACCIDENTI COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ b UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ A WORKERS. COMPENSATIONX AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERJEXECUTIVE YIN OFFICERIMEMBEREXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A UB -66863Y170 5/1/2013 51112014 WC STATU- OTH- TO LIMITS ER Y E.L. EACH ACCIDENT $ 500,00 E.L. DISEASE - EA EMPLOYE $ 6D0,00 E.L. DISEASE -POLICY LIMIT I $ 500,00 B B Professional Liability Professional Liability DPR9715042 DPR9715042 2/1/2014 21112D14 21112DIS 2/112015 Each Claim $1,000,00 Aggregate $1,000,00 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space is required) CERTIFICATE HOLDER CANCELLATION City of Milton 13000 Deefeld Parkway, Suite 107-A Milton, GA 30004-6119 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD EXHIBIT "C" CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-9I, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. -Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical 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(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Iy(P530 eVerify Number —,3 -1g2-26aD S Date of Authorization Peoples & Quigley, Inc. Name of Contractor Station #43 Se tic Desi n Name of Project City ofMiltop Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on Apat,4in {city), GA- (state). Signature of Authorized Officer or Agent Printed Name ander f Autha&ed Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE 3a* DAY OF Aloe, 1 1201'. a OTARY PUBLIC ANN S FUKJSHIMA e NOTARY PUBLIC DEKALB COUNTY, GEORGIA MY COMM, EXPIRES MAY 20, 2014 [NOTARY SEAL] My Commission Expires: S --,P- i''i✓ 7 HOME OF ` ILI ONIP ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Approval of a Construction Services Agreement between the City of Milton and Blount Construction Company, Inc. for the FY14 Road Resurfacing Projects. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: VAPPROVED O NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: kYES () NO CITY ATTORNEY REVIEW REQUIRED. KYES O NO APPROVAL BY CITY ATTORNEY {APPROVED {) NOT APPROVED PLACED ON AGENDA FOR: rj5 9 •� REMARKS © ; Youfm PHONE: 678.242.2500 � FAX: 678.242.2499 info@cityofmiltonga.us I www.cityofmilfonga.us 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 Community GE AT IF I ED BPOQZE *Certified Ct,y of �� O Page 1 of 2 To: Honorable Mayor and City Council Members From: Carter Lucas, Public Works Director Date: Submitted on May 9, 2014 for the May 19, 2014 Regular Council Meeting Agenda Item: Approval of a Construction Services Agreement between the City of Milton and Blount Construction Company, Inc. for the FY14 Road Resurfacing Projects ____________________________________________________________________________ Department Recommendation: Approval. Executive Summary: Following the city’s pavement management plan an Invitation to Bid (ITB) was issued for paving and sidewalk installation and repair on the following roads:  Deerfield Parkway from SR 9 to Morris Road.  Patching at various locations on Hopewell Road  Longstreet Road  Sidewalk - Complete the connection on Morris Road near Old Morris Road - Complete the connection on Dunbrody Dr. - Complete the connection on Deerfield Parkway North of Webb Road  Resurfacing of Residential Streets - Dunbrody Dr. - Arklow Dr. - Itaska Walk - Dunbrody Ave - Champions View Pkwy - Camleon Ct - Feyston Ct - Avening Ct - Cadence Ct - Harmony Ct - Chantress Ct - Scotlandwell Pl - Championsview Dr Page 2 of 2 - Champions Vista Ct - Cedar Farms Ct - Oakmeade Trace - Plantation Cove - Lake Grove Ln The city received 4 bids for the proposed work which are summarized in Table 1. Table 1. Bid Summary Firm Bid Blount Construction $1,794,324.29 Allied $1,809,100.00 Stewart Brothers $1,958,910.00 CW Matthews $2,148,982.74 In accordance with the city procurement procedures staff is recommending approval of a Construction Services Agreement with Blount Construction Company in an amount not to exceed $1,794,324.29. Funding and Fiscal Impact: Funding for this project is available in the Capital Projects fund Pavement Management and Sidewalks and the Capital Grant Fund LMIG budget in the Public Works Department. Alternatives: There are no alternatives to this project. Legal Review: Jarrard & Davis, LLP – Paul Higbee, 5/6/2014 Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Construction Services Agreement 1 CONSTRUCTION SERVICES AGREEMENT FOR FY14 Resurfacing Project This Agreement (the “Agreement”) to provide sidewalk improvements is made and entered into this ___ day of ____, 2014, by and between the CITY OF MILTON, a municipal corporation of the State of Georgia, acting by and through its governing authority, the Milton City Council (hereinafter referred to as the “City”), Blount Construction Company, Inc., a Georgia corporation with its principal place of business located at 1730 Sands Place, Marietta, Georgia 30067 (hereinafter referred to as the “Contractor”). W I T N E S S E T H: WHEREAS, the City issued an Invitation to Bid for the FY14 Resurfacing Project; and WHEREAS, based upon Contractor’s bid to construct the improvements as required by the bid documents, the City has selected Contractor as the winning bidder, and WHEREAS, Contractor has agreed to perform such work as set forth in this Agreement, according to the terms and conditions provided in this Agreement; and WHEREAS, Contractor has familiarized itself with the nature and extent of the Contract Documents, the Project, and the Work, with all local conditions and federal, state and local laws, ordinances, rules and regulations in any manner that may affect cost, progress or performance of work, and Contractor is aware that he must be licensed to do business in the State of Georgia. NOW THEREFORE, the City and Contractor, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: Section 1 Contract Documents The following documents are incorporated herein by reference and constitute the Contract Documents: A. This Agreement (20 Pages); B. Invitation to Bid ITB (61 Pages), attached hereto as Exhibit “A”; 2 C. Bid from Contractor dated March 21, 2014 (22 Pages), attached hereto as Exhibit “B”; D. Performance and Other Bonds, attached hereto collectively as Exhibit “C”; E. Non-collusion Affidavit of Prime Proposer, attached hereto as Exhibit “D”, F. Contractor Affidavit and Agreement, attached hereto as Exhibit “E”; G. Subcontractor Affidavit, attached hereto as Exhibit “F”; H. Plans and specifications, attached hereto collectively as Exhibit “G”, I. Final Affidavit, attached hereto as Exhibit “H”, J. The following which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Written Amendments and other documents amending, modifying, or supplementing the Contract Documents if properly adopted in writing and executed by the Parties; and K. City of Milton Code of Ethics. In the event of any discrepancy among the Contract Documents, that provision that inures most to the benefit of the City, as determined by the City in its sole discretion, shall govern. Section 2 Project Description The scope of this project generally consists of the addition of new sidewalks and paving work in accordance with the specific scope of services provided in the ITB (Included as Exhibit A) and generally described as the following: - Deerfield Pkwy starting at SR9 and ending at the new asphalt joint at Morris Rd o Mill 3.5”, patch 3” as directed, o Sidewalk repair on marked locations, ADA ramp upgrade, and o Install new sidewalk starting at Webb Rd. heading north connecting to existing sidewalk at Villages at Devonshire. - Morris Rd. starting at Old Morris Rd o Install new sidewalk and ramps connecting the existing sidewalk at the intersection with the sidewalk to the Northeast. - Hopewell Rd. 3 o Patching 2.5” with 12.5mm at marked locations and stripe to match. - Dunbrody Dr. o Install new sidewalk along the top of dam to connect the two ends of the existing sidewalk. - Arklow Dr. starting at Dunbrody Dr. and ending 157’ west of Mastrow Dr. o Patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. Class B concrete for repair of any sunken utilities or broken manholes - Dunbrody Dr. starting at the asphalt joint 145’ north of Arklow Dr. and ending at the asphalt joint 50’ east on Dunbrody Ave. Class B concrete for repair of any sunken utilities or broken manholes. o Patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Dunbrody Ave. starting at Dunbrody Dr. and ending at the asphalt joint 161’ north of Arklow Dr. o Patch 3” as directed overlay 1.5” with 9.5mm superpave and stripe to match. Class B concrete for repair of any sunken utilities or broken manholes - Itaska Walk starting at Arklow Dr. and ending at the asphalt joint 165’ north of Arklow Dr. o Patch 3” as directed, and overlay 1.5” with 9.5mm superpave and stripe to match. Class B concrete for repair of any sunken utilities or broken manholes. - Champions View Pkwy starting at Francis Rd. and ending Champions View Dr. o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Camleon Ct starting at Aventide Ln. and ending at the cul de sac. o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Feyston Ct. starting at Avensong Village Circle and ending at in the cul de sac. o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Avening Ct. starting at Avensong Village Circle. o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Cadence Ct. starting at Sonata Ln. and ending in the cul de sac. o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Harmony Ct. starting at Avensong Ives Way and ending in the cul de sac o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. Install ADA correct ramps at the intersection of Harmony Ct. and Avensong Ives Way 4 - Chantress Ct. starting at Avensong Village Circle and ending in the cul de sac o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Scotlandwell Place starting at Thompson Rd and ending in the cul de sac. o 2.5” patch with 12.5mm superpave at marked locations. - Longstreet Rd starting at Hopewell Rd and ending at the Forsyth County Line o 3” inch patch with a double chip seal surface. The asphalt approach to Hopewell Rd will be milled and replaced with 12.5 mm superpave to allow ingress and egress back 75’ from the intersection. The double chip will be sealed off with a LD-7 fog seal and then the road will be striped to match. The new asphalt sections in the middle of Longstreet Rd will not receive the chip seal treatment but will receive the LD-7 fog seal application. - Champions View Dr o Edge mill, 3”patch as directed, overlay 1.5” with 9.5mm and stripe to match - Champions Vista Ct. o Edge mill, 3”patch as directed, overlay 1.5” with 9.5mm and stripe to match. - Cedar Farms Ct o Patch as directed and overlay 1.5” with 9.5mm and stripe as directed. - Oakmeade Trace o Patch as directed and overlay 1.5” with 9.5mm and stripe as directed. - Plantation Cove o Edge mill, patch as directed, and overlay with 1.5” of 9.5mm. - Lake Grove Ln o Edge mill, patch as directed, and overlay with 1.5” of 9.5mm. Section 3 The Work The Work is specified and indicated in the Contract Documents (the “Work”). In the event of any discrepancy among the Contract Documents, the provision operating most to the benefit of the City, as determined by the City in its sole discretion, shall govern. The Work previously described includes all material, labor, insurance, tools, equipment, and any other miscellaneous items necessary to complete the Work as described. Contractor shall complete the Work in strict accordance with the Contract Documents. Section 4 Contract Time This Contract shall take effect on ___________. Contractor agrees to complete the Project within 90 calendar days from the date of Notice to Proceed. Every effort will be made by Contractor to shorten this period. 5 Section 5 Contractor’s Compensation; Time and Method of Payment A. The total amount paid under this Agreement shall not, in any case, exceed $1,794,324.29 except as outlined in Section 6 below. City agrees to pay the Contractor for the work upon certification by the City that the Work was actually performed and costs actually incurred in accordance with the Agreement. This amount shall include all use, lease, or other taxes, and all expenses for personnel and equipment (including fuel) that Contractor will incur to provide the Work. Unless otherwise agreed in writing signed by both Parties, the compensation payable by the City to Contractor is limited to the price amount set forth in the Proposal Submittal Form, and City will not pay any other sum attributable to taxes, costs or expenses that Contractor may incur in providing the Work. B. Compensation for Work performed shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Work performed. Invoices shall be submitted on a monthly basis, and such invoices shall reflect charges incurred versus charges budgeted. Each invoice shall be accompanied by an Interim Waiver and Release upon Payment (or a Waiver and Release upon Final Payment in the case of the invoice for final payment) procured by the Contractor from all subcontractors in accordance with O.C.G.A. § 44-14-366. C. As long as the gross value of the completed work is less than 50% of the total contract amount and/or when satisfactory progress has not been achieved by the Contractor during any period for which payment is to be made, the City may retain a percentage of said payment, not to exceed ten percent (10%) of the maximum Contract Price to ensure performance of the Agreement. Said cause and progress shall be determined by the City, in its sole discretion, based on its assessment of any past performance of the Contractor and likelihood that such performance will continue. Upon completion of all contract requirements, retained amounts shall be paid promptly less any offsets or deductions authorized hereunder or by law. D. Any material deviations in tests or inspections performed, times or locations required to complete such tests or inspections and like deviations from the Work described in this Agreement shall be clearly communicated to the City before charges are incurred and shall be handled through change orders or construction change directives as described in Section 6 below. All invoices should be submitted to Rick Pearce (Budget and Procurement Coordinator), for approval. The City shall pay the Contractor within thirty (30) days after approval of the invoice by the City. No payments will be made for unauthorized work. Payment will be sent to the designated address by U.S. Mail only; payment will not be hand-delivered. 6 E. The City may withhold payment or final payment for reasons including, but not limited to, the following: unsatisfactory job performance or progress, defective work, disputed work, failure to comply with material provisions of the Agreement, third party claims filed or reasonable evidence that a claim will be filed or other reasonable cause. Section 6 Work Changes A. The City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written change orders executed by the Contractor and the City. Such change orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time to avoid delay or other unfavorable impacts as determined by the City in its sole discretion, the City shall have the right to determine reasonable terms and the Contractor shall proceed with the changed work. B. Any work added to the scope of this Agreement by a change order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written change order duly executed on behalf of the City and the Contractor. C. The City Manager has authority to execute without further action of the Milton City Council, any number of change orders so long as their total effect does not materially alter the terms of this Agreement or materially increase the total amount to be paid under this Agreement. Any such change orders materially altering the terms of this Agreement or increasing the total amount to be paid under this Agreement in excess of $50,000, must be approved by resolution of the Milton City Council. Section 7 Covenants of Contractor. A. Ethics Code Contractor agrees that it shall not engage in any activity or conduct that would be in violation of the City of Milton Code of Ethics. B. Time is of the Essence Contractor specifically acknowledges that TIME IS OF THE ESSENCE for 7 completion of the Project. C. Expertise of Contractor Contractor accepts the relationship of trust and confidence established between it and the City, recognizing that the City’s intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the services in pursuit of the timely and competent completion of the Work undertaken by Contractor under this Agreement. D. Budgetary Limitations Contractor agrees and acknowledges that budgetary limitations are not a justification for breach of sound principals of Contractor’s profession and industry. Contractor shall take no calculated risk in the performance of the Work. Specifically, Contractor agrees that, in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principals of Contractor’s profession and industry, Contractor will give written notice immediately to the City. E. City’s Reliance on the Work The Contractor acknowledges and agrees that the City does not undertake to approve or pass upon matters of expertise of the Contractor and that; therefore, the City bears no responsibility for Contractor’s services performed under this Agreement. The Contractor acknowledges and agrees that the acceptance of Work by the City is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. The City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Contractor’s performance. Contractor further agrees that no approval of designs, plans, specifications, or work by any person, body or agency shall relieve Contractor of the responsibility for adequacy, fitness, suitability, and correctness of Contractor’s professional and industry standards or for performing services under this Agreement in accordance with sound and accepted professional and industry principals. F. Contractor’s Reliance of Submissions by the City Contractor must have timely information and input from the City in order to perform the services required under this Agreement. Contractor is entitled to rely upon information provided by the City, but Contractor shall be required to provide immediate written notice to the City if Contractor knows or reasonably 8 should know that any information provided by the City is erroneous, inconsistent, or otherwise problematic. G. Contractor’s Representative ___________________________________ shall be authorized to act on Contractor’s behalf with respect to the Work as Contractor’s designated representative. H. Assignment of Agreement The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Agreement, without the prior express written consent of the City. I. Responsibility of Contractor and Indemnification of City The Contractor covenants and agrees to take and assume all responsibility for the services rendered in connection with this Agreement. The Contractor shall bear all losses and damages directly or indirectly resulting to it on account of the performance or character of the services rendered pursuant to this Agreement. Contractor shall defend, indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, attorney’s fees, which may be the result of willful, negligent or tortuous conduct arising out of the Work, performance of contracted services, or operations by the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, regardless of whether or not the negligent act is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against the City or any of its agents or employees, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type 9 of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Agreement. Contractor shall not be required to indemnify the City or its officers, boards, commissions, elected or appointed officials, employees or agents against liability or claims for damages, losses, or expenses, including attorney fees, arising out of bodily injury to persons, death, or damage to property caused by or resulting from the sole negligence of the City or its officers, boards, commissions, elected or appointed officials, employees or agents. J. Independent Contractor Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the services; hiring of Contractors, agents or employees to complete the services; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. Any provisions of this Agreement that may appear to give the City the right to direct Contractor as to the details of the services to be performed by Contractor or to exercise a measure of control over such services will be deemed to mean that Contractor shall follow the directions of the City with regard to the results of such services only. The Contractor shall obtain and maintain, at the Contractor’s expense, all permits, licenses, or approvals that may be necessary for the performance of the services. The Contractor shall furnish copies of all such permits, licenses, or approvals to the City of Milton Representative within ten (10) days after issuance. Inasmuch as the City of Milton and the Contractor are contractors independent of one another neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto. The Contractor agrees not to represent itself as the City’s agent for any purpose to any party or to allow any employee of the Contractor to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Contractor shall assume full liability for any contracts or 10 agreements the Contract enters into on behalf of the City of Milton without the express knowledge and prior written consent of the City. K. Insurance (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City Attorney to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. (2) Minimum Limits of Insurance: Contractor shall maintain limits no less than: (a) Comprehensive General Liability of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (b) Comprehensive Automobile Liability (owned, non-owned, hired) of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (c) Professional Liability of $1,000,000 limit for claims arising out of professional services caused by the Contractor’s errors, omissions, or negligent acts. (d) Workers' Compensation limits as required by the State of Georgia and employers Liability limits of $1,000,000 per accident. (3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City, its officials, employees, agents and volunteers are 11 to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, leased, or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officials, employees, agents or volunteers. (ii) The Contractor’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City, its officials, employees, agents or volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officials, employees, agents or volunteers. (iv) Coverage shall state that the Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Contractor for the City. (vii) All endorsements to policies shall be executed by an authorized representative of the insurer. (b) Workers' Compensation Coverage: The insurer will agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Contractor for the City. 12 (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (iii) Policies shall include an endorsement incorporating the Indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 7(I) of this Agreement. (iv) Policies shall include an endorsement incorporating the Indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 7(I) of this Agreement. (5) Acceptability of Insurers: Insurance is to be placed with insurers with an A.M. Bests' rating of no less than A: VII. (6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of work. The certificates of insurance and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance and endorsements shall be on a form utilized by Contractor’s insurer in its normal course of business and shall be received and approved by the City prior to execution of this Agreement by the City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the parties as additional insured. 13 (8) Claims-Made Policies: Contractor shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement. L. Employment of Unauthorized Aliens Prohibited E-Verify Affidavits It is the policy of the City of Milton that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services within the State of Georgia unless: (1) the Contractor shall provide evidence on City-provided forms, attached hereto as Exhibits “E” and “F” (affidavits regarding compliance with the E-Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Contractor’s subcontractors have conducted a verification, under the federal Employment Eligibility Verification (“EEV” or “E-Verify”) program, of the social security numbers, or other identifying information now or hereafter accepted by the E-Verify program, of all employees who will perform work on the City contract to ensure that no unauthorized aliens will be employed, or (2) the Contractor provides evidence that it is not required to provide an affidavit because it is licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing as of the date when the contract for services is to be rendered. The Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit “E”, and submitted such affidavit to City or provided the City with evidence that it is not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such 14 subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit “F”, which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to the City within five (5) business days of receipt from any subcontractor. Where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13- 10-91, the City Manager or his/her designee shall be authorized to conduct an inspection of the Contractor’s and Contractor’s subcontractors’ verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor’s subcontractors shall retain all documents and records of their respective verification process for a period of three (3) years following completion of the contract. Further, where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor’s subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor’s subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor’s subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. The Contractor’s failure to cooperate with the investigation may be sanctioned by termination of the contract, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. Contractor agrees that the employee-number category designated below is applicable to the Contractor. [Information only required if a contractor affidavit is required pursuant to O.C.G.A. § 13-10-91.] ____ 500 or more employees. ____ 100 or more employees. ____ Fewer than 100 employees. Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, 15 the Contractor will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee-number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. M. Records, Reports and Audits (1) Records: (a) Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Agreement. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Agreement. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later. (b) All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. (2) Reports and Information: Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Agreement in the form requested by the City. (3) Audits and Inspections: At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Agreement. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Agreement. N. Conflicts of Interest Contractor agrees that it shall not engage in any activity or conduct that would 16 result in a violation of the City of Milton Code of Ethics. O. Confidentiality Contractor acknowledges that it may receive confidential information of the City and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, consultants, and/or staff to likewise protect such confidential information. The Contractor agrees that confidential information it receives or such reports, information, opinions or conclusions that Contractor creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether specifically deemed confidential or not. P. Licenses, Certifications and Permits The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, local boards, agencies, commissions, committees or other regulatory bodies in order to perform the services contracted for under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals. Q. [RESERVED] R. Authority to Contract The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Agreement, if applicable. S. Ownership of Work All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the services to be performed by the Contractor (“materials”) shall be the property of the City and the City shall be entitled to full access and copies of all such materials. Any such materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such 17 materials. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment. T. Meetings The Contractor is required to meet with the City’s personnel, or designated representatives, to resolve technical or contractual problems that may occur during the term of the contract, at no additional cost to the City. Meetings will occur as problems arise and will be coordinated by the City. The Contractor will be given a minimum of three full working days notice of meeting date, time, and location. Face-to-face meetings are desired. However, at the Contractor’s option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or to make a good faith effort to resolve problems, may result in termination of the contract. Section 8 Covenants of the City A. Right of Entry The City shall provide for right of entry for Contractor and all necessary equipment along the Bethany Bend Road right-of-way, in order for Contractor to complete the Work. B. City’s Representative Matt Fallstrom shall be authorized to act on the City’s behalf with respect to the Work as the City’s designated representative Section 9 Warranty Except as may be otherwise specified or agreed, the Contractor shall repair all defects in materials, equipment, or workmanship appearing within one year from the date of Final Completion of the Project at no additional cost to the City. An inspection shall be conducted by the City or its representative(s) near the completion of the one-year general warranty period to identify any issues that must be resolved by the Contractor. Section 10 Termination A. The City may terminate this Agreement for convenience at any time upon written 18 notice to Contractor. In the event of a termination for convenience, Contractor shall take immediate steps to terminate work as quickly and effectively as possible and shall terminate all commitments to third-parties unless otherwise instructed by the City. Provided that no damages are due to the City for Contractor’s failure to perform in accordance with this Agreement, the City shall pay Contractor for work performed to date in accordance with Section 5 herein. The City shall have no further liability to Contractor for such termination. B. The City may terminate this Agreement for cause if Contractor breaches any material provision of this Agreement. The City shall give Contractor seven (7) days written notice of its intent to terminate the Agreement and the reasons therefore, and, if Contractor, or its Surety, fails to cure the default within that period, the termination shall take place without further notice. The City shall then make alternative arrangements for completion of the Project and deduct the cost of completion from the unpaid Contract Price. The City will make no payment to the Contractor or its Surety until all costs of completing the Project are paid. If the unpaid balance of the amount due the Contractor, according to this agreement, exceeds the cost of finishing the Project, the Contractor or its Surety will receive the applicable funds due. If the costs of completing the Project exceed the unpaid balance, the Contractor or its Surety will pay the difference to the City. C. If the City terminates this Agreement for cause, and it is later determined that the City did not have grounds to do so, the termination will be treated as a termination for convenience under the terms of this Section (A) above. D. Upon termination, the Contractor shall: (1) promptly discontinue all services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Agreement, whether completed or in process, in the form specified by the City. E. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Agreement or at law or in equity. Section 11 Miscellaneous A. Complete Agreement. This Agreement contains all of the understandings and agreements of whatsoever kind and nature existing between the parties hereto with respect to the subject matter contained herein. B. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Georgia. 19 C. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. D. Invalidity of Provisions. Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall continue in full force and effect as if this Agreement had been executed with the invalid portion hereof eliminated, it being the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts or portions which may for any reason be hereafter declared invalid. E. Notice. All notices requests, demands and other communications hereunder shall be in writing and shall be deemed received, and shall be effective when personally delivered or on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested or upon actual delivery when sent via national overnight commercial carrier to the parties at the addresses given below, unless a substitute address shall first be furnished to the other parties by written notice in accordance herewith: NOTICE TO CITY shall be sent to: City of Milton Attn: City Manager 13000 Deerfield Parkway, Suite 107F Milton, Georgia 30004 NOTICE TO CONTRACTOR shall be sent to: Mr. Bob Cathcart, Blount Construction Company, Inc., 1730 Sands Place, Marietta, GA 30067 F. Sovereign Immunity. Nothing contained in this Agreement shall be construed to be a waiver of the City’s sovereign immunity or any individual’s qualified good faith or official immunities. G. Force Majeure. Neither the City nor Contractor shall be liable for their respective non-negligent or non-willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of their 20 respective duties or obligations under this Agreement or for any delay in such performance due to: (i) any cause beyond their respective reasonable control; (ii) any act of God; (iii) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (iv) earthquake, fire, explosion or flood; (v) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of Contractor; (vi) delay or failure to act by any governmental or military authority; or (vii) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts and all other obligations shall remain intact. H. Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. I. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Consultant agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Consultant agrees to comply with all applicable implementing regulations and shall include the provisions of this Section I in every subcontract for services contemplated under this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal as of the date first above written. [SIGNATURES ON FOLLOWING PAGE] 21 Blount Construction Company, Inc. ___________________________________ Signature _______________________________________________ Print Name _______________________________________________ Title [AFFIX CORPORATE SEAL] SIGNED, SEALED, AND DELIVERED In the presence of: _____________________________ Witness (Corporate Secretary should attest) _______________________________________ Print Name _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: __________________ MILTON CITY COUNCIL: Joe Lockwood, Mayor ___________________________________ [CITY SEAL] SIGNED, SEALED, AND DELIVERED In the presence of: _____________________________ Witness _____________________________ Notary Public [NOTARY SEAL] 22 My Commission Expires: __________________ EXHIBIT “A” REQUEST FOR BID 14-PW6 FY14 Resurfacing Project 1 CITY OF MILTON INVITATION TO BID (THIS IS NOT AN ORDER) Bid Number: 14-PW6 Project Name: FY14 Resurfacing Project Due Date and Time: April 24th, 2014 Local Time: 2:00pm Number of Pages: 61 ISSUING DEPARTMENT INFORMATION Issue Date: April 7, 2014 City of Milton Public Works Department 13000 Deerfield Pkwy, Suite 107G Milton, Ga. 30004 Phone: 678-242-2500 Fax: 678-242-2499 Website: www.cityofmiltonga.us INSTRUCTIONS TO BIDDERS Return Submittal to: City of Milton Attn: Rick Pearce, Purchasing Office 13000 Deerfield Pkwy Suite 107G Milton, Ga. 30004 Mark Face of Envelope/Package: Bid Number: 14-PW6 Name of Company or Firm Special Instructions: Deadline for Written Questions April 15th ,2014 at 5:00 pm Email questions to Rick Pearce at rick.pearce@cityofmiltonga.us BIDDERS MUST COMPLETE THE FOLLOWING Bidder Name/Address: Authorized Bidder Signatory: (Please print name and sign in ink) Bidder Phone Number: Bidder FAX Number: Bidder Federal I.D. Number: Bidder E-mail Address: BIDDERS MUST RETURN THIS COVER SHEET WITH BID RESPONSE 14-PW6 FY14 Resurfacing Project 2 Table of Contents Topic Page Definitions 3 Invitation to Bid 4 Bidding Instructions (What must be submitted) 5 Insurance/Bond Requirements 6 Bid Form and Addenda Acknowledgement 10 Bid Bond 12 Qualifications Signature and Certification 15 Corporate Certificate 15 List of Subcontractors 16 Contractor Affidavit and Agreement (eVerify) 17 Bid Schedule 18 Disclosure Form 20 General Conditions 21 EPD Air Quality Rules 26 Project Specifications 27 Schedule of Events 35 Sample Contract Agreement 36 14-PW6 FY14 Resurfacing Project 3 DEFINITIONS COMPW: City of Milton Public Works Department GDOT: Georgia Department of Transportation ENGINEER: The City of Milton Director of Public Works or a duly authorized representative. ADA: Americans with Disabilities Act EA: Each GAL: Gallon LF: Lineal Feet LS: Lump Sum SY: Square Yard TN: Ton MUTCD: Manual on Uniform Traffic Control Devices OSHA: Occupational Safety and Health Administration FHWA: Federal Highway Administration AASHTO: American Association of State Highway and Transportation Officials 14-PW6 FY14 Resurfacing Project 4 CITY OF MILTON Invitation to Bid 14-PW6 The City of Milton is accepting sealed bids from qualified firms for the FY14 Resurfacing Project for the Public Works Department in conformance with Title 32, Chapter 4, Article 4, Part 2 of the Official Code of Georgia Annotated. All work will be done in accordance with Georgia Department of Transportation’s (GDOT) Standard Drawings, Standard Specifications, and Pay Items Index as standards and specifications for the construction and completion of the work required. All bidders must comply with all general and special requirements of the bid information and instructions enclosed herein. Sealed bids will be received no later than 2:00 PM Local Time on April 24th, 2014. Sealed bids shall be submitted to: City of Milton Attn: Rick Pearce, Purchasing Office 13000 Deerfield Pkwy Suite 107G Milton, Ga. 30004. At approximately 2:10 PM Local Time on the day bids are received the bids will be publicly opened and the bidder’s name and total bid amount will be read aloud at: City of Milton Courthouse 13000 Deerfield Parkway Suite 107E Milton, GA 30004. Bids received after the above time or in any other location other than the Purchasing Office will not be accepted. Bids shall be presented in a sealed envelope with the bid number (14-PW6) and the name of the company or firm submitting clearly marked on the outside of the envelope. ONE (1) ORIGINAL (PAPER) AND TWO (2) COPIES (PAPER) AND A PDF COPY OF THE BID ON CD MUST BE SUBMITTED. Bids will not be accepted verbally, by fax, or email. Questions must be in writing. For questions, please email Rick Pearce at rick.pearce@cityofmiltonga.us. Deadline for questions is April 15th, 2014 at 5:00pm. Official answers to questions and potential changes to the ITB (Addendums) will be posted at the same web locations as the ITB on or about April 17th, 2014. Any other form of interpretation, correction, or change to this ITB will not be binding upon the City. It is the bidder’s responsibility to check the websites for potential updates. Please refer to Bid (14-PW6) and bid name (FY14 Resurfacing Project) when requesting information. The City of Milton reserves the right to reject any or all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Milton. The selected contractor must be able to start work within ten (10) calendar days after the “Notice to Proceed” is issued. The time of completion for the project is ninety (90) calendar days from the date of the “Notice to Proceed.” If weather affects the required completion schedule, The City and selected contractor will negotiate a new completion date. Section 108.08 of the State of Georgia Department of Transportation Standard Specifications Construction of Transportation Systems (current edition) shall be applied. 14-PW6 FY14 Resurfacing Project 5 BIDDING INSTRUCTIONS FAILURE TO RETURN THE FOLLOWING BID DOCUMENTS COULD RESULT IN THE BID BEING DEEMED NON-RESPONSIVE AND BEING REJECTED: Item Description Page(s) 1 Filled out and Signed Invitation to Bid 1 2 Bid Form and Addenda Acknowledgement (2 pages) 10-11 3 Bid Bond (3 pages) 12-13-14 4 Qualification Signature and Certification 15 5 List of Subcontractors 16 6 Contractor Affidavit and Agreement (eVerify) 17 7 Bid Schedule (2 pages) 18-19 8 Disclosure Form 20 INFORMATION AND INSTRUCTIONS The purpose of this solicitation is to enter into a unit price “purchasing contract” with one firm to be the primary supplier of the FY14 Resurfacing Project, 14-PW6. No specification expressed or implied shall be construed as any type of restrictive specification that would limit competition. Unless clearly shown as “no substitute” or any words to that effect, any items in these contract documents which have been identified, described or referenced by a brand name or trade name are for reference only. Such identification is intended to be descriptive but not restrictive and is to indicate the general quality and characteristics of products that may be offered. Each bid item for which an equivalent item is proposed must be individually identified on the bid sheet with the following information: brand name, model or manufacturers number or identification regularly used in the trade. Photographs, specifications and cut sheets shall be provided of the proposed alternative. The City shall be the sole judge of the suitability of the proposed alternative and may consider function, design, materials, construction, workmanship, finishes, operating features, overall quality, local service facilities, warranty terms and service or other relevant features. The City reserves the right to cancel the contract at any time with 30 days written notice. Title to any supplies, materials, equipment or other personal property shall remain the Contractors’ until fully paid for by the City. All items to be bid FOB, Milton, Georgia. No sales taxes are to be charged. Any damage to any building or traffic control device, or equipment incurred during the course of work shall be repaired at the contractor’s expense to the complete satisfaction of the City of 14-PW6 FY14 Resurfacing Project 6 Milton with no additional expense to the City. EVALUATION The City intends to evaluate the ITB on the lowest, best, responsible, and responsive vendor. INSURANCE REQUIREMENTS Within 10 days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Within 10 days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Insurance requirements are provided below and included in the CONTRACT AGREEMENT (Section 7.K). (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City Attorney as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with limits no less than: (a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, including coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, vandalism, property loss and theft. (b) Comprehensive Automobile Liability (owned, non-owned, hired) of $1,000,000 (one million dollars) combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 (one million dollars) per accident. (3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the 14-PW6 FY14 Resurfacing Project 7 following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City and City Parties are to be covered as insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City or City Parties. (ii) The Contractor’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City or City Parties. Any insurance or self-insurance maintained by the City or City Parties shall be in excess of the Contractor’s insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City or City Parties. (iv) Coverage shall state that the Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City for General Liability coverage only. (b) Workers' Compensation Coverage: The insurer providing Workers’ Compensation Coverage will agree to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (5) Acceptability of Insurers: Insurance is to be placed with insurers authorized to do business in the State of Georgia and with an A.M. Bests' rating of no less than A:VI. (6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance 14-PW6 FY14 Resurfacing Project 8 and endorsements to the policies evidencing coverage required by this clause prior to the start of Work. The certificate of insurance and endorsements shall be on a form utilized by Contractor’s insurer in its normal course of business and shall be received and approved by the City within ten (10) days of the Notice of Award. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the Parties as additional insureds. (8) Claims-Made Policies: Contractor shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement, except the City need not be named as an additional insured and loss payee on any Workers’ Compensation policy. BONDING REQUIREMENTS Each bid must be accompanied with a BID BOND (bond only: certified checks or other forms are not acceptable) in an amount equal to five percent (5%) of the base bid, payable to the City of Milton. Said bid bond guarantees the bidder will enter into a contract to construct the project strictly within the terms and conditions stated in this bid and in the bidding and contract documents, should the construction contract be awarded. The Successful Bidder shall be required to furnish PAYMENT AND PERFORMANCE BONDS for the faithful performance on the contract and a bond to secure payment of all claims for materials furnished and/or labor performed in performance of the project, both in amounts equal to one hundred percent (100%) of the contract price. The Successful Bidder shall also be required to furnish a MAINTENANCE BOND, in the amount of one-third (1/3) of the contract price, guaranteeing the repair or replacement caused by defective workmanship or materials for a period of two (2) years from the completion of construction. Bonds shall be issued by a corporate surety appearing on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to do business in the State of Georgia. Bonds shall be on the forms provided by the City and subject to the review and approval of the City Attorney. Date of Bond must not be prior to date of Contract. If Contractor is a Partnership, all partners 14-PW6 FY14 Resurfacing Project 9 shall execute Bond. OATH Prior to commencing the Work, the successful bidder shall execute a written oath as required by O.C.G.A. §§ 32-4-122 and 36-91-21(e). COST OF PREPARING A PROPOSAL The costs for developing and delivering responses to this ITB and any subsequent presentations of the proposal as requested by the City are entirely the responsibility of the bidder. The City is not liable for any expense incurred by the bidder in the preparation and presentation of their proposal. All materials submitted in response to this ITB become the property of the City of Milton. 14-PW6 FY14 Resurfacing Project 10 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID FORM and ADDENDA ACKNOWLEDGEMENT TO: PURCHASING OFFICE CITY OF MILTON MILTON, GEORGIA 30004 Ladies and Gentlemen: In compliance with your Invitation To Bid, the undersigned, hereinafter termed the Bidder, proposes to enter into a Contract with the City of Milton, Georgia, to provide the necessary machinery, tools, apparatus, other means of construction, and all materials and labor specified in the Contract Documents or as necessary to complete the Work in the manner therein specified within the time specified, as therein set forth, for: Bid Number 14-PW6 FY14 Resurfacing Project The Bidder has carefully examined and fully understands the Contract, Specifications, and other documents hereto attached, has made a personal examination of the Site of the proposed Work, has satisfied himself as to the actual conditions and requirements of the Work, and hereby proposes and agrees that if his bid is accepted, he will contract with the City of Milton in full conformance with the Contract Documents. Unless otherwise directed, all work performed shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition). All materials used in the process of completion of the work included in the Contract will be furnished from Georgia Department of Transportation certified suppliers only. It is the intent of this Bid to include all items of construction and all Work called for in the Specifications, or otherwise a part of the Contract Documents. In accordance with the foregoing, the undersigned proposes to furnish and construct the items listed in the attached Bid schedule for the unit prices stated. The Bidder agrees that the cost of any work performed, materials furnished, services provided or expenses incurred, which are not specifically delineated in the Contract Documents but which are incidental to the scope, intent, and completion of the Contract, shall be deemed to have been included in the prices bid for the various items scheduled. The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces and equipment within ten (10) calendar days from receipt of Notice to Proceed and to complete all Work within ninety (90) calendar days from the Notice to Proceed. If weather affects the required completion schedule, The City and selected Bidder will negotiate a new completion date. 14-PW6 FY14 Resurfacing Project 11 Attached hereto is an executed Bid Bond in the amount of __________________ Dollars ($ (Five Percent of Amount Bid). If this bid shall be accepted by the City of Milton and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Milton may, at its option, determine that the undersigned abandoned the Contract and there upon this bid shall be null and void, and the sum stipulated in the attached Bid Bond shall be forfeited to the City of Milton as liquidated damages. Bidder acknowledges receipt of the following addenda: Addendum No. Date viewed _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ Bidder further declares that the full name and resident address of Bidder’s Principal is as follows: Signed, sealed, and dated this _______ day of _____________, 20_____ Bidder _______________________ (Seal) Company Name Bidder Mailing Address: ___________________________________________ ___________________________________________ ___________________________________________ Signature: ____________________________ Print Name: ______________________________________ Title: ____________________________ 14-PW6 FY14 Resurfacing Project 12 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID BOND CITY OF MILTON, GEORGIA BIDDER (Name and Address): SURETY (Name and Address of Principal Place of Business): OWNER (hereinafter referred to as the “City” (Name and Address): City of Milton, Georgia ATTN: Purchasing Office 13000 Deerfield Parkway, Suite 107G Milton, Georgia 30004 BID BID DUE DATE: PROJECT (Brief Description Including Location): BOND BOND NUMBER: DATE (Not later that Bid due date): PENAL SUM: _______________________________________________________________________ (Words) (Figures) IN WITNESS WHEREOF, Surety and Bidder, intending to be legally bound hereby to the City, subject to the terms printed below or on the reverse side hereof, do each cause this Bid Bond to be duly executed on its behalf by its authorized officer, agent or representative. BIDDER SURETY (Seal) (Seal) Bidder’s Name and Corporate Seal Surety’s Name and Corporate Seal By: By: ___________________________ Signature and Title: Signature and Title: (Attach Power of Attorney) Attest: Attest:_________________________ Signature and Title: Signature and Title: Note: (1) Above addresses are to be used for giving any notice required by the terms of this Bid Bond. (2) Any singular reference to Bidder, Surety, the City or any other party shall be considered plural where applicable. 14-PW6 FY14 Resurfacing Project | 13 1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to pay to the City upon Default of Bidder the penal sum set forth on the face of this Bond. 2. Default of Bidder shall occur upon the failure of Bidder to deliver within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents. 3. This obligation shall be null and void if: 3.1 The City accepts Bidder’s Bid and Bidder delivers within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents; or 3.2 All Bids are rejected by the City; or 3.3 The City fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any extension of that time agreed to in writing by Bidder and, if applicable, consented to by Surety when required by paragraph 5 hereof). 4. Payment under this Bond will be due and payable upon Default by Bidder within 30 calendar days after receipt by Bidder and Surety of a written Notice of Default from the City, which Notice will be given with reasonable promptness and will identify this Bond and the Project and include a statement of the amount due. 5. Surety waives notice of, as well as any and all defenses based on or arising out of, any time extension to issue a Notice of Award agreed to in writing by the City and Bidder, provided that the total time, including extensions, for issuing a Notice of Award shall not in the aggregate exceed 120 days from Bid due date without Surety’s written consent. 6. No suit or action shall be commenced under this Bond either prior to 30 calendar days after the Notice of Default required in paragraph 4 above is received by Bidder and Surety or later than one year after Bid due date. 7. Any suit or action under this Bond shall be commenced only in a court of competent jurisdiction located in the State of Georgia. 8. Notices required hereunder shall be in writing and sent to Bidder and Surety at their respective addresses shown on the face of this Bond. Such notices may be sent by personal delivery, commercial courier or by United States Registered or Certified Mail, return receipt requested, postage pre-paid, and shall be deemed to be effective upon receipt by the party concerned. 9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority of the officer, agent or representative who executed this Bond on behalf of Surety to execute, seal and deliver such Bond and bind the Surety thereby. 14-PW6 FY14 Resurfacing Project | 14 10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any applicable statute that has been omitted from this Bond shall be deemed to be included herein as if set forth at length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute shall govern and the remainder of this Bond that is not in conflict therewith shall continue in full force and effect. 11. The term “Bid” as used herein includes a Bid, offer or proposal, as applicable under the particular circumstances. 12. The terms of this Bid Bond shall be governed by the laws of the State of Georgia. 14-PW6 FY14 Resurfacing Project | 15 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] QUALIFICATIONS SIGNATURE AND CERTIFICATION I certify that this offer is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign this proposal for the proposer. I further certify that the provisions of the Official Code of Georgia Annotated, including but not limited to Title 32, Chapter 4, Article 4, Part 2 and Sections 45-10-20 et seq. have not been violated and will not be violated in any respect. Authorized Signature______________________________Date_______________________ Print/Type Name_________________________________ Print/Type Company Name Here_______________________________________________ CORPORATE CERTIFICATE I, ___________________________________, certify that I am the Secretary of the Corporation named as Contractor in the foregoing bid; that _______________________________________ who signed said bid in behalf of the Contractor, was then (title)_________________________ of said Corporation; that said bid was duly signed for and in behalf of said Corporation by authority of its Board of Directors, and is within the scope of its corporate powers; that said Corporation is organized under the laws of the State of _________________________________. This _________________ day of ________________, 20______ ______________________________________(Seal) (Signature) 14-PW6 FY14 Resurfacing Project | 16 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] LIST OF SUBCONTRACTORS I do _________, do not _______, propose to subcontract some of the work on this project. I propose to Subcontract work to the following subcontractors: Company Name:___________________________________________________ 14-PW6 FY14 Resurfacing Project | 17 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] EXHIBIT “F” STATE OF GEORGIA CITY OF MILTON CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with the City of Milton has registered with and is participating in a federal work authorization program, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13-10-91. The undersigned further agrees that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to this contract with the City of Milton, contractor will secure from such subcontractor(s) similar verification of compliance with O.C.G.A. § 13-10-91 on the Subcontractor Affidavit provided in Rule 300-10-01-.08 in the form attached hereto as Exhibit “G.” Contractor further agrees to maintain records of such compliance and provide a copy of each such verification to the City of Milton at the time the subcontractor(s) is retained to perform such service. ________________________________________ EEV / Basic Pilot Program User Identification Number ________________________________________ BY: Authorized Officer or Agent Date ________________________________________ (Print Contractor Name) _________________________________________ Title of Authorized Officer or Agent of Contractor _________________________________________ Printed Name of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _____ DAY OF ______________________, 200_ ________________________________________ Notary Public My Commission Expires: ___________________ 14-PW6 FY14 Resurfacing Project | 18 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID SCHEDULE ITEM ITEM UNIT TOTAL NUMBER DESCRIPTION UNITS QUANTITY PRICE AMOUNT 150-1000 Traffic Control LS 1 402-1802 Asphalt Concrete Patching including Bituminous Material & H Lime 3 in. 19mm TN 5,000 402-1802 Asphalt Concrete Patching including Bituminous Material & H Lime 3 in. 12.5mm TN 4,500 402-3103 Recycled Asphalt Concrete 9.5 MM Superpave GP 2 Only Including Bituminous Material and H-Lime 1.5 in. TN 4,150 402-3130 Recycled Asphalt Concrete 12.5 MM Superpave GP 2 Only Including Bituminous Material and H-Lime 1.5 in. TN 5,500 413-0500 LD-7 Fog Seal SY 15,000 424-6089 Double Surface Trtmt, Stn Size 7 & 89, SY 9,000 432-5010 Mill Asphalt Conc Pvmt, Variable Depth SY 73,000 441-0104 5' Concrete Sidewalk Class A SY 1,000 441-Ramp Concrete 9031 Ramps EA 27 500-9999 Class B Concrete Utility Repair CY 100 653-0120 Thermoplastic Pavement Marking Arrow, Type 2 EA 36 653-1704 Thermoplastic Solid Traffic Stripe, 24" White LF 300 653-2501 Thermoplastic Solid Stripe, 5" White LM 4 653-4501 Skip Traf Stripe, 5" White LF 1,400 14-PW6 FY14 Resurfacing Project | 19 Total Bid Price $____________________________ Print Total Bid Price ________________________________________ Fill out "Unit Price" column, "Total Amount" column, and "Total Bid Price" Actual price to the City will be based on actual quantity multiplied by the bid “Unit Price”. Number of days to fully complete project (exclude weather related days) ________________ In compliance with the attached Specification, the undersigned offers and agrees that if this Bid is accepted, by the City Council within One Hundred and Twenty (120) days of the date of Bid opening, that he will 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. COMPANY_____________________________________________________________________ ADDRESS_____________________________________________________________________ AUTHORIZED SIGNATURE______________________________________________________ PRINT / TYPE NAME __________________________________________________________________________ TITLE _____________________________________________________ 14-PW6 FY14 Resurfacing Project | 20 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] DISCLOSURE FORM This form is for disclosure of campaign contributions and family member relations with City of Milton officials/employees. Please complete this form and return as part of your bid package when it is submitted. Name of Bidder __________________________________________________ Name and the official position of the Milton Official to whom the campaign contribution was made (Please use a separate form for each official to whom a contribution has been made in the past two (2) years.) ________________________________________________________________ List the dollar amount/value and description of each campaign contribution made over the past two (2) years by the Applicant/Opponent to the named Milton Official. Amount/Value Description ________________ ___________________________________________ ________________ ___________________________________________ ________________ ___________________________________________ Please list any family member that is currently (or has been employed within the last 9 months) by the City of Milton and your relation: ________________ ___________________________________________ _________________ ___________________________________________ 14-PW6 FY14 Resurfacing Project | 21 GENERAL CONDITIONS Unless otherwise directed, all work performed under this contract shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition), and Special Provisions modifying them, except as noted below. SECTION 101 DEFINITION AND TERMS Section 101.14 Delete as written and substitute the COMMISSIONER following: DIRECTOR OF PUBLIC WORKS, CITY OF MILTON Section 101.22 Delete as written and substitute the DEPARTMENT following: PUBLIC WORKS DEPARTMENT CITY OF MILTON Section 101.24 Delete as written and substitute the ENGINEER following: DIRECTOR OF PUBLIC WORKS, CITY OF MILTON, ACTING DIRECTLY OR THROUGH A DULY AUTHORIZED REPRESENTATIVE OF THE DIRECTOR Section 101.84 Add: DIRECTOR OF PUBLIC WORKS CITY OF MILTON SECTION 102 BIDDING REQUIREMENTS AND CONDITIONS Section 102.05 EXAMINATION OF PLANS, Add the following paragraph: SPECIFICATIONS, SPECIAL PROVISIONS, AND SITE OF THE WORK “The City will not be responsible for Bidders’ errors or misjudgment, nor for any information on local conditions or general laws and regulations.” Section 102.07 REJECTION OF Add the following subparagraphs PROPOSALS “I. The City reserves the right to reject any and all bids, to waive technicalities, and to make an award as deemed in its best interest. It is understood that all bids are made subject to this Agreement, that the City reserves the right to award the bid to 14-PW6 FY14 Resurfacing Project | 22 the lowest, responsible Bidder, and in arriving at this decision, full consideration will be given to the reputation of the Bidder, his financial responsibility, and work of this type successfully completed. “J. The City also reserves the right to reject any and all bids from any person, firm, or corporation who is in arrears in any debt or obligation to The City of Milton, Georgia.” Section 102.08 PROPOSAL Substitute the following for the first GUARANTY sentence “No bid will be considered unless it is accompanied by an acceptable bid bond an amount not less than five percent (5%) of the amount bid and made payable to City of Milton, Georgia. Such Bid Bond shall be on the forms provided by the City.” Add Section 102.15 ADDENDA AND INTERPRETATION Delete in its entirety and substitute the following: Bids shall be submitted on the Bid Form provided by the City. The bid package as described in Notice to Contractors, Page 1 must be submitted with the bid. Failure to do so could result in the omission of pertinent documents and the rejection of the apparent low bid.” Section 102.09 DELIVERY OF PROPOSALS: Add the following as 102.15: “No interpretation of the meaning of the Contract Documents will be made orally to any Bidder. Any request for such interpretation should be in writing addressed to the Purchasing Department, The City of Milton 13000 Deerfield Pkwy., Suite 107G Milton, Ga. 30004. TEL. 678/242-2500, FAX 678/242-2499.Each such interpretation shall be given in writing, separately numbered and dated, and furnished to each interested Bidder. Any request not received 14-PW6 FY14 Resurfacing Project | 23 in time to accomplish such interpretation and distribution will not be accepted. SECTION 103 AWARD OF AWARD AND EXECUTION OF CONTRACT Section 103.02 AWARD OF CONTRACT Delete in its entirety and substitute the following: “The contract, if awarded, shall be awarded to the lowest responsible bidder. The City of Milton reserves the right to exercise exclusive discretion as to the responsibility of any bidder. The contract shall be executed on the forms attached, will be subject to all requirements of the Contract Document, and shall form a binding Contract between the contracting parties.” Section 103.05 REQUIREMENTS OF Delete in its entirety and substitute the CONTRACT BONDS following: “At the time of the execution of the contract, and as a part thereof, the successful bidder shall furnish Contract Bond Below: Performance Bond in the full amount of the contract. Payment Bond in the full amount of the contract. Maintenance bond in the amount of one-third (1/3) of the contract. “ Section 103.07 FAILURE TO Delete in its entirety and substitute the EXECUTE CONTRACT following: “Failure to execute the Contract Performance, Payment or Maintenance Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days after the date of Notice of Award of the Contract, may be just cause for the annulment of the award and for the forfeiture of the proposal guaranty to the City of Milton, not as a penalty, but as liquidation of damages sustained. At the discretion of the City, the award may then be made to the next lowest bidder, may be 14-PW6 FY14 Resurfacing Project | 24 re-advertised, or may be constructed by City forces. The Contract and Contract bonds shall be executed in quadruplicate.” SECTION 107 LEGAL REGULATIONS AND RESPONSIBILITY TO THE PUBLIC Section 107.18 ACQUISITION OF Add the following paragraph: RIGHT OF WAY “The Contractor shall inspect all easements and rights-of-way to ensure that the City has obtained all land and rights-of-way necessary for completion of the Work to be performed pursuant to the Contract Documents. The Contractor shall comply with all stipulations contained in easements acquired by the Department.” Section 107.21 CONTRACTORS Add the following sentence to Paragraph A: RESPONSIBILITY FOR UTILITY PROPERTY AND SERVICE “The Contractor is responsible for the location of above and below ground Utilities and structures which may be affected by the Work.” SECTION 109 MEASUREMENT AND PAYMENT Section 109.07 PARTIAL PAYMENTS Delete the first sentence of the Second Paragraph under ‘A. General” As long as the gross value of completed work is less than 50% of the total Contract amount, or if the Contractor is not maintaining his construction schedule to the satisfaction of the Engineer, the Department shall retain 10% of the gross value of the work that has been completed as indicated by the current estimate certified by the Engineer for payment. Section 109.08 FINAL PAYMENT Delete in its entirety and substitute the following. “Final Payment: Upon completion by the Contractor of the work, including the receipt 14-PW6 FY14 Resurfacing Project | 25 of any final written submission of the Contractor and the approval thereof by the Department, the CITY will pay the Contractor a sum equal to 100 percent (100%) of the compensation set forth herein, less the total of all previous partial payments, paid or in the process of payment. The Contractor agrees that acceptance of this final payment shall be in full and final settlement of all claims arising against the CITY for work done, materials furnished, costs incurred, or otherwise arising out of this Agreement and shall release the CITY from any and all further claims of whatever nature, whether known or unknown for and on account of said Agreement, and for any and all work done, and labor and materials furnished, in connection with same.” 14-PW6 FY14 Resurfacing Project | 26 ***NOTICE TO CONTRACTORS*** EPD AIR QUALITY RULES ON OPEN BURNING REFER TO CHAPTER 391-3-1-02-05 . For additional/information, please contact: Georgia Department of Natural Resources Environmental Protection Division Air Protection Branch 4244 International Parkway, Suite 120 Atlanta, GA 30354 404/363-7000; 404/362-2534 – FAX 14-PW6 FY14 Resurfacing Project | 27 PROJECT SPECIFICATIONS PROJECT DESCRIPTION The City of Milton Public Works Department (City) requests for interested parties to submit formal sealed bids/proposals for the FY14 Resurfacing Project. The project segments locations are depicted on the attached location map and further described as follows: Resurfacing and Patching and Sidewalk Installation - Deerfield Pkwy starting at SR9 and ending at the new asphalt joint at Morris Rd o Mill 3.5”, patch 3” as directed, stripe to match with the exception of the outside white edge line this will be striped as directed, and overlay 2.0” with 12.5mm superpave. Shuttle Buggy will be necessary. o Sidewalk repair on marked locations, ADA ramp upgrade, and o Install new sidewalk starting at Webb Rd. heading north connecting to existing sidewalk at Villages at Devonshire. - Morris Rd. starting at Old Morris Rd o Install new sidewalk and ramps connecting the existing sidewalk at the intersection with the sidewalk to the Northeast. - Hopewell Rd. o Patching 2.5” with 12.5mm at marked locations and stripe to match. - Dunbrody Dr. o Install new sidewalk along the top of dam to connect the two ends of the existing sidewalk. LMIG Roads - Arklow Dr. starting at Dunbrody Dr. and ending 157’ west of Mastrow Dr. o Patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. Class B concrete for repair of any sunken utilities or broken manholes - Dunbrody Dr. starting at the asphalt joint 145’ north of Arklow Dr. and ending at the asphalt joint 50’ east on Dunbrody Ave. Class B concrete for repair of any sunken utilities or broken manholes. o Patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Dunbrody Ave. starting at Dunbrody Dr. and ending at the asphalt joint 161’ north of Arklow Dr. o Patch 3” as directed overlay 1.5” with 9.5mm superpave and stripe to match. Class B concrete for repair of any sunken utilities or broken manholes - Itaska Walk starting at Arklow Dr. and ending at the asphalt joint 165’ north of Arklow Dr. o Patch 3” as directed, and overlay 1.5” with 9.5mm superpave and stripe to match. Class B concrete for repair of any sunken utilities or broken manholes. 14-PW6 FY14 Resurfacing Project | 28 - Champions View Pkwy starting at Francis Rd. and ending Champions View Dr. o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Camleon Ct starting at Aventide Ln. and ending at the cul de sac. o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Feyston Ct. starting at Avensong Village Circle and ending at in the cul de sac. o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Avening Ct. starting at Avensong Village Circle. o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Cadence Ct. starting at Sonata Ln. and ending in the cul de sac. o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Harmony Ct. starting at Avensong Ives Way and ending in the cul de sac o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. Install ADA correct ramps at the intersection of Harmony Ct. and Avensong Ives Way - Chantress Ct. starting at Avensong Village Circle and ending in the cul de sac o Edge mill, patch 3” as directed, overlay 1.5” with 9.5mm superpave and stripe to match. - Scotlandwell Place starting at Thompson Rd and ending in the cul de sac. o 2.5” patch with 12.5mm superpave at marked locations. - Longstreet Rd starting at Hopewell Rd and ending at the Forsyth County Line o 3” inch patch with a double chip seal surface. The asphalt approach to Hopewell Rd will be milled and replaced with 12.5 mm superpave to allow ingress and egress back 75’ from the intersection. The double chip will be sealed off with a LD-7 fog seal and then the road will be striped to match. The new asphalt sections in the middle of Longstreet Rd will not receive the chip seal treatment but will receive the LD-7 fog seal application. Resurfacing of Residential Streets - Champions View Dr o Edge mill, 3”patch as directed, overlay 1.5” with 9.5mm and stripe to match - Champions Vista Ct. o Edge mill, 3”patch as directed, overlay 1.5” with 9.5mm and stripe to match. - Cedar Farms Ct o Patch as directed and overlay 1.5” with 9.5mm and stripe as directed. - Oakmeade Trace 14-PW6 FY14 Resurfacing Project | 29 o Patch as directed and overlay 1.5” with 9.5mm and stripe as directed. - Plantation Cove o Edge mill, patch as directed, and overlay with 1.5” of 9.5mm. - Lake Grove Ln o Edge mill, patch as directed, and overlay with 1.5” of 9.5mm. This project shall follow Georgia Department of Transportation Specifications. The most current GDOT Specifications and shelf Special Provisions apply to all work performed under this contract. In case of discrepancy between the unit price and the total price on the completed Bid Schedule, the unit price will prevail and the total price will be corrected. To bid on this contract, the Contractor must be listed on the current Georgia Department of Transportation Pre-Qualified Contractors list. No exceptions. SPECIAL PROVISIONS All work associated with this contract shall meet the Georgia DOT standard specifications for construction materials, methods and procedures not specifically listed in this solicitation. The following are special provisions prepared specifically for this contract and may be in conflict with parts of the standard specifications. If conflicts are evident the special provisions shall take precedence over the standard specifications. PROSECUTION AND PROGRESS The City desires to have all work completed by August 29, 2014. Please indicate on the Bid Sheet your projected response time and calendar days to complete the project. This information will be considered when awarding this contract. Construction shall begin no later than 10 calendar days following the Notice to Proceed. The Contractor will mobilize with sufficient forces such that all construction identified as part of this contract shall be substantially completed within the calendar days indicated on the Bid Schedule. Inclement weather days will not count against the available calendar days. Normal workday for this project shall be 9:00 am to 4:00 pm and the normal workweek shall be Monday through Friday. The City will consider extended workdays or workweeks upon written request by the Contractor on a case by case basis. No work will be allowed on City recognized holidays including Memorial Day and July 4th. The work will require bidder to provide all labor, administrative forces, equipment, materials and other incidental items to complete all required work. The City shall perform a Final Inspection upon completion of all work. The contractor will be allowed to participate in the Final Inspection. All repairs shall be completed by the contractor at his expense prior to issuance of Final Acceptance. 10% retainage will be held from the total amount due the contractor until Final 14-PW6 FY14 Resurfacing Project | 30 Acceptance of work is issued by the City. The contractor shall provide all materials, labor, and equipment necessary to perform the work without delay unto completion. PERMITS AND LICENSES The contractor shall procure all permits and licenses, pay all charges, taxes and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work. QC/QA TESTING OF MATERIALS The Contractor will be responsible for all quality control testing (sampling, testing, and inspections) of materials incorporated into the project. All materials and workmanship shall meet appropriate GDOT specifications. Materials quality control testing types will meet GDOT specifications at a frequency equal to or exceeding that set by those specifications. Contractor shall secure the services of a GDOT qualified geotechnical testing firm to perform all required tests. Test results shall be provided to the City promptly as the work progresses. Tests shall meet GDOT Specs for type, method, and frequency. This work shall be considered incidental to the rest of the work and no separate payment will be made. Contractor will be responsible for replacing any work performed with material from rejected sample lot at no cost to the City. DEVIATION OF QUANTITIES The quantities given are estimates only and will vary from those indicated. Payment will be made based on actual quantities of work completed and accepted. The City reserves the right to add or delete quantities at any time. Contractor will notify the City in writing if additional items are identified or quantities of contract items will exceed plan. At no time will contractor proceed with work outside the prescribed scope of services for which additional payment will be requested without the written authorization of the City. UTILITIES Contractor shall be responsible for coordinating any utility relocation necessary to the completion of the work. TEMPORARY TRAFFIC CONTROL The contractor shall, at all times, conduct his work as to assure the least possible obstruction of traffic. The safety and convenience of the general public and the residents along the roadway and the protection of persons and property shall be provided for by the contractor as specified in the State of Georgia, Department of Transportation Standard Specifications Sections 104.05, 107.09 14-PW6 FY14 Resurfacing Project | 31 and 150. Traffic whose origin and destination is within the limits of the project shall be provided ingress and egress at all times unless otherwise specified by the City. The ingress and egress includes entrances and exits VIA driveways at various properties, and access to the intersecting roads and streets. The contractor shall maintain sufficient personnel and equipment (including flaggers and traffic control signing) on the project at all times, particularly during inclement weather, to insure that ingress and egress are safely provided when and where needed. Two-way traffic shall be maintained at all times unless otherwise specified or approved by the City. In the event of an emergency situation, the Contractor shall provide access to emergency vehicles and/or emergency personnel through or around the construction area. Any pavement damaged by such an occurrence will be repaired by the Contractor at no additional cost to the City. The contractor shall furnish, install and maintain all necessary and required barricades, signs and other traffic control devices in accordance with the latest MUTCD and GDOT specifications, and take all necessary precautions for the protection of the workers and safety of the public.. All existing signs, markers and other traffic control devices removed or damaged during construction operations will be reinstalled or replaced at the contractor’s expense. At no time will contractor remove regulatory signing which may cause a hazard to the public. The Contractor shall, within 24 hours place temporary pavement markings (paint or removable tape) matching existing pavement markings on milled or patched pavements. All personnel and equipment required for maintaining temporary traffic control, public convenience and safety will not be paid for separately and shall be incidental to other pay items. PROTECTION AND RESTORATION OF PROPERTY AND LANDSCAPE The contractor shall be responsible for the preservation of all public and private property, crops, fish ponds, trees, monuments, highway signs and markers, fences, grassed and sodded areas, etc. along and adjacent to the highway, road or street, and shall use every precaution necessary to prevent damage or injury thereto, unless the removal, alteration, or destruction of such property is provided for under the contract. No stone or asphalt chunks shall be left in the right-of-way and screened topsoil shall be placed in all disturbed areas before grassing. Contractor is responsible for ensuring that all permanent grassing shall match the existing grassing. When or where any direct or indirect damage or injury is done to public or private property by or on account of any act, omission, neglect or misconduct in the execution of the work, or in consequence of the non-execution thereof by the contractor, he shall restore, at his/her own expense, such property to a condition similar or equal to that existing before such damage or injury was done, by repairing, rebuilding or otherwise restoring as may be directed, or she/he shall make good such damage or injury in an acceptable manner. The contractor shall correct all disturbed areas before retainage will be released. PAVEMENT MILLING 14-PW6 FY14 Resurfacing Project | 32 The milling equipment shall be a power driven, self-propelled machine which is specifically designed to mill and remove a specified depth of existing asphalt paving. The equipment shall be of size, shape and dimensions so as not to restrict the safe passage of traffic in areas adjacent to the work. Conveyors capable of side, rear or front loading shall be provided together with the necessary equipment to transfer the milled material from the roadway to a truck. Dust control shall be such as not to restrict visibility of passing traffic or annoy adjacent property owners. The contractor shall also mill side streets to provide an adequate tie-in. The side streets shall be milled from the edge of travel lane to the radius point of the side street or up to a maximum 15’ of the travel lane. The contractor shall also mill across the whole roadway at the beginning and ending limits of the project to provide an adequate tie-in with existing pavements. Edge milling shall match the depth of the overlay. Topping shall be tapered/feathered so as to tie into existing driveways with the best possible ride and aesthetic result. Tie-ins shall be marked on the ground and approved by the City prior to paving. Areas where no curb exists are not to be milled except to provide adequate tie-in with existing pavement. The milling operation shall provide a pavement surface that is true to line, grade and cross-section and of uniform texture. A ten foot straightedge shall be maintained in the vicinity of the milling operation at all times for the purpose of measuring surface irregularities of the milled pavement surface. The contractor shall provide the straightedge and labor for its use. All irregularities in excess of 1/8" in 10' shall be remilled at no additional cost. The finished cross slope shall be uniform to a degree that no depressions or misalignment of slope greater than 1/4" in 12' are present when tested with a straightedge placed perpendicular to the centerline. The finished pavement surface will be subject to visual and straightedge inspection. The Contractor shall be responsible to repair any damage to existing curbs, aprons, and driveways caused by the Contractor’s operations at no additional cost to the City. All material generated as a result of the milling operation shall become the property of the contractor. The milled material shall be stockpiled, recycled and utilized by the bidder as a means to offset the unit cost of patching. After milling is completed all loose and flaking masses of asphalt shall be removed. The contractor and City shall measure all work and determine the total pavement area in square yards, to establish the basis of payment for the milling work. BITUMINOUS TACK COAT This work shall consist of the placement of bituminous tack on all areas. The cost of bituminous 14-PW6 FY14 Resurfacing Project | 33 tack shall be included in the cost of asphalt. Bituminous tack is not measured as a separate pay item. NTSS-1HM trackless tack or equivalent shall be used . All surfaces shall be cleaned completely and thoroughly before any tack is applied. Tack shall not be applied when the pavement is wet. Bituminous tack coat shall be applied between .05 to 0.1 gallons per square yard. PAVEMENT MIX DESIGN The plant mix materials from which the asphaltic pavement is manufactured and the plant at which it is manufactured shall meet the requirements of the State of Georgia Department of Transportation (GDOT), Standard specifications, Articles 820; 802; 883; 831; 828; and 882. Load tickets that meet Georgia Department of Transportation Specifications must accompany all delivered materials. The Contractor must supply copies of all asphalt tickets to the City on a daily basis. The most current version of the GDOT Specifications and Special Provisions apply, including but not limited to sections 400 (including off-system Special Provision). The Double surface treatment will follow the 424 section with the emulsion being CRS2H under article 828. Please refer to the GDOT website for the most current versions of the Specifications and Special Provisions. THERMOPLASTIC PAVEMENT MARKINGS This work shall consist of placement of Thermoplastic Pavement Markings. Final (thermoplastic) pavement markings shall be placed at least 30 calendar days but no more than 60 calendar days after placement of final asphalt lift. These final pavement markings shall match the original pavement markings including center lines, lane lines, turn arrows, crosswalks, stop bars, etc. unless specifically directed otherwise by the City. On all FDR roads the lane width will not exceed 10’6” center to center allowing for the maximum safety shoulder width. Final pedestrian crosswalk markings shall adhere to the latest standards. Pavement marking materials shall meet GDOT standard specifications and be on the qualified products list The Contractor shall install temporary paint pavement markings on the reclaimed base course prior to re-opening the roadway until topping is installed. Temporary paint shall also be used on the completed topping course while awaiting the thermoplastic striping. This work will be considered incidental and should be included in the lump sum bid for Traffic Control. CONCRETE SIDEWALKS AND ADA RAMPS This work shall consist of the installation of new 5’ sidewalk and ADA compliant ramps. The contractor will install the new sidewalk in accordance with GDOT Standard Specifications Sections, Article 441. Ramps will be constructed in accordance to GDOT detail A3 that replaces GA Standard 9031W and must meet Federal ADA standards with regard to slope and grade and shall be constructed using 3000 psi concrete (class A). The contractor shall inspect the locations specified in the bid to determine the extent of work necessary to construct or upgrade each ramp. The contractor is to select the ramp type to be used based on the site conditions and 14-PW6 FY14 Resurfacing Project | 34 configuration of existing sidewalk present unless specifically indicated. In some circumstances the contractor can install detectable warning panels if existing ramps are constructed to at the proper grade and slope. Expansion joints shall be placed at an interval of 40 feet on center throughout the sidewalk length and at all interfaces with existing sidewalk or structures. The surface of the sidewalk and subgrade shall not exceed a cross slope of 2%. This slope shall be directed to the street unless otherwise directed by the city. The forms shall be made of steel or wood to insure the accurate maintenance of lines and grades. Flexible strips may be used where necessary on curves. After forms are completely set in place the contractor shall have the forms inspected by the city prior to pouring concrete. All new concrete sidewalks shall be a minimum of 4 inches thick and shall meet the GDOT specifications for Portland Cement Concrete. The subgrade shall be thoroughly moistened and the concrete shall be deposited to the proper depth. The concrete along the edges of the forms shall be well spaded against the forms and the concrete shall be struck off until all voids are removed and the surface has the required grade and cross section. The surface shall be struck off with a straight edge, floated and troweled just enough to produce a smooth dense surface, free from irregularities. Brushing crosswise with a fine hare brush or broom is required to produce a non-slip surface. All joints and edges shall be rounded to a radius of one-quarter (1/4) inch with an approved finishing tool. The city reserves the right to reject any sidewalk segments not finished in accordance with these standards or finished in a professional and workmanlike manner. All sidewalk sections that are rejected by the city shall be removed and replaced by the contractor at no additional charge. The contractor is responsible for protecting the sidewalk from the elements, travel and vandalism. After the concrete has set sufficiently, but not more than 3 days, the forms shall be removed and the spaces shall be backfilled with topsoil. The area between the sidewalk and the curb shall be graded to slope toward the curb and allow drainage to flow toward the curb after sod installation. The removal and disposal of existing curb and other concrete to construct or upgrade each ramp and construct sidewalk along with any clearing, grubbing, tree and shrub trimming or removal that impacts construction shall be considered incidental. CLEANUP All restoration and clean-up work shall be performed daily. Operations shall be suspended if the contractor fails to accomplish restoration and clean-up within an acceptable period of time. Asphalt and other debris shall be removed from gutters, sidewalks, yards, driveways, etc. Failure to perform clean-up activities may result in suspension of the work. 14-PW6 FY14 Resurfacing Project | 35 SCHEDULE OF EVENTS FOR REFERENCE ONLY - DO NOT SUBMIT WITH BID RESPONSE Event: Date: Release of ITB April 7, 2014 Deadline for Written Questions April 15, 2014 @ 5:00 PM *Submit via E-Mail (preferred) or Fax to Rick Pearce of Purchasing Office City of Milton Addendum (on or about) April 17, 2014 (Official answers to questions and potential changes to ITB. Addendum will be posted at the same web locations as the ITB) Bids due April 24, 2014 @ 2:00PM Bids are due to: City of Milton Attn: Rick Pearce, Purchasing Office 13000 Deerfield Pkwy Suite-107G Milton, Ga. 30004 Contract Award (On/about) May 19, 2014 Notice to Proceed Issued (On/about) May 20, 2014 Reference Only Subject to change SAMPLE CONSTRUCTION AGREEMENT This Construction Agreement (the “Agreement”) is made and entered into this ____ day of _____________, 20____, by and between the City of Milton, a political subdivision of the State of Georgia, acting by and through its governing authority, the City of Milton Mayor and Council (hereinafter referred to as the “City”), and XXXXXX, a _________________ with its principal place of business located at XXXXXXX (hereinafter referred to as the “Contractor”) (collectively referred to herein as the “Parties”). W I T N E S S E T H: WHEREAS, the City issued a Invitation to Bid, dated XXXXXXXXXXXX, for services generally described as XXXXXXX; and WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to perform the Work contemplated under this Agreement; and WHEREAS, Contractor has represented that it is qualified by training and experience to perform the Work; and WHEREAS, based upon Contractor’s bid in response to the Invitation to Bid for XXXXXXXXXXXXX, the City has selected Contractor as the successful proposer; and WHEREAS, Contractor has agreed to perform such Work as set forth in this Agreement, according to the terms and conditions provided in this Agreement; and WHEREAS, Contractor has familiarized itself with the nature and extent of the Contract Documents, the Project, and the Work, with all local conditions and federal, state and local laws, ordinances, rules and regulations in any manner that may affect cost, progress or performance of the Work, and Contractor is aware that it must be licensed to do business in the State of Georgia. NOW THEREFORE, the City and Contractor, in consideration of the mutual promises, public purposes, and the acknowledgements and agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: Section 1. Contract Documents The following documents, attached hereto (except as expressly noted otherwise below) are incorporated herein by reference and constitute the Contract Documents: L. This Agreement; M. Invitation to Bid (and other bid related documents) attached hereto as Exhibit “A” (including the Project Specifications); N. Bid Documents from Contractor dated ________________ attached hereto as Exhibit “B”; O. Performance Bond, Payment Bond and Maintenance Bond, attached hereto collectively as Exhibit “C”; P. Non-collusion Affidavit of Prime Proposer, attached hereto as Exhibit “D”; Q. Final Affidavit, attached hereto as Exhibit “E”; R. Alien Employment affidavits attached hereto as Exhibits “F” and “G”; H. SAVE affidavit attached hereto as Exhibit “H”; J. Key Personnel, attached hereto as Exhibit “J”; K. The following which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Written Amendments and other documents amending, modifying, or supplementing the Contract Documents if properly adopted in writing and executed by the Parties. Section 2. Project Description The Project is defined generally as follows:. Section 3. The Work The Work is specified and indicated in the Contract Documents (the “Work”). The Work previously described includes all material, labor, insurance, tools, equipment, and any other miscellaneous items necessary to complete the Work as described. Contractor shall complete the Work in strict accordance with the Contract Documents (including, but not limited to, the Project Specifications attached hereto and incorporated herein by reference). In the event of any discrepancy among the terms of the various Contract Documents, the provision most beneficial to the City, as determined by the City in its sole discretion, shall govern. The City will issue a Notice to Proceed, which Notice to Proceed shall state the dates for beginning Work and for achieving Final Completion of Work. Work shall commence within ten (10) days of the City’s issuance of the Notice to Proceed. Section 4. Contract Time Contractor warrants and represents that it will perform the Work in a prompt and timely manner, which shall not impose delays on the progress of the Work. Contractor agrees to complete the Project within XXXX days from the date of the City’s issuance of a written Notice To Proceed. Section 5. Contractor’s Compensation; Time and Method of Payment The total amount paid under this Agreement shall not, in any case, exceed ____________, except as outlined in Section 6 below. The compensation for Work performed shall be based upon the amount of debris removed pursuant to the Bid Submittal Form, attached hereto as part of Exhibit B and incorporated herein by reference. This amount shall include all use, lease, or other taxes, and all expenses for personnel and equipment (including fuel) that Contractor will incur to provide the Work. Unless otherwise agreed in writing signed by both Parties, the compensation payable by the City to Contractor is limited to the unit price amount set forth in the Bid Submittal Form, and City will not pay any other sum attributable to taxes, costs or expenses that Contractor may incur in providing the Work. City agrees to pay the Contractor for the debris removed upon certification by the City that the Work was actually performed and costs actually incurred in accordance with the Agreement. Compensation for Work performed shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Work performed. Invoices shall be submitted on a monthly basis, and such invoices shall reflect charges incurred versus charges budgeted. Each invoice shall be accompanied by an Interim Waiver and Release upon Payment (or a Waiver and Release upon Final Payment in the case of the invoice for final payment) procured by the Contractor from all subcontractors in accordance with O.C.G.A. § 44-14-366. For reasonable cause and/or when satisfactory progress has not been achieved by the Contractor during any period for which payment is to be made, the City may retain a percentage of said payment, not to exceed ten percent (10%) of the maximum Contract Price to ensure performance of the Agreement. Said cause and progress shall be determined by the City, in its sole discretion, based on its assessment of any past performance of the Contractor and likelihood that such performance will continue. Upon completion of all contract requirements, retained amounts shall be paid promptly less any offsets or deductions authorized hereunder or by law. Any material deviations in tests or inspections performed, times or locations required to complete such tests or inspections and like deviations from the Work described in this Agreement shall be clearly communicated to the City before charges are incurred and shall be handled through change orders or construction change directives as described in Section 6 below. The City shall pay the Contractor within thirty (30) days after approval of the invoice by the City. No payments will be made for unauthorized work. Payment will be sent to the designated address by U.S. Mail only; payment will not be hand-delivered, though the Contractor may arrange to pick up payments directly from the City or may make written requests for the City to deliver payments to the Contractor by Federal Express delivery at the Contractor’s expense. The City may withhold payment or final payment for reasons including, but not limited to, the following: unsatisfactory job performance or progress, defective work, disputed work, failure to comply with material provisions of the Agreement, third party claims filed or reasonable evidence that a claim will be filed or other reasonable cause. Section 6. Work Changes A. “Change order” means a written modification of the Contract Documents, signed by the City and the Contractor. B. The City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written change orders and executed by the Contractor and City. Such change orders or construction change directives shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed Work within a reasonable time to avoid delay or other unfavorable impacts as determined by the City in its sole discretion, the City shall have the right to determine reasonable terms, and the Contractor shall proceed with the changed Work. C. Any Work added to the scope of this Agreement by a change order or construction change directive shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written change order or construction change directive duly executed on behalf of the City and the Contractor. D. The City Manager has authority without further action of the Mayor or Council to execute any number of change orders or construction change directives so long as their total effect does not materially alter the terms of this Agreement or materially increase the total amount to be paid under this Agreement. Any such change orders or construction change directives materially altering the terms of this Agreement or increasing the total amount to be paid under this Agreement in excess of $50,000.00, must be approved by the City of Milton Mayor and Council. Section 7. Covenants of Contractor. C. Ethics Code Contractor agrees that it shall not engage in any activity or conduct that would be in violation of the City of Milton Code of Ethics or any other similar law or regulation. D. Time is of the Essence Contractor specifically acknowledges that TIME IS OF THE ESSENCE for completion of the Project. C. Expertise of Contractor Contractor accepts the relationship of trust and confidence established between it and the City, recognizing that the City’s intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the services in pursuit of the timely and competent completion of the Work undertaken by Contractor under this Agreement. The Contractor agrees to use its best efforts, skill, judgment, and abilities to perform its obligations and to further the interests of the City and the Project in accordance with the City’s requirements and procedures. Contractor represents that it has familiarized itself with the nature and extent of the Contract Documents, the Work, work site(s), locality, and all local conditions, laws and regulations that in any manner may affect cost, progress, performance, or furnishing of the Work. Contractor further represents and agrees that it has correlated the results of such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. Contractor represents that it has given the City written notice of all conflicts, errors, or discrepancies that the Contractor has discovered in the Contract Documents, and the written resolution thereof by the City is acceptable to the Contractor. Contractor agrees that it will perform its services in accordance with the usual and customary standards of the Contractor’s profession or business and in compliance with all applicable federal, state, and local laws, regulations, codes, ordinances, or orders applicable to the Project. Further, the Contractor agrees to bear the full cost of correcting the Contractor’s negligent or improper Work, the negligent or improper work of its contractors and subcontractors, and any harm caused by such negligent Work. The Contractor’s duties shall not be diminished by any approval by the City of Work completed or produced; nor shall the Contractor be released from any liability by any approval by the City of Work completed or produced, it being understood that the City is ultimately relying upon the Contractor’s skill and knowledge in performing the Work required under the Contract Documents. In the event that during the course of performing the Work, the Contractor discovers or reasonably should discover that there exists in any of the Contract Documents that is, in the Contractor’s opinion, unsuitable, improper, or inaccurate for the purpose for which the document or data is furnished, Contractor shall promptly inform the City of such inaccuracies, impropriety, issues or concerns. D. Budgetary Limitations Contractor agrees and acknowledges that budgetary limitations are not a justification for breach of sound principals of Contractor’s profession and industry. Contractor shall take no calculated risk in the performance of the Work. Specifically, Contractor agrees that, in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principals of Contractor’s profession and industry, Contractor will give written notice immediately to the City. E. City’s Reliance on the Work The Contractor acknowledges and agrees that the City does not undertake to approve or pass upon matters of expertise of the Contractor and that therefore, the City bears no responsibility for Contractor’s services performed under this Agreement. The Contractor acknowledges and agrees that the acceptance of Work by the City is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. The City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Contractor’s performance. Contractor further agrees that no approval of designs, plans, specifications, or Work by any person, body or agency shall relieve Contractor of the responsibility for adequacy, fitness, suitability, and correctness of Contractor’s Work under professional and industry standards or for performing services under this Agreement in accordance with sound and accepted professional and industry principals. F. Contractor’s Reliance on Submissions by the City Contractor must have timely information and input from the City in order to perform the Work required under this Agreement. Contractor is entitled to rely upon information provided by the City, but Contractor shall be required to provide immediate written notice to the City if Contractor knows or reasonably should know that any information provided by the City is erroneous, inconsistent, or otherwise problematic. G. Contractor’s Representative ____________shall be authorized to act on Contractor’s behalf with respect to the Work as Contractor’s designated representative. H. Assignment of Agreement The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Agreement, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them, and the City shall have no obligation to them. I. Responsibility of Contractor and Indemnification of City The Contractor covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement. The Contractor shall bear all losses and damages directly or indirectly resulting to it and/or the City on account of the performance or character of the Work rendered pursuant to this Agreement. Contractor shall defend, indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees, servants, volunteers and agents (hereinafter referred to as “City Parties”) from and against any and all claims, injuries, suits, actions, judgments, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to, attorney’s fees and costs of defense (hereinafter collectively “Liabilities”), which may be the result of willful, negligent or tortious conduct arising out of the Work, performance of contracted services, or operations by the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, regardless of whether or not the negligent act is caused in part by a party indemnified hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of the City or City Parties. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against the City or City Parties, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify, defend, and hold harmless the City and City Parties shall survive termination of this Agreement, provided that the claims are based upon or arise out of actions that occurred during the performance of this Agreement. J. Independent Contractor Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Work is performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Work; hiring of subcontractors, agents or employees to complete the Work; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. Any provisions of this Agreement that may appear to give the City the right to direct Contractor as to the details of the services to be performed by Contractor or to exercise a measure of control over such services will be deemed to mean that Contractor shall follow the directions of the City with regard to the results of such services only. Inasmuch as the City and the Contractor are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto. The Contractor agrees not to represent itself as the City’s agent for any purpose to any party or to allow any employee of the Contractor to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Contractor shall assume full liability for any contracts or agreements the Contractor enters into on behalf of the City without the express knowledge and prior written consent of the City. K. Insurance (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City Attorney as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with limits no less than: (a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, including coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, vandalism, property loss and theft. (b) Comprehensive Automobile Liability (owned, non-owned, hired) of $1,000,000 (one million dollars) combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 (one million dollars) per accident. (3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City and City Parties are to be covered as insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City or City Parties. (ii) The Contractor’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City or City Parties. Any insurance or self-insurance maintained by the City or City Parties shall be in excess of the Contractor’s insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City or City Parties. (iv) Coverage shall state that the Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City for General Liability coverage only. (b) Workers' Compensation Coverage: The insurer providing Workers’ Compensation Coverage will agree to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (5) Acceptability of Insurers: Insurance is to be placed with insurers authorized to do business in the State of Georgia and with an A.M. Bests' rating of no less than A:VI. (6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of Work. The certificate of insurance and endorsements shall be on a form utilized by Contractor’s insurer in its normal course of business and shall be received and approved by the City within ten (10) days of the Notice of Award. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the Parties as additional insureds. (8) Claims-Made Policies: Contractor shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement, except the City need not be named as an additional insured and loss payee on any Workers’ Compensation policy. L. Bonds The Contractor shall provide Performance and Payment bonds on the forms attached hereto as Exhibit “C” and with a surety licensed to do business in Georgia. Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. M. Employment of Unauthorized Aliens Prohibited (1) E-Verify Affidavit It is the policy of City that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services within the State of Georgia unless the Contractor shall provide evidence on City-provided forms, attached hereto as Exhibits “F” and “G” (affidavits regarding compliance with the E-Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Contractor’s subcontractors have within the previous twelve (12) month period conducted a verification, under the federal Employment Eligibility Verification (“EEV” or “E-Verify”) program, of the social security numbers, or other identifying information now or hereafter accepted by the E-Verify program, of all employees who will perform work on the City contract to ensure that no unauthorized aliens will be employed. The Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit “F”, and submitted such affidavit to City. In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit “G”, and such subcontractor affidavit shall become part of the contractor/subcontractor agreement. Further, Contractor agrees to provide completed copies of Exhibit “G” to the City within five (5) business days of receipt from any subcontractor. The City Manager or his/her designee shall be authorized to conduct an inspection of the Contractor’s and Contractor’s subcontractors’ verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor’s subcontractors shall retain all documents and records of their respective verification process for a period of three (3) years following completion of the Agreement. The City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor’s subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor’s subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor’s subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. The Contractor’s failure to cooperate with the investigation may be sanctioned by termination of the Agreement, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. ontractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. Contractor’s compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 shall be attested by the execution of the contractor’s affidavit, attached hereto as Exhibit “F” and incorporated herein by this reference. Contractor agrees that the employee number category designated below is applicable to the Contractor. __________ 500 or more employees __________ 100 or more employees __________ Fewer than 100 employees. Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement, the Contractor will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. (2) SAVE Affidavit and Secure Verifiable Document Pursuant to O.C.G.A. § 50-36-1, the City must obtain a SAVE Affidavit and a secure and verifiable document evidencing the Contractor’s legal status in the Country each time that Contractor obtains a public benefit, including any contract, from the City. Contractor hereby verifies that it has, prior to executing this Agreement, executed a SAVE Affidavit (to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), a form of which is attached hereto as Exhibit “H”, and submitted such affidavit to the City in person, electronically, or by mail. Further, Contractor verifies that it has, prior to executing this Agreement, submitted a secure and verifiable document, evidencing the Contractor’s legal status, to the City either in person or electronically (in compliance with the Uniform Electronic Transactions Act). Contractor verifies that it is in compliance with the Residency Status of an Applicant for Public Benefit, as required by the Georgia Security and Immigration Compliance Act (O.C.G.A. § 50-36-1). N. Records, Reports and Audits (1) Records: (a) Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Agreement. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Agreement. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later. (b) All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. (2) Reports and Information: Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Agreement in the form requested by the City. (3) Audits and Inspections: At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Agreement. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Agreement. O. Conflicts of Interest Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the City of Milton Code of Ethics or any other similar law or regulation. P. Confidentiality Contractor acknowledges that it may receive confidential information of the City and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, consultants, and/or staff to likewise protect such confidential information. The Contractor agrees that confidential information it receives or such reports, information, opinions or conclusions that Contractor creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether specifically deemed confidential or not. Contractor acknowledges that the City’s disclosure of documentation is governed by Georgia’s Open Record’s Act, and Contractor further acknowledges that if Contractor submits records containing trade secret information, and if Contractor wishes to keep such records confidential, Contractor must submit and attach to such records an affidavit affirmatively declaring that specific information in the records constitutes trade secrets pursuant to Article 27 of Chapter 1 of Title 10, and the Parties shall follow the requirements of O.C.G.A. § 50-18-72(a)(34) related thereto. Q. Licenses, Certifications and Permits The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, City, local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Work contracted for under this Agreement. Further, before commencing Work, Contractor, at its own expense, will obtain all licenses, permits or other governmental authorizations needed to perform the Project (“Licenses”), including but not limited to any permits required by the EPA or the Georgia Environmental Protection Division, if any, and shall furnish copies of such permits to the City within ten (10) days of issuance. Contractor further agrees to maintain such Licenses and comply with the terms of all such Licenses throughout the term of this Agreement. All Work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals. R. Hazardous Waste Contractor is obligated to handle all household hazardous waste and asbestos containing materials in accordance with applicable federal, state and local regulations, properly document those operations, and transport such hazardous waste to an appropriate landfill or disposal site. Contractor is further responsible for all tipping fees and all other related costs associated with such disposal of hazardous waste. All other hazardous waste material shall be reported to the City for coordination with U.S. Environmental Protection Agency or the Georgia Environmental Protection Division of the Georgia Department of Natural Resources. S. Key Personnel ll of the individuals identified in Exhibit “J” are necessary for the successful prosecution of the Work due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team, as listed in Exhibit “J”, without written approval of the City. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the Work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Agreement and shall be grounds for termination. Contractor shall not subcontract with any third party for the performance of any portion of the Work without the prior written consent of the City. Contractor shall be solely responsible for any such subcontractors in terms of performance and compensation. T. Authority to Contract The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Agreement, if applicable. U. Ownership of Work All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the services to be performed by the Contractor (“Materials”) shall be the property of the City, and the City shall be entitled to full access and copies of all such Materials. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the Work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all Materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment. V. Meetings The Contractor is required to meet with the City’s personnel, or designated representatives, to resolve technical or contractual problems that may occur during the term of the Agreement, at no additional cost to the City. Meetings will occur as problems arise and will be coordinated by the City. The Contractor will be given a minimum of three full working days notice of meeting date, time, and location. Face-to-face meetings are desired. However, at the Contractor’s option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or to make a good faith effort to resolve problems, may result in termination of the Agreement. Section 8. Covenants of the City B. Right of Entry The City shall provide for right of entry for Contractor in order for Contractor to complete the Work. B. City’s Representative XXXXXX shall be authorized to act on the City’s behalf with respect to the Work as the City’s designated representative; provided any changes to the Work or the terms of this Agreement must be approved as provided in Section 6 above. Section 9. [Intentionally Omitted] Section 10. Termination A. Termination for Convenience: i. The City may terminate this Agreement for convenience at any time upon providing written notice to Contractor. ii. In the event of a termination for convenience, Contractor shall take immediate steps to terminate Work as quickly and effectively as possible and shall terminate all commitments to third-parties unless otherwise instructed by the City. iii. Provided that no damages are due to the City for Contractor’s failure to perform in accordance with this Agreement, the City shall pay Contractor, in accordance with Section 5 herein, for all debris that is loaded and disposed and for other Work that is performed by 6:00 PM on the day following Contractor’s receipt of City’s notice of termination. The City shall have no further liability to Contractor for such termination. Further, and at its sole discretion, the City may pay Contractor for additional value received as a result of Contractor’s efforts, but in no case shall the City’s total payment for the Work exceed the maximum Contract Price agreed to herein. B. Termination for Cause. i. The City may terminate this Agreement for cause if Contractor breaches any material provision of this Agreement. The City shall give Contractor seven (7) days written notice of its intent to terminate the Agreement and the reasons therefore, and, if Contractor, or its Surety, fails to cure the default within that period, the termination shall take place without further notice. ii. The City shall then make alternative arrangements for completion of the Project. The City will make no payment to the Contractor or its Surety until all costs of completing the Project are paid. If the per unit price charged by the replacement contractor exceeds the per unit price charged by the Contractor, as provided in this Agreement,, the Contractor or its Surety will pay the difference to the City to finish the Project. C. If the City terminates this Agreement for cause, and it is later determined that the City did not have grounds to do so, the termination will be treated as a termination for convenience under the terms of Section 10(A) above. D. Upon termination, the Contractor shall: (1) promptly discontinue all services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Agreement, whether completed or in process, in the form specified by the City. E. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Agreement or at law or in equity. Section 11. No Personal Liability Nothing herein shall be construed as creating any individual or personal liability on the part of any City Party. No City Party shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Agreement. Likewise, Contractor’s performance of services under this Agreement shall not subject Contractor’s individual employees, officers or directors to any personal liability. The Parties agree that their sole and exclusive remedy, claim, demand or suit shall be directed and/or asserted only against Contractor or the City, respectively, and not against any employee, officer, director, or elected or appointed official. Section 12. Miscellaneous A. Complete Agreement. This Agreement constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Agreement not contained in this Agreement shall be valid or binding. This Agreement may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization. B. Successors and Assigns. Subject to the provision of this Agreement regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties, provided that no party may assign this Agreement without prior written approval of the other party. C. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provision of this Agreement, the rules, regulations, statutes and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Fulton County, Georgia. D. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. E. Invalidity of Provisions. Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall continue in full force and effect as if this Agreement had been executed with the invalid portion hereof eliminated, it being the intention of the Parties that they would have executed the remaining portion of this Agreement without including any such part, parts or portions which may for any reason be hereafter declared invalid. F. Notice. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Parties at the addresses given below, or at a substitute address previously furnished to the other Parties by written notice in accordance herewith: NOTICE TO CITY shall be sent to: City of Milton 13000 Deerfield Parkway Suite 107 City Manager Milton, GA 30004 NOTICE TO CONTRACTOR shall be sent to: ________________________________________ G. Sovereign Immunity. Nothing contained in this Agreement shall be construed to be a waiver of the City’s sovereign immunity or any individual’s qualified good faith or official immunities. H. Force Majeure. Neither the City nor Contractor shall be liable for their respective non-negligent or non-willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of their respective duties or obligations under this Agreement or for any delay in such performance due to: (i) any cause beyond their respective reasonable control; (ii) any act of God; (iii) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (iv) earthquake, fire, explosion or flood; (v) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of Contractor; (vi) delay or failure to act by any governmental or military authority; or (vii) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts. Any additional reasonable costs incurred by Contractor as a result of such extension may be added to the Contract Price subject to the terms of Section 6 and approval of a Change Order relating to same. All other obligations shall remain intact. I. Headings. The caption or headnote on articles or sections of this Agreement are intended for convenience and ease of reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Agreement nor in any way affect this Agreement. J. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Contractor agrees that, during performance of this Contract, Contractor, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Contractor agrees to comply with all applicable implementing regulations and shall include the provisions of this Section 12(J) in every subcontract for services contemplated under this Agreement. K. Waiver. No failure by the City to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Contractor with this Agreement, and no custom or practice of the City at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect the City’s right to demand exact and strict compliance by the Contractor with the terms and conditions of this Agreement. L. No Third Party Rights. This Agreement shall be exclusively for the benefit of the Parties and shall not provide any third parties with any remedy, claim, liability, reimbursement, cause of action or other right. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed under seal as of the date first above written. CONTRACTOR: ______________________________ By: ____________________________________ (signature) ____________________________________ (print) Attest: ____________________________________ XXXXXXXX [AFFIX CORPORATE SEAL] SIGNED, SEALED, AND DELIVERED in the presence of: _____________________________ Witness _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: ____________________________ Approved as to form: _______________________________ City Attorney CITY OF MILTON ____________________________________ [CITYSEAL] SIGNED, SEALED, AND DELIVERED in the presence of: _____________________________ Witness _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: ________________________ EXHIBIT “A” [Insert Invitation to Bid] EXHIBIT “B” [Insert Bid Documents] EXHIBIT “C” PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS THAT _____________________________ (as CONTRACTOR, hereinafter referred to as the “Principal”), and ____________________ (as SURETY COMPANY, hereinafter referred to as the “CONTRACTOR’S SURETY”), are held and firmly bound unto the City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of any “Claimant,” as hereinafter defined, in the sum of Dollars ($ ), lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City, dated the of , 20 which is incorporated herein by reference in its entirety (hereinafter referred to as the “CONTRACT”), for the construction of a project known as __________________________ (hereinafter referred to as “the PROJECT”). NOW THEREFORE, the conditions of this obligation are as follows: 1. That if the Principal shall fully and completely perform each and all of the terms, provisions and requirements of the Contract, including and during the period of any warranties or guarantees required thereunder, and all modifications, amendments, changes, deletions, additions, and alterations thereto that may hereafter be made, and if the Principal and the Contractor’s Surety shall indemnify and hold harmless the City from any and all losses, liability and damages, claims, judgments, liens, costs and fees of every description, including but not limited to, any damages for delay, which the City may incur, sustain or suffer by reason of the failure or default on the part of the Principal in the performance of any and all of the terms, provisions and requirements of the Contract, including all modifications, amendments, changes, deletions, additions, and alterations thereto and any warranties or guarantees required thereunder, then this obligation shall be void; otherwise to remain in full force and effect; 2. In the event of a failure of performance of the Contract by the Principal, which shall include, but not be limited to, any breach of default of the Contract: a. The Contractor’s Surety shall commence performance of its obligations and undertakings under this Bond no later than thirty (30) days after written notice from the City to the Contractor’s Surety; and b. The means, method or procedure by which the Contractor’s Surety undertakes to perform its obligations under this Bond shall be subject to the advance written approval of the City. The Contractor’s Surety hereby waives notice of any and all modifications, omissions, additions, changes and advance payments or deferred payments in or about the Contract, and agrees that the obligations undertaken by this Bond shall not be impaired in any manner by reason of any such modifications, omissions, additions, changes, and advance payments or deferred payments. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers or attorneys-in-fact, this day of , 20 . CONTRACTOR (“Principal”) ________________________________________ By:_____________________________________(signature) _____________________________________ (print) Title: __________________________________ Attest:_____________________(signature) [AFFIX CORPORATE SEAL] _____________________ (print) Title: _____________________ Date:______________________ [SIGNATURES CONTINUE ON FOLLOWING PAGE] CONTRACTOR’S SURETY: ___________________________________ By:_____ __________________________ (signature) ______________________________ (print) Title: _____________________________ (SEAL) Attest: _____________________ (signature) _____________________ (print) Title: ________________ Date:_________________ (ATTACH SURETY’S POWER OF ATTORNEY) PAYMENT BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT ________________________ (as CONTRACTOR, hereinafter referred to as the “Principal”), and (as SURETY COMPANY, hereinafter referred to as the “CONTRACTOR’S SURETY”), are held and firmly bound unto the City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of any “Claimant,” as hereinafter defined, in the sum of Dollars ($ ), lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City, dated , which is incorporated herein by reference in its entirety (hereinafter referred to as the “CONTRACT”), for the construction of a project known as ____________________________, (hereinafter referred to as “the PROJECT”). NOW THEREFORE, the condition of this obligation is such that if the Principal shall promptly make payment to any Claimant, as hereinafter defined, for all labor, services and materials used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise to remain in full force and effect. A “Claimant” shall be defined herein as any Subcontractor, person, Party, partnership, corporation or other entity furnishing labor, services or materials used or reasonably required for use in the performance of the Contract, without regard to whether such labor, services or materials were sold, leased or rented, and without regard to whether such Claimant is or is not in privity of the Contract with the Principal or any Subcontractor performing Work on the Project. In the event of any claim made by the Claimant against the City, or the filing of a Lien against the property of the City affected by the Contract, the Contractor’s Surety shall either settle or resolve the Claim and shall remove any such Lien by bond or otherwise as provided in the Contract. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers on this day of , 20 . CONTRACTOR: ___________________________________ By:_________________________________ (signature) _________________________________ (printed) Title: ______________________________ (SEAL) Attest: ______________________ (signature) ______________________ (printed) Title: _________________ Date:__________________ CONTRACTOR SURETY: ___________________________________ By:_________________________________ (signature) _________________________________ (printed) Title: _______________________________ (SEAL) Attest: _____________________ (signature) _____________________ (printed) Title: _________________ Date:_________________ (ATTACH SURETY’S POWER OF ATTORNEY) EXHIBIT “D” NONCOLLUSION AFFIDAVIT OF PRIME PROPOSER STATE OF GEORGIA City of Milton ________________________________________, being first duly sworn, deposes and says that: (1) He is ___________________________(Owner, Partner, Officer, Representative, or Agent) of XXXXXXXXXX (the “Proposer”) that has submitted the attached Bid; (2) He is fully informed respecting their preparation and contents of the attached Bid and of all pertinent circumstances respecting such Bid; (3) Such Bid is genuine and is not a collusive of sham Bid; (4) Neither the said Proposer nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, including this affidavit, has in any way colluded, conspired, connived, or agreed, directly or indirectly, with any other Proposer, firm or person to submit a collusive or sham Bid in connection with the Contract for which the attached Bid has been submitted to or refrain from proposing in connection with such Contract, or has in any collusion or communication or conference with any other Proposer, firm or person to fix the price or prices in the attached Bid or of any other Proposer, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City or any person interested in the proposed Contract; and, (5) The price or prices quoted in the attached Bid are fair an proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Proposer or any of its agents, representatives, owners, employees, or parties in interest, including this affidavit. (6) Proposer has not directly or indirectly violated O.C.G.A. § 36-91-21(d). ____________________________ Signature of Authorized Officer or Agent ____________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN TO BEFORE ME THIS ________ DAY OF _____________, 20___ ___________________________ Notary Public ________________________ (SEAL) My Commission Expires _______________ Date EXHIBIT “E” FINAL AFFIDAVIT TO CITY OF MILTON, GEORGIA I, _______________________________, hereby certify that all suppliers of materials, equipment and service, subcontractors, mechanics, and laborers employed by XXXXXXX. or any of its subcontractors in connection with the construction of the XXXXXXXXX for the City have been paid and satisfied in full as of ______________, 20_____, and that there are no outstanding obligations or claims of any kind for the payment of which the City on the above named project might be liable, or subject to, in any lawful proceeding at law or in equity. ______________________________ Signature ______________________________ Title Personally appeared before me this ____ day of ________, 20____._______________________, who under oath deposes and says that he is ______________________________ of the firm of XXXXXXXXX. that he has read the above statement and that to the best of his knowledge and belief same is an exact true statement. ______________________________ Notary Public [NOTARY SEAL] My Commission Expires ______________________________ EXHIBIT “F” STATE OF GEORGIA CITY OF MILTON CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period, and the undersigned contractor will contract for the physical 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(b), a form of which is attached hereto as Exhibit “G”. Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows. ________________________________________ Federal Work Authorization User Identification Number ________________________________________ Date of Authorization _________________________________________ Name of Contractor _________________________________________ Name of Project _________________________________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on _______________ ___________, 201___ 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 _______________, 201__. _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: ________________________ EXHIBIT “G” STATE OF GEORGIA CITY OF MILTON SUBCONTRACTOR AFFIDAVIT By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with ___________________ (name of contractor) on behalf of the City has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, , in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-subcontractor to the contractor within five business days of receipt. If the undersigned subcontractor receives notice that a sub- subcontractor has received an affidavit from any other contracted sub-subcontractor, the undersigned subcontractor must forward, within five business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: ________________________________________ Federal Work Authorization User Identification Number ________________________________________ Date of Authorization _________________________________________ Name of Subcontractor _________________________________________ Name of Project _________________________________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on _____________ ____, 201____ 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 _____________, 201____. _____________________________ Notary Public [NOTARY SEAL] EXHIBIT “I” [RESERVED] EXHIBIT “J” KEY PERSONNEL [Insert Key Personnel] END SAMPLE CONTRACT EXHIBIT “B” BID FROM CONTRACTOR �04 OF -i� V—- QU-0t,01- LIX LN�WR21A'. M - ILTONII�-, ...UTAffiJSHED 200b Bid Number: Project Name: 14-PW6 FY14 Resurfacing Project Due Date and Time: City of Milton April 24th, 2014 Local Time: 2:00pm Number of Pages: 61 Issue Date: April 7, 2014 City of Milton Public Works Department Phone: 678-242-2500 13000 Deerfield Pkwy, Suite 107G Fax: 678-242-2499 Milton, Ga. 30004 Website: www.cityofmfltonga.us :M4STRUCTl0N$TQ' EYDERS Return Submittal to: Mark Face of Envelope/Package: Autho e r ry: Bob Cathcart Bid Number: 14-PW6 City of Milton Name of Company or Firm Attn: Rick Pearce, Purchasing Office 3vot,'7 13000 Deerfield Pkwy Special Instructions: Suite 107G Deadline for Written Questions Milton, Ga. 30004 April 15th,2014 at 5:00 pin Email questions to Rick Pearce at I rick. pe �cityofmiltonga.us T - �tS14V -ill OR -RIE Rio Bidder Name/Address: Autho e r ry: Bob Cathcart 1-730 S k&.O- MA k �� r.Vice-President V(Please print name and sign in ink) 3vot,'7 Bidder Phone Number: *7 ? (2 - 5--11 -7) 33 Bidder FAX Number -7-20-6-41- -731-C' Bidder Fe eral I.D. Number: Bidder E-mail Address: -Ft— F.,B155h 51m m _, ", � 1 wX_W"M� 14-PW6 FY14 Resurfacing Project I = I Y " �1 to. 2-i 1 1.4 Table of Contents Topic Page Definitions 3 Invitation to Bid 4 Bidding Instructions (What must be submitted) 5 Insurance/Bond Requirements 6 Bid Form and Addenda Acknowledgement 10 Bid Bond 12 Qualifications Signature and Certification 15 Corporate Certificate 15 List of Subcontractors 16 Contractor Affidavit and Agreement (eVerify) 17 Bid Schedule 18 Disclosure Form 20 General Conditions 21 EPD Air Quality Rules 26 Project Specifications 27 Schedule of Events 35 Sample Contract Agreement 36 14-PW6 FYI Resurfacing Project I = DEFINITIONS COMPW: City of Milton Public Works Department GDOT: Georgia Department of Transportation ENGINEER: The City of Milton Director of Public Works or a duly authorized representative. ADA: Americans with Disabilities Act EA: Each GAL: Gallon LF: Lineal Feet LS: Lump Sum SY: Square Yard TN: Ton MUTCD: Manual on Uniform Traffic Control Devices OSHA: Occupational Safety and Health Administration FHWA: Federal Highway Administration AASHTO: American Association of State Highway and Transportation Officials 14-PW6 FY14 Resurfacing Project I = CITY OF MILTON Invitation to Bid 14-PW6 The City of Milton is accepting sealed bids from qualified firms for the FY14 Resurfacing Project for the Public Works Department in conformance with Title 32, Chapter 4, Article 4, Part 2 of the Official Code of Georgia Annotated. All work will be done in accordance with Georgia Department of Transportation's (GDOT) Standard Drawings, Standard Specifications, and Pay Items Index as standards and specifications for the construction and completion of the work required. All bidders must comply with all general and special requirements of the bid information and instructions enclosed herein. Sealed bids will be received no later than 2:00 PM Local Time on April 24th, 2014. Sealed bids shall be submitted to: City of Milton Attn: Rick Pearce, Purchasing Office 13000 Deerfield Pkwy Suite 107G Milton, Ga. 30004. At approximately 2:10 PM Local Time on the day bids are received the bids will be publicly opened and the bidder's name and total bid amount will be read aloud at: City of Milton Courthouse 13000 Deerfield Parkway Suite 107E Milton, GA 30004. Bids received after the above time or in any other location other than the Purchasing Office will not be accepted. Bids shall be presented in a sealed envelope with the bid number (14-PW6) and the name of the company or firm submitting clearly marked on the outside of the envelope. ONE (1) ORIGINAL (PAPER) AND TWO (2) COPIES (PAPER) AND A PDF COPY OF THE BID ON CD MUST BE SUBMITTED. Bids will not be accepted verbally, by fax, or email. Questions must be in writing. For questions, please email Rick Pearce at rick.pearce@cityofmiltonga.us. Deadline for questions is April 15th, 2014 at 5:00pm. Official answers to questions and potential changes to the ITB (Addendums) will be posted at the same web locations as the ITB on or about April 17th, 2014. Any other form of interpretation, correction, or change to this ITB will not be binding upon the City. It is the bidder's responsibility to check the websites for potential updates. Please refer to Bid (14-PW6) and bid name (FY14 Resurfacing Project) when requesting information. The City of Milton reserves the right to reject any or all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Milton. The selected contractor must be able to start work within ten (10) calendar days after the "Notice to Proceed" is issued. The time of completion for the project is ninety (90) calendar days from the date of the "Notice to Proceed." If weather affects the required completion schedule, The City and selected contractor will negotiate a new completion date. Section 108.08 of the State of Georgia Department of Transportation Standard Specifications Construction of Transportation Systems (current edition) shall be applied. 14-PW6 FY14 Resurfacing Project I = BIDDING INSTRUCTIONS FAILURE TO RETURN THE FOLLOWING BID DOCUMENTS COULD RESULT IN THE BID BEING DEEMED NON-RESPONSIVE AND BEING REJECTED: Item Description Pages) 1 Filled out and Signed Invitation to Bid 1 2 Bid Form and Addenda Acknowledgement (2 pages) 10-11 3 Bid Bond (3 pages) 12-13-14 4 Qualification Signature and Certification 15 5 List of Subcontractors 16 6 Contractor Affidavit and Agreement (eVerify) 17 7 Bid Schedule (2 pages) 18-19 8 Disclosure Form 20 INFORMATION AND INSTRUCTIONS The purpose of this solicitation is to enter into a unit price "purchasing contract" with one firm to be the primary supplier of the FY14 Resurfacing Project, 14-PW6. No specification expressed or implied shall be construed as any type of restrictive specification that would limit competition. Unless clearly shown as "no substitute" or any words to that effect, any items in these contract documents which have been identified, described or referenced by a brand name or trade name are for reference only. Such identification is intended to be descriptive but not restrictive and is to indicate the general quality and characteristics of products that may be offered. Each bid item for which an equivalent item is proposed must be individually identified on the bid sheet with the following information: brand name, model or manufacturers number or identification regularly used in the trade. Photographs, specifications and cut sheets shall be provided of the proposed alternative. The City shall be the sole judge of the suitability of the proposed alternative and may consider function, design, materials, construction, workmanship, finishes, operating features, overall quality, local service facilities, warranty terms and service or other relevant features. The City reserves the right to cancel the contract at any time with 30 days written notice. Title to any supplies, materials, equipment or other personal property shall remain the Contractors' until fully paid for by the City. All items to be bid FOB, Milton, Georgia. No sales taxes are to be charged. Any damage to any building or traffic control device, or equipment incurred during the course of work shall be repaired at the contractor's expense to the complete satisfaction of the City of Milton with no additional expense to the City. 14-PW6 FY14 Resurfacing Project I = EVALUATION The City intends to evaluate the ITB on the lowest, best, responsible, and responsive vendor. INSURANCE REQUIREMENTS Within 10 days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Within 10 days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Insurance requirements are provided below and included in the CONTRACT AGREEMENT (Section 7.K). (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City Attorney as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with limits no less than: (a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, including coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, vandalism, property loss and theft. (b) Comprehensive Automobile Liability (owned, non -owned, hired) of $1,000,000 (one million dollars) combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 (one million dollars) per accident. (3) Deductibles and Self -Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: 14-PW6 FY14 Resurfacing Project I = (a) General Liability and Automobile Liability Coverage. (i) The City and City Parties are to be covered as insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City or City Parties. (ii) The Contractor's insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City or City Parties. Any insurance or self-insurance maintained by the City or City Parties shall be in excess of the Contractor's insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City or City Parties. (iv) Coverage shall state that the Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City for General Liability coverage only. (b) Workers' Compensation Coverage: The insurer providing Workers' Compensation Coverage will agree to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (S) Acceptability of Insurers: Insurance is to be placed with insurers authorized to do business in the State of Georgia and with an A.M. Bests' rating of no less than AXI. (6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of Work. The certificate of insurance and endorsements shall be on a form utilized by Contractor's insurer in its normal course of business and shall be received and 14-PW6 FY14 Resurfacing Project I = approved by the City within ten (10) days of the Notice of Award. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the Parties as additional insureds. (8) Claims -Made Policies: Contractor shall extend any claims -made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement, except the City need not be named as an additional insured and loss payee on any Workers' Compensation policy. BONDING REQUIREMENTS Each bid must be accompanied with a BID BOND (bond only: certified checks or other forms are not acceptable) in an amount equal to five percent (5%) of the base bid, payable to the City of Milton. Said bid bond guarantees the bidder will enter into a contract to construct the project strictly within the terms and conditions stated in this bid and in the bidding and contract documents, should the construction contract be awarded. The Successful Bidder shall be required to furnish PAYMENT AND PERFORMANCE BONDS for the faithful performance on the contract and a bond to secure payment of all claims for materials furnished and/or labor performed in performance of the project, both in amounts equal to one hundred percent (100%) of the contract price. The Successful Bidder shall also be required to furnish a MAINTENANCE BOND, in the amount of one-third (1/3) of the contract price, guaranteeing the repair or replacement caused by defective workmanship or materials for a period of two (2) years from the completion of construction. Bonds shall be issued by a corporate surety appearing on the Treasury Department's most current list (Circular 570 as amended) and be authorized to do business in the State of Georgia. Bonds shall be on the forms provided by the City and subject to the review and approval of the City Attorney. Date of Bond must not be prior to date of Contract. If Contractor is a Partnership, all partners shall execute Bond. 14-PW6 FY14 Resurfacing Project OATH Prior to commencing the Work, the successful bidder shall execute a written oath as required by O.C.G.A. §§ 32-4-122 and 36-91-21(e). COST OF PREPARING A PROPOSAL The costs for developing and delivering responses to this ITB and any subsequent presentations of the proposal as requested by the City are entirely the responsibility of the bidder. The City is not liable for any expense incurred by the bidder in the preparation and presentation of their proposal. All materials submitted in response to this ITB become the property of the City of Milton. 14-PW6 FY14 Resurfacing Project I = [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID FORM and ADDENDA ACKNOWLEDGEMENT TO: PURCHASING OFFICE CITY OF MILTON MILTON, GEORGIA 30004 Ladies and Gentlemen: In compliance with your Invitation To Bid, the undersigned, hereinafter termed the Bidder, proposes to enter into a Contract with the City of Milton, Georgia, to provide the necessary machinery, tools, apparatus, other means of construction, and all materials and labor specified in the Contract Documents or as necessary to complete the Work in the manner therein specified within the time specified, as therein set forth, for: Bid Number 14-PW6 FY14 Resurfacing Project The Bidder has carefully examined and fully understands the Contract, Specifications, and other documents hereto attached, has made a personal examination of the Site of the proposed Work, has satisfied himself as to the actual conditions and requirements of the Work, and hereby proposes and agrees that if his bid is accepted, he will contract with the City of Milton in full conformance with the Contract Documents. Unless otherwise directed, all work performed shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition). All materials used in the process of completion of the work included in the Contract will be furnished from Georgia Department of Transportation certified suppliers only. It is the intent of this Bid to include all items of construction and all Work called for in the Specifications, or otherwise a part of the Contract Documents. In accordance with the foregoing, the undersigned proposes to furnish and construct the items listed in the attached Bid schedule for the unit prices stated. The Bidder agrees that the cost of any work performed, materials furnished, services provided or expenses incurred, which are not specifically delineated in the Contract Documents but which are incidental to the scope, intent, and completion of the Contract, shall be deemed to have been included in the prices bid for the various items scheduled. The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces and equipment within ten (10) calendar days from receipt of Notice to Proceed and to complete all Work within ninety (90) calendar days from the Notice to Proceed. If weather affects the required completion schedule, The City and selected Bidder will negotiate a new completion date. 14-PW6 FY14 Resurfacing Project I = Attached hereto is an executed Bid Bond in the amount of 5 7t Dollars ($ (Five Percent of Amount Bid). If this bid shall be accepted by the City of Milton and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Milton may, at its option, determine that the undersigned abandoned the Contract and there upon this bid shall be null and void, and the sum stipulated in the attached Bid Bond shall be forfeited to the City of Milton as liquidated damages. Bidder acknowledges receipt of the following addenda: Addendum No. Date viewed 4 4 -ZZ- t-� Bidder further declares that the full name and resident address of Bidder's Principal is as follows: Signed, sealed, and dated this Z 3 davof—ApiLt , 20 Bidder -9\aL,. 7 , (Seal) Company Name Bidder Mailing Address: 173 Sia—ctsl�c�: M AR Il` R Signature: Print Name: U Ob C P'4-.. c A S' -t- Bob Cathcart Title: Vice -President ``,,,,tigk III I I III /q///,'/ ;a\��o 14-PW6 FY14 Resurfacing [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID BOND CITY OF 1VIILTON, GEORGIA BIDDER (Name and Address): Blount Construction Company, Inc., 1730 Sands Place, Marietta, GA 30067 SURETY (Name and Address of Principal Place of Business): Travelers Casualty and Surety Company of America, One Tower Square, Hartford, CT 06183 OWNER (hereinafter referred to as the "City" (Name and Address): City of Millon, Georgia ATTN: Purchasing Office 13000 Deerfield Parkway, Suite 107G Milton, Georgia 30004 BID BID DUE DATE: April 24, 2014 PROJECT (Brief Description Including Location): FY14 Resurfacing Project - Bid Number 14 -PW -6 BOND BOND NUMBER: NIA DATE (Not later that Bid due date): April 24, 2014 PENAL SUM: Five Percent (5%) of the Bid (Words) (Figures) IN WITNESS WBEREOF, Surety and Bidder, intending to be legally bound hereby to the City, subject to the terms printed below or on the reverse side hereof, do each cause this Bid Bond to be duly executed on its behalf by its authorized officer, agent or representative. :i610 SURETY Travelers Casualty and Surety Company of America Blount Construction Company, Inc.(Seal) (Seal) BiddV"�M",Z o Se8ob Cathcart Surety's Name and Corporate Seal By: Vice -President By: Signature and Title: Signatur d Title: Daniel Yates, Attorney-in-fact Tru '0 (Attach Power of A ey) 4---Secretary/Treasurer Ca, Ait?tarand Attest: i ik�� Siitle: Signature and Title: Dana D. Rutledge, Witness No�NsPve addresses are to be used for giving any notice required by the terms of this if2 V8!. zgular reference to Bidder, Surety, the City or any other party shall be cured plural where applicable. n o l '�� o Zz 1��N«,,N l``�� 14-PW6 FYI Resurfacing Project 1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to pay to the City upon Default of Bidder the penal sum set forth on the face of this Bond. 2. Default of Bidder shall occur upon the failure of Bidder to deliver within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents. This obligation shall be null and void if: 3.1 The City accepts Bidder's Bid and Bidder delivers within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents; or 3.2 All Bids are rejected by the City; or 3.3 The City fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any extension of that time agreed to in writing by Bidder and, if applicable, consented to by Surety when required by paragraph 5 hereof). 4. Payment under this Bond will be due and payable upon Default by Bidder within 30 calendar days after receipt by Bidder and Surety of a written Notice of Default from the City, which Notice will be given with reasonable promptness and will identify this Bond and the Project and include a statement of the amount due. 5. Surety waives notice of, as well as any and all defenses based on or arising out of, any time extension to issue a Notice of Award agreed to in writing by the City and Bidder, provided that the total time, including extensions, for issuing a Notice of Award shall not in the aggregate exceed 120 days from Bid due date without Surety's written consent. 6. No suit or action shall be commenced under this Bond either prior to 30 calendar days after the Notice of Default required in paragraph 4 above is received by Bidder and Surety or later than one year after Bid due date. 7. Any suit or action under this Bond shall be commenced only in a court of competent jurisdiction located in the State of Georgia. 8. Notices required hereunder shall be in writing and sent to Bidder and Surety at their respective addresses shown on the face of this Bond. Such notices may be sent by personal delivery, commercial courier or by United States Registered or Certified Mail, return receipt requested, postage pre -paid, and shall be deemed to be effective upon receipt by the party concerned. 9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority of the officer, agent or representative who executed this Bond on behalf of Surety to execute, seal and deliver such Bond and bind the Surety thereby. 14-PW6 FY14 Resurfacing Project I = 10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any applicable statute that has been omitted from this Bond shall be deemed to be included herein as if set forth at length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute shall govern and the remainder of this Bond that is not in conflict therewith shall continue in full force and effect. 11. The term "Bid" as used herein includes a Bid, offer or proposal, as applicable under the particular circumstances. 12. The terms of this Bid Bond shall be governed by the laws of the State of Georgia. 14-PW6 FY14 Resurfacing Project I = TRAVELERSJ� POWER OF ATTORNEY Farmington Casualty Company St. Paul Mercury Insurance Company Fidelity and Guaranty Insurance Company Travelers Casualty and Surety Company Fidelity and Guaranty Insurance Underwriters, Inc. Travelers Casualty and Surety Company of America St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St. Paul Guardian Insurance Company Attorney -In -Fact No. 226756 Surety Bond No. or Project Description: Principal: Blount Construction Company, Inc. Bid Bond Obligee: City of Milton, GA KNOW ALL MEN BY THESE PRESENTS: That St, Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company and St. Paul Mercury Insurance Company are corporations duly organized under the laws of the State of Minnesota, that Farmington Casualty Company, Travelers Casualty and Surety Company, and Travelers Casualty and Surety Company of America are corporations duly organized under the laws of the State of Connecticut, that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters, Inc. is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Betsy J. Holmes, Brian K. Hughes, Karen A. Maynard, Kevin M. Neidert, Michael L. Angel, Michael S. Brickner, P.D. Yates III, P.D. Yates Jr., Daniel Yates, Alan R. Yates, Gary Spuller, Marie M. Hartley, Robert N. Reynolds, Dana D. Rutledge, Jeffery J. Blanton, Michael B. Dawson, and W. Barry Dawson of the City of Atlanta, State of Georgia, their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this 7th day of June, 2013. Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company State of Connecticut By: City of Hartford ss. Robert L. Raney, Senior Vice President On this the 7th day of June, 2013, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal. wT My Commission expires the 30th day of June, 2016. *, C Marie C. Tetreault, Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attomeys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seat of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company In the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary, of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 24th day of April, 2014. Kevin E. Hughes, Assistant Secretary ,� ,� 1$S1 � +�'*�$E: i!L {i`�SEAL/!F �� 'W`• J� [."OOMj. f � 1696 ry ,. ►"'� � 4 is . i'� +r • i+` +"t.,,,.//'" �'�,,.,..j�' ��{! To verify the authenticlty of this Power of Attorney, call 1-800-421-3880 or contact us at www.travelersbondcom. Please refer to the Attorney-Sn-Fact number, the above-named individuals and the details of the bond to which the power is attached. [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] QUALIFICATIONS SIGNATURE AND CERTIFICATION I certify that this offer is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign this proposal for the proposer. I further certify that the provisions of the Official Code of Georgia Annotated, including but not limited to Title 32, Chapter 4, Article 4, Part 2 and Sections 45-10-20 et seq. have not been violated and will not be violated in any respect. Authorized Signature L/-� Date co Print/Type Name -q • 0 Print/Type Company Name Here C a �'T rtxZT- iL%.qtr- ;AAs :aa i*- .......... .. 014\ John Truono CORPORATE CERTIFICATE I, Secretary/Treasurer , certify that I am the Secretary of the Corporation named as Contractor in the foregoing bid; that 3bd CA -T tt c A- t -r who signed said bid in behalf of the Contractor, was then (title) it %' of said Corporation; that said bid was duly signed for and in behalf of said Corporation by authority of its Board of Directors, and is within the scope of its corporate powers; that said Corporation is organized under the laws of the State of 6i9u.cai t rr This 23 day of — Lc� ' 20 / 7 5&(Seat) (S e) Jahn Truono Secretary/Treasurer 14-PW6 FY14 Resurfacing Project �' [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] LIST OF SUBCONTRACTORS I do L--' , do not , propose to subcontract some of the work on this project. I propose to Subcontract work to the following subcontractors: �j A.VE;Mka C K MAR 4t,Ws L.LL t-L�-? o�5��� cr�uW�SKr csl RLRTtnG�C — Mdd/c:. C06 -0,51A I 'q ocr) Company Name: BLOUNT CONSTRUCTION, INC. 14-PW5 FY14 Resurfacing Project I = [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] EXHIBIT "F" STATE OF GEORGIA CITY OF MILTON CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with the City of Milton has registered with and is participating in a federal work authorization program, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13-10-91. The undersigned further agrees that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to this contract with the City of Milton, contractor will secure from such subcontractor(s) similar verification of compliance with O.C.G.A. § 13-10-91 on the Subcontractor Affidavit provided in Rule 300-10-01-.08 in the form attached hereto as Exhibit "G." Contractor further agrees to maintain records of such compliance and provide a copy of each such verification to the City of Milton at the time the subcontractor(s) is retained to perform such service. to 2 L e EEV / Basic Pilot Program User Identification Number \-- '0' -0 PC BY: Authorized Officer or Agent Date `�Ur1 1 OJSI rL "t1b1 (Print Contractox Name i Title of Authorized Offl ider o4 Agent of Contractor ob atVice-President Printed Name of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON HIS THE DAY OF U , 20V4 `ti 1111►►►►►®s s NotVxy Public My^ Commission Expires:NOTa 'Q s �i � aFe16.,`i�-PW6 FY14 Resurfacing Project Item #1 The hid schedule from the ITB is deleted and replaced with the following: BID SCHEDULE (REVISED ADDENDUM #1) ITEM r -"ITEM x, UNITS QUANTITY UNIT ''.TOTAL NUMBER_ DESCRIPTION °";' . PRICE. .AMIRUNT , 150-1000 Traffic Control LS 1 53 27S O°S3 27s.� Asphalt Concrete Patching $O i 402-1802 including Bituminous Material & H Lime 3 In. 19mm TN 5,000 $ i Asphalt Concrete Patching 7 �9Z � op 402-1802 Including Bituminous Material & H Lime 2.5 in. 12.5mm TN 1,200 138 Recycled Asphalt Concrete 9.5 S o 4023103 MM Superpave GP 2 Only Including Bituminous Material TN 4,150 g g` 334 sIl and H -Lime 1.5 in. Recycled Asphalt Concrete 12.5 03 SOQ po 402.3130 MM Superpave GP 2 Only Including Bituminous Material TN 5,500 D�' q SS SSS• and H -Lime 1.5 in. 413-0500 LD -7 Fog Seal SY 15,000 I �_% I i S Leo 9 4246089 Double Surface Trtmt Stn Size SY 9,000 $4-72sol 7 & 89, 5 4325010 Mill Asphalt Conc Pvmt, SY 73,000 ' s •�' �40�� Variable Depth 441-0104 5' Concrete Sidewalk Class A SYVa 1,000 32 3 32 910 441 -Ramp Concrete 9031 Ramps EA 27 '77 ?70• 717 Ji S'�• 500-9999 Class B Concrete Utility Repair CY 100 Z' 2.'s -S, 653-0120 Thermoplastic Pavement Marking Arrow, Type 2 EA 36js -%� 6 7 939. 653-1704 Thermoplastic Solid Traffic Stripe, 24" White LF 3500C -%•� nf753, 653-2501 Thermoplastic Solid Stripe, 5" LM 7 Igo}p / 5-0 White � z3o, 653-2502 Thermoplastic Solid Stripe, 5" LM 7 l t9 13 Yellow 10, 230, 635-3501 Skip Traf Stripe, 5" White, 2-6 GLF 2200Z 6 o � t� 653-4501 Skip Traf Stripe, 5" White, 1030 GLM3 120 % +' 15'q.O0 __ o l 44 ITB 14-PW6 Addendum 41 i0'i�`i v Page 2 of 4 2� Total Bid Price $ 1, g 22. 01 z Print Total Bid Price owc rn pt*..;g-tp Fill out "Unit Price" column., "Total Amount" column, and "Total Bid Price" Actual price to the City will be based on actual quantity multiplied by the bid "Unit Price". Number of days to fully complete project (exclude weather related days) D In compliance with the attached Specification, the undersigned offers and agrees that if this Bid is accepted, by the City Council within One Hundred and Twenty (120) days of the date of Bid opening, that he will 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. COMPANY ou. ,'C ADDRESS AUTHOR1 PRINT I TYPE NAME Dale jz FO nauer TITLE President 14-PW6 FY14 Resurfacing Project [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] DISCLOSURE FORM This form is for disclosure of campaign contributions and family member relations with City of Milton officials/employees. Please complete this form and return as part of your bid package when it is submitted. Name of Bidder ��-•� C.� a� 6'c k to.� C p.v aAt Name and the official position of the Milton Official to whom the campaign contribution was made (Please use a separate form for each official to whom a contribution has been made in the past two (2) years.) List the dollar amount/value and description of each campaign contribution made over the past two (2) years by the Applicant/Opponent to the named Milton Official. Amount/Value Description Please list any family member that is currently (or has been employed within the last 9 months) by the City of Milton and your relation: 14-PW6 FY14 Resurfacing Project I = EXHIBIT “C” BONDS �04 OF -i� V—- QU-0t,01- LIX LN�WR21A'. M - ILTONII�-, ...UTAffiJSHED 200b Bid Number: Project Name: 14-PW6 FY14 Resurfacing Project Due Date and Time: City of Milton April 24th, 2014 Local Time: 2:00pm Number of Pages: 61 Issue Date: April 7, 2014 City of Milton Public Works Department Phone: 678-242-2500 13000 Deerfield Pkwy, Suite 107G Fax: 678-242-2499 Milton, Ga. 30004 Website: www.cityofmfltonga.us :M4STRUCTl0N$TQ' EYDERS Return Submittal to: Mark Face of Envelope/Package: Autho e r ry: Bob Cathcart Bid Number: 14-PW6 City of Milton Name of Company or Firm Attn: Rick Pearce, Purchasing Office 3vot,'7 13000 Deerfield Pkwy Special Instructions: Suite 107G Deadline for Written Questions Milton, Ga. 30004 April 15th,2014 at 5:00 pin Email questions to Rick Pearce at I rick. pe �cityofmiltonga.us T - �tS14V -ill OR -RIE Rio Bidder Name/Address: Autho e r ry: Bob Cathcart 1-730 S k&.O- MA k �� r.Vice-President V(Please print name and sign in ink) 3vot,'7 Bidder Phone Number: *7 ? (2 - 5--11 -7) 33 Bidder FAX Number -7-20-6-41- -731-C' Bidder Fe eral I.D. Number: Bidder E-mail Address: -Ft— F.,B155h 51m m _, ", � 1 wX_W"M� 14-PW6 FY14 Resurfacing Project I = I Y " �1 to. 2-i 1 1.4 Table of Contents Topic Page Definitions 3 Invitation to Bid 4 Bidding Instructions (What must be submitted) 5 Insurance/Bond Requirements 6 Bid Form and Addenda Acknowledgement 10 Bid Bond 12 Qualifications Signature and Certification 15 Corporate Certificate 15 List of Subcontractors 16 Contractor Affidavit and Agreement (eVerify) 17 Bid Schedule 18 Disclosure Form 20 General Conditions 21 EPD Air Quality Rules 26 Project Specifications 27 Schedule of Events 35 Sample Contract Agreement 36 14-PW6 FYI Resurfacing Project I = DEFINITIONS COMPW: City of Milton Public Works Department GDOT: Georgia Department of Transportation ENGINEER: The City of Milton Director of Public Works or a duly authorized representative. ADA: Americans with Disabilities Act EA: Each GAL: Gallon LF: Lineal Feet LS: Lump Sum SY: Square Yard TN: Ton MUTCD: Manual on Uniform Traffic Control Devices OSHA: Occupational Safety and Health Administration FHWA: Federal Highway Administration AASHTO: American Association of State Highway and Transportation Officials 14-PW6 FY14 Resurfacing Project I = CITY OF MILTON Invitation to Bid 14-PW6 The City of Milton is accepting sealed bids from qualified firms for the FY14 Resurfacing Project for the Public Works Department in conformance with Title 32, Chapter 4, Article 4, Part 2 of the Official Code of Georgia Annotated. All work will be done in accordance with Georgia Department of Transportation's (GDOT) Standard Drawings, Standard Specifications, and Pay Items Index as standards and specifications for the construction and completion of the work required. All bidders must comply with all general and special requirements of the bid information and instructions enclosed herein. Sealed bids will be received no later than 2:00 PM Local Time on April 24th, 2014. Sealed bids shall be submitted to: City of Milton Attn: Rick Pearce, Purchasing Office 13000 Deerfield Pkwy Suite 107G Milton, Ga. 30004. At approximately 2:10 PM Local Time on the day bids are received the bids will be publicly opened and the bidder's name and total bid amount will be read aloud at: City of Milton Courthouse 13000 Deerfield Parkway Suite 107E Milton, GA 30004. Bids received after the above time or in any other location other than the Purchasing Office will not be accepted. Bids shall be presented in a sealed envelope with the bid number (14-PW6) and the name of the company or firm submitting clearly marked on the outside of the envelope. ONE (1) ORIGINAL (PAPER) AND TWO (2) COPIES (PAPER) AND A PDF COPY OF THE BID ON CD MUST BE SUBMITTED. Bids will not be accepted verbally, by fax, or email. Questions must be in writing. For questions, please email Rick Pearce at rick.pearce@cityofmiltonga.us. Deadline for questions is April 15th, 2014 at 5:00pm. Official answers to questions and potential changes to the ITB (Addendums) will be posted at the same web locations as the ITB on or about April 17th, 2014. Any other form of interpretation, correction, or change to this ITB will not be binding upon the City. It is the bidder's responsibility to check the websites for potential updates. Please refer to Bid (14-PW6) and bid name (FY14 Resurfacing Project) when requesting information. The City of Milton reserves the right to reject any or all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Milton. The selected contractor must be able to start work within ten (10) calendar days after the "Notice to Proceed" is issued. The time of completion for the project is ninety (90) calendar days from the date of the "Notice to Proceed." If weather affects the required completion schedule, The City and selected contractor will negotiate a new completion date. Section 108.08 of the State of Georgia Department of Transportation Standard Specifications Construction of Transportation Systems (current edition) shall be applied. 14-PW6 FY14 Resurfacing Project I = BIDDING INSTRUCTIONS FAILURE TO RETURN THE FOLLOWING BID DOCUMENTS COULD RESULT IN THE BID BEING DEEMED NON-RESPONSIVE AND BEING REJECTED: Item Description Pages) 1 Filled out and Signed Invitation to Bid 1 2 Bid Form and Addenda Acknowledgement (2 pages) 10-11 3 Bid Bond (3 pages) 12-13-14 4 Qualification Signature and Certification 15 5 List of Subcontractors 16 6 Contractor Affidavit and Agreement (eVerify) 17 7 Bid Schedule (2 pages) 18-19 8 Disclosure Form 20 INFORMATION AND INSTRUCTIONS The purpose of this solicitation is to enter into a unit price "purchasing contract" with one firm to be the primary supplier of the FY14 Resurfacing Project, 14-PW6. No specification expressed or implied shall be construed as any type of restrictive specification that would limit competition. Unless clearly shown as "no substitute" or any words to that effect, any items in these contract documents which have been identified, described or referenced by a brand name or trade name are for reference only. Such identification is intended to be descriptive but not restrictive and is to indicate the general quality and characteristics of products that may be offered. Each bid item for which an equivalent item is proposed must be individually identified on the bid sheet with the following information: brand name, model or manufacturers number or identification regularly used in the trade. Photographs, specifications and cut sheets shall be provided of the proposed alternative. The City shall be the sole judge of the suitability of the proposed alternative and may consider function, design, materials, construction, workmanship, finishes, operating features, overall quality, local service facilities, warranty terms and service or other relevant features. The City reserves the right to cancel the contract at any time with 30 days written notice. Title to any supplies, materials, equipment or other personal property shall remain the Contractors' until fully paid for by the City. All items to be bid FOB, Milton, Georgia. No sales taxes are to be charged. Any damage to any building or traffic control device, or equipment incurred during the course of work shall be repaired at the contractor's expense to the complete satisfaction of the City of Milton with no additional expense to the City. 14-PW6 FY14 Resurfacing Project I = EVALUATION The City intends to evaluate the ITB on the lowest, best, responsible, and responsive vendor. INSURANCE REQUIREMENTS Within 10 days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Within 10 days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Insurance requirements are provided below and included in the CONTRACT AGREEMENT (Section 7.K). (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City Attorney as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with limits no less than: (a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, including coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, vandalism, property loss and theft. (b) Comprehensive Automobile Liability (owned, non -owned, hired) of $1,000,000 (one million dollars) combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 (one million dollars) per accident. (3) Deductibles and Self -Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: 14-PW6 FY14 Resurfacing Project I = (a) General Liability and Automobile Liability Coverage. (i) The City and City Parties are to be covered as insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City or City Parties. (ii) The Contractor's insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City or City Parties. Any insurance or self-insurance maintained by the City or City Parties shall be in excess of the Contractor's insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City or City Parties. (iv) Coverage shall state that the Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City for General Liability coverage only. (b) Workers' Compensation Coverage: The insurer providing Workers' Compensation Coverage will agree to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (S) Acceptability of Insurers: Insurance is to be placed with insurers authorized to do business in the State of Georgia and with an A.M. Bests' rating of no less than AXI. (6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of Work. The certificate of insurance and endorsements shall be on a form utilized by Contractor's insurer in its normal course of business and shall be received and 14-PW6 FY14 Resurfacing Project I = approved by the City within ten (10) days of the Notice of Award. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the Parties as additional insureds. (8) Claims -Made Policies: Contractor shall extend any claims -made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement, except the City need not be named as an additional insured and loss payee on any Workers' Compensation policy. BONDING REQUIREMENTS Each bid must be accompanied with a BID BOND (bond only: certified checks or other forms are not acceptable) in an amount equal to five percent (5%) of the base bid, payable to the City of Milton. Said bid bond guarantees the bidder will enter into a contract to construct the project strictly within the terms and conditions stated in this bid and in the bidding and contract documents, should the construction contract be awarded. The Successful Bidder shall be required to furnish PAYMENT AND PERFORMANCE BONDS for the faithful performance on the contract and a bond to secure payment of all claims for materials furnished and/or labor performed in performance of the project, both in amounts equal to one hundred percent (100%) of the contract price. The Successful Bidder shall also be required to furnish a MAINTENANCE BOND, in the amount of one-third (1/3) of the contract price, guaranteeing the repair or replacement caused by defective workmanship or materials for a period of two (2) years from the completion of construction. Bonds shall be issued by a corporate surety appearing on the Treasury Department's most current list (Circular 570 as amended) and be authorized to do business in the State of Georgia. Bonds shall be on the forms provided by the City and subject to the review and approval of the City Attorney. Date of Bond must not be prior to date of Contract. If Contractor is a Partnership, all partners shall execute Bond. 14-PW6 FY14 Resurfacing Project OATH Prior to commencing the Work, the successful bidder shall execute a written oath as required by O.C.G.A. §§ 32-4-122 and 36-91-21(e). COST OF PREPARING A PROPOSAL The costs for developing and delivering responses to this ITB and any subsequent presentations of the proposal as requested by the City are entirely the responsibility of the bidder. The City is not liable for any expense incurred by the bidder in the preparation and presentation of their proposal. All materials submitted in response to this ITB become the property of the City of Milton. 14-PW6 FY14 Resurfacing Project I = [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID FORM and ADDENDA ACKNOWLEDGEMENT TO: PURCHASING OFFICE CITY OF MILTON MILTON, GEORGIA 30004 Ladies and Gentlemen: In compliance with your Invitation To Bid, the undersigned, hereinafter termed the Bidder, proposes to enter into a Contract with the City of Milton, Georgia, to provide the necessary machinery, tools, apparatus, other means of construction, and all materials and labor specified in the Contract Documents or as necessary to complete the Work in the manner therein specified within the time specified, as therein set forth, for: Bid Number 14-PW6 FY14 Resurfacing Project The Bidder has carefully examined and fully understands the Contract, Specifications, and other documents hereto attached, has made a personal examination of the Site of the proposed Work, has satisfied himself as to the actual conditions and requirements of the Work, and hereby proposes and agrees that if his bid is accepted, he will contract with the City of Milton in full conformance with the Contract Documents. Unless otherwise directed, all work performed shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition). All materials used in the process of completion of the work included in the Contract will be furnished from Georgia Department of Transportation certified suppliers only. It is the intent of this Bid to include all items of construction and all Work called for in the Specifications, or otherwise a part of the Contract Documents. In accordance with the foregoing, the undersigned proposes to furnish and construct the items listed in the attached Bid schedule for the unit prices stated. The Bidder agrees that the cost of any work performed, materials furnished, services provided or expenses incurred, which are not specifically delineated in the Contract Documents but which are incidental to the scope, intent, and completion of the Contract, shall be deemed to have been included in the prices bid for the various items scheduled. The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces and equipment within ten (10) calendar days from receipt of Notice to Proceed and to complete all Work within ninety (90) calendar days from the Notice to Proceed. If weather affects the required completion schedule, The City and selected Bidder will negotiate a new completion date. 14-PW6 FY14 Resurfacing Project I = Attached hereto is an executed Bid Bond in the amount of 5 7t Dollars ($ (Five Percent of Amount Bid). If this bid shall be accepted by the City of Milton and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Milton may, at its option, determine that the undersigned abandoned the Contract and there upon this bid shall be null and void, and the sum stipulated in the attached Bid Bond shall be forfeited to the City of Milton as liquidated damages. Bidder acknowledges receipt of the following addenda: Addendum No. Date viewed 4 4 -ZZ- t-� Bidder further declares that the full name and resident address of Bidder's Principal is as follows: Signed, sealed, and dated this Z 3 davof—ApiLt , 20 Bidder -9\aL,. 7 , (Seal) Company Name Bidder Mailing Address: 173 Sia—ctsl�c�: M AR Il` R Signature: Print Name: U Ob C P'4-.. c A S' -t- Bob Cathcart Title: Vice -President ``,,,,tigk III I I III /q///,'/ ;a\��o 14-PW6 FY14 Resurfacing [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID BOND CITY OF 1VIILTON, GEORGIA BIDDER (Name and Address): Blount Construction Company, Inc., 1730 Sands Place, Marietta, GA 30067 SURETY (Name and Address of Principal Place of Business): Travelers Casualty and Surety Company of America, One Tower Square, Hartford, CT 06183 OWNER (hereinafter referred to as the "City" (Name and Address): City of Millon, Georgia ATTN: Purchasing Office 13000 Deerfield Parkway, Suite 107G Milton, Georgia 30004 BID BID DUE DATE: April 24, 2014 PROJECT (Brief Description Including Location): FY14 Resurfacing Project - Bid Number 14 -PW -6 BOND BOND NUMBER: NIA DATE (Not later that Bid due date): April 24, 2014 PENAL SUM: Five Percent (5%) of the Bid (Words) (Figures) IN WITNESS WBEREOF, Surety and Bidder, intending to be legally bound hereby to the City, subject to the terms printed below or on the reverse side hereof, do each cause this Bid Bond to be duly executed on its behalf by its authorized officer, agent or representative. :i610 SURETY Travelers Casualty and Surety Company of America Blount Construction Company, Inc.(Seal) (Seal) BiddV"�M",Z o Se8ob Cathcart Surety's Name and Corporate Seal By: Vice -President By: Signature and Title: Signatur d Title: Daniel Yates, Attorney-in-fact Tru '0 (Attach Power of A ey) 4---Secretary/Treasurer Ca, Ait?tarand Attest: i ik�� Siitle: Signature and Title: Dana D. Rutledge, Witness No�NsPve addresses are to be used for giving any notice required by the terms of this if2 V8!. zgular reference to Bidder, Surety, the City or any other party shall be cured plural where applicable. n o l '�� o Zz 1��N«,,N l``�� 14-PW6 FYI Resurfacing Project 1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to pay to the City upon Default of Bidder the penal sum set forth on the face of this Bond. 2. Default of Bidder shall occur upon the failure of Bidder to deliver within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents. This obligation shall be null and void if: 3.1 The City accepts Bidder's Bid and Bidder delivers within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents; or 3.2 All Bids are rejected by the City; or 3.3 The City fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any extension of that time agreed to in writing by Bidder and, if applicable, consented to by Surety when required by paragraph 5 hereof). 4. Payment under this Bond will be due and payable upon Default by Bidder within 30 calendar days after receipt by Bidder and Surety of a written Notice of Default from the City, which Notice will be given with reasonable promptness and will identify this Bond and the Project and include a statement of the amount due. 5. Surety waives notice of, as well as any and all defenses based on or arising out of, any time extension to issue a Notice of Award agreed to in writing by the City and Bidder, provided that the total time, including extensions, for issuing a Notice of Award shall not in the aggregate exceed 120 days from Bid due date without Surety's written consent. 6. No suit or action shall be commenced under this Bond either prior to 30 calendar days after the Notice of Default required in paragraph 4 above is received by Bidder and Surety or later than one year after Bid due date. 7. Any suit or action under this Bond shall be commenced only in a court of competent jurisdiction located in the State of Georgia. 8. Notices required hereunder shall be in writing and sent to Bidder and Surety at their respective addresses shown on the face of this Bond. Such notices may be sent by personal delivery, commercial courier or by United States Registered or Certified Mail, return receipt requested, postage pre -paid, and shall be deemed to be effective upon receipt by the party concerned. 9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority of the officer, agent or representative who executed this Bond on behalf of Surety to execute, seal and deliver such Bond and bind the Surety thereby. 14-PW6 FY14 Resurfacing Project I = 10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any applicable statute that has been omitted from this Bond shall be deemed to be included herein as if set forth at length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute shall govern and the remainder of this Bond that is not in conflict therewith shall continue in full force and effect. 11. The term "Bid" as used herein includes a Bid, offer or proposal, as applicable under the particular circumstances. 12. The terms of this Bid Bond shall be governed by the laws of the State of Georgia. 14-PW6 FY14 Resurfacing Project I = TRAVELERSJ� POWER OF ATTORNEY Farmington Casualty Company St. Paul Mercury Insurance Company Fidelity and Guaranty Insurance Company Travelers Casualty and Surety Company Fidelity and Guaranty Insurance Underwriters, Inc. Travelers Casualty and Surety Company of America St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St. Paul Guardian Insurance Company Attorney -In -Fact No. 226756 Surety Bond No. or Project Description: Principal: Blount Construction Company, Inc. Bid Bond Obligee: City of Milton, GA KNOW ALL MEN BY THESE PRESENTS: That St, Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company and St. Paul Mercury Insurance Company are corporations duly organized under the laws of the State of Minnesota, that Farmington Casualty Company, Travelers Casualty and Surety Company, and Travelers Casualty and Surety Company of America are corporations duly organized under the laws of the State of Connecticut, that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters, Inc. is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Betsy J. Holmes, Brian K. Hughes, Karen A. Maynard, Kevin M. Neidert, Michael L. Angel, Michael S. Brickner, P.D. Yates III, P.D. Yates Jr., Daniel Yates, Alan R. Yates, Gary Spuller, Marie M. Hartley, Robert N. Reynolds, Dana D. Rutledge, Jeffery J. Blanton, Michael B. Dawson, and W. Barry Dawson of the City of Atlanta, State of Georgia, their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this 7th day of June, 2013. Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company State of Connecticut By: City of Hartford ss. Robert L. Raney, Senior Vice President On this the 7th day of June, 2013, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal. wT My Commission expires the 30th day of June, 2016. *, C Marie C. Tetreault, Notary Public HOME OF ' ilk .. ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 12, 2014 FROM: City Manager AGENDA ITEM: Approval of a Construction Services Agreement between the City of Milton and Urey Companies, LLC for the Webb Road Sidewalk Improvement Project MEETING DATE: Monday, May 19, 2414 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: APPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: YES () NO CITY ATTORNEY REVIEW REQUIRED. YES O NO APPROVAL BY CITY ATTORNEY VAPPROVED () NOT APPROVED PLACED ON AGENDA FOR: O S" 1 q 14 REMARKS 1 4 91 You(D PHONE: 678.242.2500 1 FAX: 678.242.2499 info@cifyofmiltonga.us I www.cityofmiltonga.us 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 ,.Green ® * Certified Inp'iuu Community &' To: Honorable Mayor and City Council Members From: Carter Lucas, Public Works Director Date: Submitted on May 12, 2014 for the May 19, 2014 Regular Council Meeting Agenda Item: Approval of a Construction Services Agreement between the City of Milton and Urey Companies, LLC for the Webb Road Sidewalk Improvement Project. ____________________________________________________________________________ Department Recommendation: Approval Executive Summary: The project scope will include construction of new curb and gutter, sidewalk and drainage improvements on the north side of Webb Road between SR 9 and Cogburn Road. There is a 1,000 foot gap in the existing sidewalks on Webb Road. Completion of this segment will allow pedestrians to access the Highway 9 sidewalk and transportation systems from Cogburn Road. This project is funded through a MARTA grant. All permits and easements have been attained. In accordance with the city procurement procedures, a public Invitation to Bid (ITB) was issued on February 24, 2014. Bids were opened on March 21, 2014. A total of 9 firms responded to the invitation to bid. Urey Companies, LLC was the low bidder at $88,000.00 and Public Works staff has determined this to be a reliable bid. Staff is recommending approval of a Construction Services Agreement with Urey Companies, LLC in the amount of $88,000.00. Table 1. Bid Summary Firm Bid Urey $ 88,000.00 Vertical Earth $ 150,090.35 Construction 57 $ 112,375.00 PE Structures $ 119,729.00 CMEC $ 115,439.63 Steele $ 172,266.00 TriScapes $ 164,925.00 GA Development Partners $ 159,965.40 Construction Engineering Management $ 157,000.00 Page 2 of 2 Funding and Fiscal Impact: This project is funded through a grant from MARTA. Additional funding for this project is available in the Public Works Capital account. Alternatives: Do not construct this segment of sidewalk. Legal Review: Jarrard & Davis, LLP – Paul Higbee, 4/7/2014 Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Construction Services Agreement 1 CONSTRUCTION SERVICES AGREEMENT FOR Webb Road Sidewalk Improvements This Agreement (the “Agreement”) to provide Webb Road Sidewalk Improvements is made and entered into this ___ day of ____, 2014, by and between the CITY OF MILTON, a municipal corporation of the State of Georgia, acting by and through its governing authority, the Milton City Council (hereinafter referred to as the “City”), Urey Companies, LLC, a Georgia corporation with its principal place of business located at 5755 North Point Parkway, Suite 97, Alpharetta, Georgia 30022 (hereinafter referred to as the “Contractor”). W I T N E S S E T H: WHEREAS, the City issued an Invitation to Bid for the Webb Road Sidewalk Improvements; and WHEREAS, based upon Contractor’s bid to construct the sidewalk improvements as required by the bid documents, the City has selected Contractor as the winning bidder, and WHEREAS, Contractor has agreed to perform such work as set forth in this Agreement, according to the terms and conditions provided in this Agreement; and WHEREAS, Contractor has familiarized itself with the nature and extent of the Contract Documents, the Project, and the Work, with all local conditions and federal, state and local laws, ordinances, rules and regulations in any manner that may affect cost, progress or performance of work, and Contractor is aware that he must be licensed to do business in the State of Georgia. NOW THEREFORE, the City and Contractor, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: Section 1 Contract Documents The following documents are incorporated herein by reference and constitute the Contract Documents: A. This Agreement (19 Pages); B. Invitation to Bid ITB (59 Pages), attached hereto as Exhibit “A”; 2 C. Bid from Contractor dated March 21, 2014 (1 Pages), attached hereto as Exhibit “B”; D. Performance and Other Bonds, attached hereto collectively as Exhibit “C”; E. Non-collusion Affidavit of Prime Proposer, attached hereto as Exhibit “D”, F. Contractor Affidavit and Agreement, attached hereto as Exhibit “E”; G. Subcontractor Affidavit, attached hereto as Exhibit “F”; H. Plans and specifications, attached hereto collectively as Exhibit “G”, I. Final Affidavit, attached hereto as Exhibit “H”, J. The following which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Written Amendments and other documents amending, modifying, or supplementing the Contract Documents if properly adopted in writing and executed by the Parties; and K. City of Milton Code of Ethics. In the event of any discrepancy among the Contract Documents, that provision that inures most to the benefit of the City, as determined by the City in its sole discretion, shall govern. Section 2 Project Description The scope of this project generally consists of the addition of new curb and gutter, and sidewalks with other associated roadway, drainage, and shoulder work in accordance with the plans prepared by On Site Civil Group dated February 24, 2014. Section 3 The Work The Work is specified and indicated in the Contract Documents (the “Work”). In the event of any discrepancy among the Contract Documents, the provision operating most to the benefit of the City, as determined by the City in its sole discretion, shall govern. The Work previously described includes all material, labor, insurance, tools, equipment, and any other miscellaneous items necessary to complete the Work as described. Contractor shall complete the Work in strict accordance with the Contract Documents. Section 4 Contract Time This Contract shall take effect on ___________. Contractor agrees to complete the Project within 60 calendar days from the date of Notice to Proceed. Every effort will be made by Contractor to shorten this period. 3 Section 5 Contractor’s Compensation; Time and Method of Payment A. The total amount paid under this Agreement shall not, in any case, exceed $88,000.00 except as outlined in Section 6 below. City agrees to pay the Contractor for the work upon certification by the City that the Work was actually performed and costs actually incurred in accordance with the Agreement. This amount shall include all use, lease, or other taxes, and all expenses for personnel and equipment (including fuel) that Contractor will incur to provide the Work. Unless otherwise agreed in writing signed by both Parties, the compensation payable by the City to Contractor is limited to the price amount set forth in the Proposal Submittal Form, and City will not pay any other sum attributable to taxes, costs or expenses that Contractor may incur in providing the Work. B. Compensation for Work performed shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Work performed. Invoices shall be submitted on a monthly basis, and such invoices shall reflect charges incurred versus charges budgeted. Each invoice shall be accompanied by an Interim Waiver and Release upon Payment (or a Waiver and Release upon Final Payment in the case of the invoice for final payment) procured by the Contractor from all subcontractors in accordance with O.C.G.A. § 44-14-366. C. As long as the gross value of the completed work is less than 50% of the total contract amount and/or when satisfactory progress has not been achieved by the Contractor during any period for which payment is to be made, the City may retain a percentage of said payment, not to exceed ten percent (10%) of the maximum Contract Price to ensure performance of the Agreement. Said cause and progress shall be determined by the City, in its sole discretion, based on its assessment of any past performance of the Contractor and likelihood that such performance will continue. Upon completion of all contract requirements, retained amounts shall be paid promptly less any offsets or deductions authorized hereunder or by law. D. Any material deviations in tests or inspections performed, times or locations required to complete such tests or inspections and like deviations from the Work described in this Agreement shall be clearly communicated to the City before charges are incurred and shall be handled through change orders or construction change directives as described in Section 6 below. All invoices should be submitted to Rick Pearce (Budget and Procurement Coordinator), for approval. The City shall pay the Contractor within thirty (30) days after approval of the invoice by the City. No payments will be made for unauthorized work. Payment will be sent to the designated address by U.S. Mail only; payment will not be hand-delivered. E. The City may withhold payment or final payment for reasons including, but not limited to, the following: unsatisfactory job performance or progress, defective 4 work, disputed work, failure to comply with material provisions of the Agreement, third party claims filed or reasonable evidence that a claim will be filed or other reasonable cause. Section 6 Work Changes A. The City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written change orders executed by the Contractor and the City. Such change orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time to avoid delay or other unfavorable impacts as determined by the City in its sole discretion, the City shall have the right to determine reasonable terms and the Contractor shall proceed with the changed work. B. Any work added to the scope of this Agreement by a change order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written change order duly executed on behalf of the City and the Contractor. C. The City Manager has authority to execute without further action of the Milton City Council, any number of change orders so long as their total effect does not materially alter the terms of this Agreement or materially increase the total amount to be paid under this Agreement. Any such change orders materially altering the terms of this Agreement or increasing the total amount to be paid under this Agreement in excess of $50,000, must be approved by resolution of the Milton City Council. Section 7 Covenants of Contractor. A. Ethics Code Contractor agrees that it shall not engage in any activity or conduct that would be in violation of the City of Milton Code of Ethics. B. Time is of the Essence Contractor specifically acknowledges that TIME IS OF THE ESSENCE for completion of the Project. C. Expertise of Contractor Contractor accepts the relationship of trust and confidence established between it and the City, recognizing that the City’s intention and purpose in entering into this 5 Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the services in pursuit of the timely and competent completion of the Work undertaken by Contractor under this Agreement. D. Budgetary Limitations Contractor agrees and acknowledges that budgetary limitations are not a justification for breach of sound principals of Contractor’s profession and industry. Contractor shall take no calculated risk in the performance of the Work. Specifically, Contractor agrees that, in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principals of Contractor’s profession and industry, Contractor will give written notice immediately to the City. E. City’s Reliance on the Work The Contractor acknowledges and agrees that the City does not undertake to approve or pass upon matters of expertise of the Contractor and that; therefore, the City bears no responsibility for Contractor’s services performed under this Agreement. The Contractor acknowledges and agrees that the acceptance of Work by the City is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. The City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Contractor’s performance. Contractor further agrees that no approval of designs, plans, specifications, or work by any person, body or agency shall relieve Contractor of the responsibility for adequacy, fitness, suitability, and correctness of Contractor’s professional and industry standards or for performing services under this Agreement in accordance with sound and accepted professional and industry principals. F. Contractor’s Reliance of Submissions by the City Contractor must have timely information and input from the City in order to perform the services required under this Agreement. Contractor is entitled to rely upon information provided by the City, but Contractor shall be required to provide immediate written notice to the City if Contractor knows or reasonably should know that any information provided by the City is erroneous, inconsistent, or otherwise problematic. G. Contractor’s Representative ___________________________________ shall be authorized to act on Contractor’s behalf with respect to the Work as Contractor’s designated representative. 6 H. Assignment of Agreement The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Agreement, without the prior express written consent of the City. I. Responsibility of Contractor and Indemnification of City The Contractor covenants and agrees to take and assume all responsibility for the services rendered in connection with this Agreement. The Contractor shall bear all losses and damages directly or indirectly resulting to it on account of the performance or character of the services rendered pursuant to this Agreement. Contractor shall defend, indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, attorney’s fees, which may be the result of willful, negligent or tortuous conduct arising out of the Work, performance of contracted services, or operations by the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, regardless of whether or not the negligent act is caused in part by a part y indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against the City or any of its agents or employees, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Agreement. Contractor shall not be required to indemnify the City or its officers, boards, commissions, elected or appointed officials, employees or agents against liability or claims for damages, losses, or expenses, including attorney fees, arising out of bodily injury to persons, death, or damage to property caused by or resulting from the sole negligence of the City or its officers, boards, commissions, elected or appointed officials, employees or agents. 7 J. Independent Contractor Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the services; hiring of Contractors, agents or employees to complete the services; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. Any provisions of this Agreement that may appear to give the City the right to direct Contractor as to the details of the services to be performed by Contractor or to exercise a measure of control over such services will be deemed to mean that Contractor shall follow the directions of the City with regard to the results of such services only. The Contractor shall obtain and maintain, at the Contractor’s expense, all permits, licenses, or approvals that may be necessary for the performance of the services. The Contractor shall furnish copies of all such permits, licenses, or approvals to the City of Milton Representative within ten (10) days after issuance. Inasmuch as the City of Milton and the Contractor are contractors independent of one another neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto. The Contractor agrees not to represent itself as the City’s agent for any purpose to any party or to allow any employee of the Contractor to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Contractor shall assume full liability for any contracts or agreements the Contract enters into on behalf of the City of Milton without the express knowledge and prior written consent of the City. K. Insurance (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City Attorney to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. 8 (2) Minimum Limits of Insurance: Contractor shall maintain limits no less than: (a) Comprehensive General Liability of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (b) Comprehensive Automobile Liability (owned, non-owned, hired) of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (c) Professional Liability of $1,000,000 limit for claims arising out of professional services caused by the Contractor’s errors, omissions, or negligent acts. (d) Workers' Compensation limits as required by the State of Georgia and employers Liability limits of $1,000,000 per accident. (3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City, its officials, employees, agents and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, leased, or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officials, employees, agents or volunteers. (ii) The Contractor’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City, its officials, employees, agents or volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. 9 (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officials, employees, agents or volunteers. (iv) Coverage shall state that the Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Contractor for the City. (vii) All endorsements to policies shall be executed by an authorized representative of the insurer. (b) Workers' Compensation Coverage: The insurer will agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Contractor for the City. (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (iii) Policies shall include an endorsement incorporating the Indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 7(I) of this Agreement. (iv) Policies shall include an endorsement incorporating the Indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 7(I) of this Agreement. 10 (5) Acceptability of Insurers: Insurance is to be placed with insurers with an A.M. Bests' rating of no less than A: VII. (6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of work. The certificates of insurance and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance and endorsements shall be on a form utilized by Contractor’s insurer in its normal course of business and shall be received and approved by the City prior to execution of this Agreement by the City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the parties as additional insured. (8) Claims-Made Policies: Contractor shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement. L. Employment of Unauthorized Aliens Prohibited E-Verify Affidavits It is the policy of the City of Milton that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services within the State of Georgia unless: (1) the Contractor shall provide evidence on City-provided forms, attached hereto as Exhibits “E” and “F” (affidavits regarding compliance with the E-Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Contractor’s subcontractors have conducted a verification, under the federal Employment Eligibility Verification (“EEV” or “E-Verify”) program, of 11 the social security numbers, or other identifying information now or hereafter accepted by the E-Verify program, of all employees who will perform work on the City contract to ensure that no unauthorized aliens will be employed, or (2) the Contractor provides evidence that it is not required to provide an affidavit because it is licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing as of the date when the contract for services is to be rendered. The Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit “E”, and submitted such affidavit to City or provided the City with evidence that it is not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit “F”, which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to the City within five (5) business days of receipt from any subcontractor. Where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13- 10-91, the City Manager or his/her designee shall be authorized to conduct an inspection of the Contractor’s and Contractor’s subcontractors’ verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor’s subcontractors shall retain all documents and records of their respective verification process for a period of three (3) years following completion of the contract. Further, where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor’s subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor’s subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor’s subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. The 12 Contractor’s failure to cooperate with the investigation may be sanctioned by termination of the contract, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. Contractor agrees that the employee-number category designated below is applicable to the Contractor. [Information only required if a contractor affidavit is required pursuant to O.C.G.A. § 13-10-91.] ____ 500 or more employees. ____ 100 or more employees. ____ Fewer than 100 employees. Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the Contractor will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee-number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. M. Records, Reports and Audits (1) Records: (a) Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Agreement. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Agreement. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later. (b) All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. 13 (2) Reports and Information: Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Agreement in the form requested by the City. (3) Audits and Inspections: At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Agreement. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Agreement. N. Conflicts of Interest Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the City of Milton Code of Ethics. O. Confidentiality Contractor acknowledges that it may receive confidential information of the City and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, consultants, and/or staff to likewise protect such confidential information. The Contractor agrees that confidential information it receives or such reports, information, opinions or conclusions that Contractor creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether specifically deemed confidential or not. P. Licenses, Certifications and Permits The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, local boards, agencies, commissions, committees or other regulatory bodies in order to perform the services contracted for under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals. Q. Key Personnel All of the individuals identified in Exhibit “J” [NEED TO ADD IF USED] are necessary for the successful prosecution of the Work due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team, as listed in Exhibit “J”, without 14 written approval of the City. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the Work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Agreement and shall be grounds for termination. Contractor shall not subcontract with any third party for the performance of any portion of the Work without the prior written consent of the City. Contractor shall be solely responsible for any such subcontractors in terms of performance and compensation. R. Authority to Contract The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Agreement, if applicable. S. Ownership of Work All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the services to be performed by the Contractor (“materials”) shall be the property of the City and the City shall be entitled to full access and copies of all such materials. Any such materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such materials. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment. T. Meetings The Contractor is required to meet with the City’s personnel, or designated representatives, to resolve technical or contractual problems that may occur during the term of the contract, at no additional cost to the City. Meetings will occur as problems arise and will be coordinated by the City. The Contractor will be given a minimum of three full working days notice of meeting date, time, and location. Face-to-face meetings are desired. However, at the Contractor’s option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or to make a good faith effort to resolve problems, may result in termination of the contract. 15 Section 8 Covenants of the City A. Right of Entry The City shall provide for right of entry for Contractor and all necessary equipment along the Bethany Bend Road right-of-way, in order for Contractor to complete the Work. B. City’s Representative Jim Seeba shall be authorized to act on the City’s behalf with respect to the Work as the City’s designated representative Section 9 Warranty Except as may be otherwise specified or agreed, the Contractor shall repair all defects in materials, equipment, or workmanship appearing within one year from the date of Final Completion of the Project at no additional cost to the City. An inspection shall be conducted by the City or its representative(s) near the completion of the one-year general warranty period to identify any issues that must be resolved by the Contractor. Section 10 Termination A. The City may terminate this Agreement for convenience at any time upon written notice to Contractor. In the event of a termination for convenience, Contractor shall take immediate steps to terminate work as quickly and effectively as possible and shall terminate all commitments to third-parties unless otherwise instructed by the City. Provided that no damages are due to the City for Contractor’s failure to perform in accordance with this Agreement, the City shall pay Contractor for work performed to date in accordance with Section 5 herein. The City shall have no further liability to Contractor for such termination. B. The City may terminate this Agreement for cause if Contractor breaches any material provision of this Agreement. The City shall give Contractor seven (7) days written notice of its intent to terminate the Agreement and the reasons therefore, and, if Contractor, or its Surety, fails to cure the default within that period, the termination shall take place without further notice. The City shall then make alternative arrangements for completion of the Project and deduct the cost of completion from the unpaid Contract Price. The City will make no payment to the Contractor or its Surety until all costs of completing the Project are paid. If the unpaid balance of the amount due the Contractor, according to this agreement, exceeds the cost of finishing the Project, the Contractor or its Surety will receive the applicable funds due. If the costs of completing the Project exceed the unpaid balance, the Contractor or its Surety will pay the difference to the City. 16 C. If the City terminates this Agreement for cause, and it is later determined that the City did not have grounds to do so, the termination will be treated as a termination for convenience under the terms of this Section (A) above. D. Upon termination, the Contractor shall: (1) promptly discontinue all services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Agreement, whether completed or in process, in the form specified by the City. E. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Agreement or at law or in equity. Section 11 Miscellaneous A. Complete Agreement. This Agreement contains all of the understandings and agreements of whatsoever kind and nature existing between the parties hereto with respect to the subject matter contained herein. B. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Georgia. C. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. D. Invalidity of Provisions. Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall continue in full force and effect as if this Agreement had been executed with the invalid portion hereof eliminated, it being the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts or portions which may for any reason be hereafter declared invalid. E. Notice. All notices requests, demands and other communications hereunder shall be in writing and shall be deemed received, and shall be effective when personally delivered or on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested or upon actual delivery when sent via national overnight commercial carrier to the parties at the addresses given below, unless a substitute address shall first be furnished to the other parties by written notice in accordance herewith: 17 NOTICE TO CITY shall be sent to: City of Milton Attn: City Manager 13000 Deerfield Parkway, Suite 107F Milton, Georgia 30004 NOTICE TO CONTRACTOR shall be sent to: Mr. James Urey, Urey Companies, LLC, 5755 North Point Parkway, Suite 97, Alpharetta, GA 30022 F. Sovereign Immunity. Nothing contained in this Agreement shall be construed to be a waiver of the City’s sovereign immunity or any individual’s qualified good faith or official immunities. G. Force Majeure. Neither the City nor Contractor shall be liable for their respective non-negligent or non-willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of their respective duties or obligations under this Agreement or for any delay in such performance due to: (i) any cause beyond their respective reasonable control; (ii) any act of God; (iii) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (iv) earthquake, fire, explosion or flood; (v) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of Contractor; (vi) delay or failure to act by any governmental or military authority; or (vii) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts and all other obligations shall remain intact. H. Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. I. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Consultant agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any 18 employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Consultant agrees to comply with all applicable implementing regulations and shall include the provisions of this Section I in every subcontract for services contemplated under this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal as of the date first above written. [SIGNATURES ON FOLLOWING PAGE] 19 Urey Companies, LLC ___________________________________ Signature _______________________________________________ Print Name _______________________________________________ Title [AFFIX CORPORATE SEAL] SIGNED, SEALED, AND DELIVERED In the presence of: _____________________________ Witness (Corporate Secretary should attest) _______________________________________ Print Name _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: __________________ MILTON CITY COUNCIL: Joe Lockwood, Mayor ___________________________________ [CITY SEAL] SIGNED, SEALED, AND DELIVERED In the presence of: _____________________________ Witness _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: __________________ 20 | P a g e 1 4 -P W 2 EXHIBIT “A” REQUEST FOR BID 21 | P a g e 1 4 -P W 2 CITY OF MILTON INVITATION TO BID (THIS IS NOT AN ORDER) Bid Number: 14-PW2 Project Name: Webb Road Sidewalk Improvements Due Date and Time: March 21, 2014 Local Time: 2:00pm Number of Pages: 59 ISSUING DEPARTMENT INFORMATION Issue Date: February 24, 2014 City of Milton Public Works Department 13000 Deerfield Pkwy, Suite 107G Milton, Ga. 30004 Phone: 678-242-2500 Fax: 678-242-2499 Website: www.cityofmiltonga.us INSTRUCTIONS TO BIDDERS Return Submittal to: City of Milton Attn: Rick Pearce, Purchasing Office 13000 Deerfield Pkwy Suite 107G Milton, Ga. 30004 Mark Face of Envelope/Package: Bid Number: 14-PW2 Name of Firm Special Instructions: Deadline for Written Questions March 14, 2014, 5 pm Email questions to Rick Pearce at rick.pearce@cityofmiltonga.us BIDDERS MUST COMPLETE THE FOLLOWING Bidder Name/Address: Authorized Bidder Signatory: (Please print name and sign in ink) Bidder Phone Number: Bidder FAX Number: Bidder Federal I.D. Number: Bidder E-mail Address: BIDDERS MUST RETURN THIS COVER SHEET WITH BID RESPONSE 22 | P a g e 1 4 -P W 2 Table of Contents Topic Page Invitation to Bid 3 Bidding Instructions (What must be submitted) 4 Insurance/Bond Requirements 5 Bid Form and Addenda Acknowledgement 9 Bid Bond 11 Qualifications Signature and Certification 14 Corporate Certificate 14 List of Subcontractors 15 Contractor Affidavit and Agreement (eVerify) 16 Bid Submittal Form 17 Disclosure Form 18 General Conditions 19 EPD Air Quality Rules 24 Project Specifications 25 Schedule of Events 32 Sample Contract Agreement 33 23 | P a g e 1 4 -P W 2 CITY OF MILTON Invitation to Bid: 14-PW2 Sealed bids will be received no later than 2:00 PM Local Time on March 21, 2014. Sealed bids shall be submitted to: City of Milton Attn: Rick Pearce, Purchasing Office 13000 Deerfield Pkwy Suite 107G Milton, Ga. 30004. At approximately 2:10 PM Local Time on the day bids are received the bids will be publicly opened and the bidder’s name and total bid amount will be read aloud at: City of Milton Courthouse 13000 Deerfield Parkway, Suite 107E, Milton, GA 30004. Bids received after the above time or in any other location other than the Purchasing Office will not be accepted. Bids shall be presented in a sealed envelope with the bid number 14-PW2 and the name of the company or firm submitting clearly marked on the outside of the envelope. ONE (1) ORIGINAL (PAPER) AND TWO (2) COPIES (PAPER) AND A PDF COPY OF THE BID ON CD MUST BE SUBMITTED. Bids will not be accepted verbally, by fax, or email. Questions must be in writing. For questions, please email Rick Pearce at rick.pearce@cityofmiltonga.us. Deadline for questions is March 14, 2014 at 5:00pm. Official answers to questions and potential changes to the ITB (Addendums) will be posted at the same web locations as the ITB on or about March 17, 2014. Any other form of interpretation, correction, or change to this ITB will not be binding upon the City. It is the bidder’s responsibility to check the websites for potential updates. Please refer to Bid 14-PW2 Webb Road Sidewalk Improvements when requesting information. The City of Milton reserves the right to reject any or all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Milton. The selected contractor must be able to start work within ten (10) calendar days after the “Notice to Proceed” is issued. The time of completion for the project is sixty (60) calendar days from the date of the “Notice to Proceed.” If weather affects the required completion schedule, The City and selected contractor will negotiate a new completion date. Section 108.08 of the State of Georgia Department of Transportation Standard Specifications Construction of Transportation Systems (current edition) shall be applied. 24 | P a g e 1 4 -P W 2 BIDDING INSTRUCTIONS FAILURE TO RETURN THE FOLLOWING BID DOCUMENTS COULD RESULT IN THE BID BEING DEEMED NON-RESPONSIVE AND BEING REJECTED: Item Description Page(s) 1 Filled out and Signed Invitation to Bid Cover Sheet 1 2 Bid Form and Addenda Acknowledgement (2 pages) 9-10 3 Bid Bond (3 pages) 11-12-13 4 Qualification Signature and Certification 14 5 List of Subcontractors 15 6 Contractor Affidavit and Agreement (eVerify)- State Law 16 7 Bid Submittal Form 17 8 Disclosure Form 18 9 Qualification sheet listing a minimum of 3 projects of similar scope and references Use your own form INFORMATION AND INSTRUCTIONS The purpose of this solicitation is to enter into a lump sum “purchasing contract” with one firm to be the primary supplier of the Webb Road Sidewalk Improvements, 14-PW2. No specification expressed or implied shall be construed as any type of restrictive specification that would limit competition. The City reserves the right to cancel the contract at any time with 30 days written notice. Title to any supplies, materials, equipment or other personal property shall remain the Contractors’ until fully paid for by the City. All items to be bid FOB, Milton, Georgia. No sales taxes are to be charged. Any damage to any building or traffic control device, or equipment incurred during the course of work shall be repaired at the contractor’s expense to the complete satisfaction of the City of Milton with no additional expense to the City. EVALUATION The City intends to evaluate the ITB on the lowest, best, responsible, and responsive vendor. 25 | P a g e 1 4 -P W 2 INSURANCE REQUIREMENTS Within 10 days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Insurance requirements are provided below and included in the CONTRACT AGREEMENT (section K). (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City Attorney as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with limits no less than: (a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, including coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, vandalism, property loss and theft. (b) Comprehensive Automobile Liability (owned, non-owned, hired) of $1,000,000 (one million dollars) combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 (one million dollars) per accident. (3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City and City Parties are to be covered as insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City or City Parties. (ii) The Contractor’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City or City Parties. Any insurance or self-insurance maintained by the 26 | P a g e 1 4 -P W 2 City or City Parties shall be in excess of the Contractor’s insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City or City Parties. (iv) Coverage shall state that the Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City for General Liability coverage only. (b) Workers' Compensation Coverage: The insurer providing Workers’ Compensation Coverage will agree to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (5) Acceptability of Insurers: Insurance is to be placed with insurers authorized to do business in the State of Georgia and with an A.M. Bests' rating of no less than A:VI. (6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of Work. The certificate of insurance and endorsements shall be on a form utilized by Contractor’s insurer in its normal course of business and shall be received and approved by the City within ten (10) days of the Notice of Award. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All 27 | P a g e 1 4 -P W 2 coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the Parties as additional insureds. (8) Claims-Made Policies: Contractor shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement, except the City need not be named as an additional insured and loss payee on any Workers’ Compensation policy. BONDING REQUIREMENTS Each bid must be accompanied with a BID BOND (bond only: certified checks or other forms are not acceptable) in an amount equal to five percent (5%) of the base bid, payable to the City of Milton. Said bid bond guarantees the bidder will enter into a contract to construct the project strictly within the terms and conditions stated in this bid and in the bidding and contract documents, should the construction contract be awarded. The Successful Bidder shall be required to furnish PAYMENT AND PERFORMANCE BONDS for the faithful performance on the contract and a bond to secure payment of all claims for materials furnished and/or labor performed in performance of the project, both in amounts equal to one hundred percent (100%) of the contract price. The Successful Bidder shall also be required to furnish a MAINTENANCE BOND, in the amount of one-third (1/3) of the contract price, guaranteeing the repair or replacement caused by defective workmanship or materials for a period of two (2) years from the completion of construction. Bonds shall be issued by a corporate surety appearing on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to do business in the State of Georgia. Bonds shall be on the forms provided by the City and subject to the review and approval of the City Attorney. Date of Bond must not be prior to date of Contract. If Contractor is a Partnership, all partners shall execute Bond. OATH Prior to commencing the Work, the successful bidder shall execute a written oath as required by O.C.G.A. §§ 32-4-122 and 36-91-21(e). 28 | P a g e 1 4 -P W 2 COST OF PREPARING A BID The costs for developing and delivering responses to this ITB and any subsequent presentations of the proposal as requested by the City are entirely the responsibility of the bidder. The City is not liable for any expense incurred by the bidder in the preparation and presentation of their proposal. All materials submitted in response to this ITB become the property of the City of Milton. 29 | P a g e 1 4 -P W 2 [BIDDERS MUST RETURN THESE SHEETS WITH BID RESPONSE] (2 PAGES) BID FORM and ADDENDA ACKNOWLEDGEMENT TO: PURCHASING OFFICE CITY OF MILTON MILTON, GEORGIA 30004 Ladies and Gentlemen: In compliance with your Invitation To Bid, the undersigned, hereinafter termed the Bidder, proposes to enter into a Contract with the City of Milton, Georgia, to provide the necessary machinery, tools, apparatus, other means of construction, and all materials and labor specified in the Contract Documents or as necessary to complete the Work in the manner therein specified within the time specified, as therein set forth, for: Bid Number 14-PW2 Webb Road Sidewalk Improvements The Bidder has carefully examined and fully understands the Contract, Specifications, and other documents hereto attached, has made a personal examination of the Site of the proposed Work, has satisfied himself as to the actual conditions and requirements of the Work, and hereby proposes and agrees that if his bid is accepted, he will contract with the City of Milton in full conformance with the Contract Documents. Unless otherwise directed, all work performed shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition). All materials used in the process of completion of the work included in the Contract will be furnished from Georgia Department of Transportation certified suppliers only. It is the intent of this Bid to include all items of construction and all Work called for in the Specifications, or otherwise a part of the Contract Documents. In accordance with the foregoing, the undersigned proposes to furnish and construct the items listed in the attached plans for the lump sum price stated. The Bidder agrees that the cost of any work performed, materials furnished, services provided or expenses incurred, which are not specifically delineated in the Contract Documents but which are incidental to the scope, intent, and completion of the Contract, shall be deemed to have been included in the prices bid for the various items scheduled. The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces and equipment within ten (10) calendar days from receipt of Notice to Proceed and to complete all Work within sixty (60) calendar days from the Notice to Proceed. If weather affects the required completion schedule, The City and selected Bidder will negotiate a new completion date. 30 | P a g e 1 4 -P W 2 Attached hereto is an executed Bid Bond in the amount of __________________ Dollars ($ (Five Percent of Amount Bid). If this bid shall be accepted by the City of Milton and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Milton may, at its option, determine that the undersigned abandoned the Contract and there upon this bid shall be null and void, and the sum stipulated in the attached Bid Bond shall be forfeited to the City of Milton as liquidated damages. Bidder acknowledges receipt of the following addenda: Addendum No. Date viewed _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ Bidder further declares that the full name and resident address of Bidder’s Principal is as follows: Signed, sealed, and dated this _______ day of _____________, 20_____ Bidder _______________________ (Seal) Company Name Bidder Mailing Address: ___________________________________________ ___________________________________________ ___________________________________________ Signature: ____________________________ Print Name: ______________________________________ Title: ____________________________ 31 | P a g e 1 4 -P W 2 [BIDDERS MUST RETURN THESE SHEETS WITH BID RESPONSE] (3 PAGES) BID BOND CITY OF MILTON, GEORGIA BIDDER (Name and Address): SURETY (Name and Address of Principal Place of Business): OWNER (hereinafter referred to as the “City” (Name and Address): City of Milton, Georgia ATTN: Purchasing Office 13000 Deerfield Parkway, Suite 107G Milton, Georgia 30004 BID BID DUE DATE: Webb Road Sidewalk Improvements: BOND BOND NUMBER: DATE (Not later that Bid due date): PENAL SUM: _______________________________________________________________________ (Words) (Figures) IN WITNESS WHEREOF, Surety and Bidder, intending to be legally bound hereby to the City, subject to the terms printed below or on the reverse side hereof, do each cause this Bid Bond to be duly executed on its behalf by its authorized officer, agent or representative. BIDDER SURETY (Seal) (Seal) Bidder’s Name and Corporate Seal Surety’s Name and Corporate Seal By: By: ___________________________ Signature and Title: Signature and Title: (Attach Power of Attorney) Attest: Attest:_________________________ Signature and Title: Signature and Title: Note: (1) Above addresses are to be used for giving any notice required by the terms of this Bid Bond. (2) Any singular reference to Bidder, Surety, the City or any other party shall be considered plural where applicable. 1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to pay to the City upon Default of Bidder the penal sum set forth on the face of this Bond. 2. Default of Bidder shall occur upon the failure of Bidder to deliver within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents. 3. This obligation shall be null and void if: 3.1 The City accepts Bidder’s Bid and Bidder delivers within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents; or 3.2 All Bids are rejected by the City; or 3.3 The City fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any extension of that time agreed to in writing by Bidder and, if applicable, consented to by Surety when required by paragraph 5 hereof). 4. Payment under this Bond will be due and payable upon Default by Bidder within 30 calendar days after receipt by Bidder and Surety of a written Notice of Default from the City, which Notice will be given with reasonable promptness and will identify this Bond and the Project and include a statement of the amount due. 5. Surety waives notice of, as well as any and all defenses based on or arising out of, any time extension to issue a Notice of Award agreed to in writing by the City and Bidder, provided that the total time, including extensions, for issuing a Notice of Award shall not in the aggregate exceed 120 days from Bid due date without Surety’s written consent. 6. No suit or action shall be commenced under this Bond either prior to 30 calendar days after the Notice of Default required in paragraph 4 above is received by Bidder and Surety or later than one year after Bid due date. 7. Any suit or action under this Bond shall be commenced only in a court of competent jurisdiction located in the State of Georgia. 8. Notices required hereunder shall be in writing and sent to Bidder and Surety at their respective addresses shown on the face of this Bond. Such notices may be sent by personal delivery, commercial courier or by United States Registered or Certified Mail, return receipt requested, postage pre-paid, and shall be deemed to be effective upon receipt by the party concerned. 9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority of the officer, agent or representative who executed this Bond on behalf of Surety to execute, seal and deliver such Bond and bind the Surety thereby. 33 10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any applicable statute that has been omitted from this Bond shall be deemed to be included herein as if set forth at length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute shall govern and the remainder of this Bond that is not in conflict therewith shall continue in full force and effect. 11. The term “Bid” as used herein includes a Bid, offer or proposal, as applicable under the particular circumstances. 12. The terms of this Bid Bond shall be governed by the laws of the State of Georgia. 34 [BIDDERS MUST RETURN THIS SHEET WITH BID RESPONSE] QUALIFICATIONS SIGNATURE AND CERTIFICATION I certify that this offer is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign this proposal for the proposer. I further certify that the provisions of the Official Code of Georgia Annotated, including but not limited to Title 32, Chapter 4, Article 4, Part 2 and Sections 45-10-20 et seq. have not been violated and will not be violated in any respect. Authorized Signature______________________________Date_______________________ Print/Type Name_________________________________ Print/Type Company Name Here_______________________________________________ CORPORATE CERTIFICATE I, ___________________________________, certify that I am the Secretary of the Corporation named as Contractor in the foregoing bid; that _______________________________________ who signed said bid in behalf of the Contractor, was then (title)_________________________ of said Corporation; that said bid was duly signed for and in behalf of said Corporation by authority of its Board of Directors, and is within the scope of its corporate powers; that said Corporation is organized under the laws of the State of _________________________________. This _________________ day of ________________, 20______ ______________________________________(Seal) (Signature) 35 [BIDDERS MUST RETURN THIS SHEET WITH BID RESPONSE] LIST OF SUBCONTRACTORS I do _________, do not _______, propose to subcontract some of the work on this project. I propose to Subcontract work to the following subcontractors: Company Name:___________________________________________________ 36 [BIDDERS MUST RETURN THIS SHEET WITH BID RESPONSE] EXHIBIT “F” CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13 -10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13 -10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contr act period and the undersigned contractor will contract for the physical 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(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ eVerify Number _________________________________ Date of Authorization ___________________________ Name of Contractor Webb Road Sidewalk Improvements Name of Project City of Milton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 201__ 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 ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _________________________________ 37 | P a g e [BIDDERS MUST RETURN THESE SHEETS WITH BID RESPONSE] Bid Submittal Form Webb Road Sidewalk Improvements The undersigned, as bidder, declares and represents that it has examined the site of the work and informed himself/herself fully in regard to all conditions pertaining to the place where the work is to be performed, including those conditions affecting the cost of the work and the delivery, handling and storage of materials and equipment. The bidder has examined and read the Bidding Document and has satisfied himself/herself that the Bidding Document is an adequate and acceptable reflection of the work which is required to be performed and that the bidder is willing and able to perform all of the work necessary. The bidder further certifies that no additional information is required to complete the work encompassed by this bid within the cost and schedule established and agreed upon within this bidding document. Hereby proposes and agrees, if this bid for the above named project is accepted to enter into a contract to perform all work necessary to the successful completion of the contract; and to supply all required submittals as indicated or specified in the ITB and the bid documents to be performed or furnished by bidder for the for the total contract price of: Total Base Bid Price (Lump Sum) $___________________________ Print Dollar Amount________________________________________ COMPANY___________________________________________________________________ ADDRESS____________________________________________________________________ AUTHORIZED SIGNATURE____________________________________________________ PRINT / TYPE NAME __________________________________________________________ TITLE _____________________________________________________ 38 | P a g e [BIDDERS MUST RETURN THIS SHEET WITH BID RESPONSE] DISCLOSURE FORM This form is for disclosure of campaign contributions and family member relations with City of Milton officials/employees. Please complete this form and return as part of your bid package when it is submitted. Name of Bidder __________________________________________________ Name and the official position of the Milton Official to whom the campaign contribution was made (Please use a separate form for each official to whom a contribution has been made in the past two (2) years.) ________________________________________________________________ List the dollar amount/value and description of each campaign contribution made over the past two (2) years by the Applicant/Opponent to the named Milton Official. Amount/Value Description ________________ ___________________________________________ ________________ ___________________________________________ ________________ ___________________________________________ Please list any family member that is currently (or has been employed within the last 9 months) by the City of Milton and your relation: ________________ ___________________________________________ _________________ ___________________________________________ 39 | P a g e GENERAL CONDITIONS Unless otherwise directed, all work performed under this contract shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition), and Special Provisions modifying them, except as noted below. SECTION 101 DEFINITION AND TERMS Section 101.14 Delete as written and substitute the COMMISSIONER following: DIRECTOR OF PUBLIC WORKS, CITY OF MILTON Section 101.22 Delete as written and substitute the DEPARTMENT following: PUBLIC WORKS DEPARTMENT CITY OF MILTON Section 101.24 Delete as written and substitute the ENGINEER following: DIRECTOR OF PUBLIC WORKS, CITY OF MILTON, ACTING DIRECTLY OR THROUGH A DULY AUTHORIZED REPRESENTATIVE OF THE DIRECTOR Section 101.84 Add: DIRECTOR OF PUBLIC WORKS CITY OF MILTON SECTION 102 BIDDING REQUIREMENTS AND CONDITIONS Section 102.05 EXAMINATION OF PLANS, Add the following paragraph: SPECIFICATIONS, SPECIAL PROVISIONS, AND SITE OF THE WORK “The City will not be responsible for Bidders’ errors or misjudgment, nor for any information on local conditions or general laws and regulations.” Section 102.07 REJECTION OF Add the following subparagraphs PROPOSALS “I. The City reserves the right to reject any and all bids, to waive technicalities, and to make an award as deemed in its best interest. It is understood that all bids are made subject to this Agreement, that the City reserves the right to award the bid to 40 | P a g e the lowest, responsible Bidder, and in arriving at this decision, full consideration will be given to the reputation of the Bidder, his financial responsibility, and work of this type successfully completed. “J. The City also reserves the right to reject any and all bids from any person, firm, or corporation who is in arrears in any debt or obligation to The City of Milton, Georgia.” Section 102.08 PROPOSAL Substitute the following for the first GUARANTY sentence “No bid will be considered unless it is accompanied by an acceptable bid bond an amount not less than five percent (5%) of the amount bid and made payable to City of Milton, Georgia. Such Bid Bond shall be on the forms provided by the City.” Add Section 102.15 ADDENDA AND INTERPRETATION Delete in its entirety and substitute the following: Bids shall be submitted on the Bid Form provided by the City. The bid package as described in Notice to Contractors, Page 1 must be submitted with the bid. Failure to do so could result in the omission of pertinent documents and the rejection of the apparent low bid.” Section 102.09 DELIVERY OF PROPOSALS: Add the following as 102.15: “No interpretation of the meaning of the Contract Documents will be made orally to any Bidder. Any request for such interpretation should be in writing addressed to the Purchasing Department, The City of Milton 13000 Deerfield Pkwy., Suite 107G Milton, Ga. 30004. TEL. 678/242-2500, FAX 678/242-2499.Each such interpretation shall be given in writing, separately numbered and dated, and furnished to each interested Bidder. Any request not received 41 | P a g e in time to accomplish such interpretation and distribution will not be accepted. SECTION 103 AWARD OF AWARD AND EXECUTION OF CONTRACT Section 103.02 AWARD OF CONTRACT Delete in its entirety and substitute the following: “The contract, if awarded, shall be awarded to the lowest responsible bidder. The City of Milton reserves the right to exercise exclusive discretion as to the responsibility of any bidder. The contract shall be executed on the forms attached, will be subject to all requirements of the Contract Document, and shall form a binding Contract between the contracting parties.” Section 103.05 REQUIREMENTS OF Delete in its entirety and substitute the CONTRACT BONDS following: “At the time of the execution of the contract, and as a part thereof, the successful bidder shall furnish Contract Bond Below: Performance Bond in the full amount of the contract. Payment Bond in the full amount of the contract. Maintenance bond in the amount of one-third (1/3) of the contract. “ Section 103.07 FAILURE TO Delete in its entirety and substitute the EXECUTE CONTRACT following: “Failure to execute the Contract Performance, Payment or Maintenance Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days after the date of Notice of Award of the Contract, may be just cause for the annulment of the award and for the forfeiture of the proposal guaranty to the City of Milton, not as a penalty, but as liquidation of damages sustained. At the discretion of the City, the award may then be made to the next lowest bidder, may be 42 | P a g e re-advertised, or may be constructed by City forces. The Contract and Contract bonds shall be executed in quadruplicate.” SECTION 107 LEGAL REGULATIONS AND RESPONSIBILITY TO THE PUBLIC Section 107.18 ACQUISITION OF Add the following paragraph: RIGHT OF WAY “The Contractor shall inspect all easements and rights-of-way to ensure that the City has obtained all land and rights-of-way necessary for completion of the Work to be performed pursuant to the Contract Documents. The Contractor shall comply with all stipulations contained in easements acquired by the Department.” Section 107.21 CONTRACTORS Add the following sentence to Paragraph A: RESPONSIBILITY FOR UTILITY PROPERTY AND SERVICE “The Contractor is responsible for the location of above and below ground Utilities and structures which may be affected by the Work.” SECTION 109 MEASUREMENT AND PAYMENT Section 109.07 PARTIAL PAYMENTS Delete the first sentence of the Second Paragraph under ‘A. General” As long as the gross value of completed work is less than 50% of the total Contract amount, or if the Contractor is not maintaining his construction schedule to the satisfaction of the Engineer, the Department shall retain 10% of the gross value of the work that has been completed as indicated by the current estimate certified by the Engineer for payment. Section 109.08 FINAL PAYMENT Delete in its entirety and substitute the following. “Final Payment: Upon completion by the Contractor of the work, including the receipt 43 | P a g e of any final written submission of the Contractor and the approval thereof by the Department, the CITY will pay the Contractor a sum equal to 100 percent (100%) of the compensation set forth herein, less the total of all previous partial payments, paid or in the process of payment. The Contractor agrees that acceptance of this final payment shall be in full and final settlement of all claims arising against the CITY for work done, materials furnished, costs incurred, or otherwise arising out of this Agreement and shall release the CITY from any and all further claims of whatever nature, whether known or unknown for and on account of said Agreement, and for any and all work done, and labor and materials furnished, in connection with same.” 44 | P a g e ***NOTICE TO CONTRACTORS*** EPD AIR QUALITY RULES ON OPEN BURNING REFER TO CHAPTER 391-3-1-02-05 . For additional/information, please contact: Georgia Department of Natural Resources Environmental Protection Division Air Protection Branch 4244 International Parkway, Suite 120 Atlanta, GA 30354 404/363-7000; 404/362-2534 – FAX 45 | P a g e Project Specifications 1.0 General Conditions a) General Description of Project Scope: Contractor to bid on the following scope (See also Location Maps and Detailed Scope of Work). Contractor required to visit the sites prior to submitting bid to confirm scope. The general scope of work will consist of the construction of approximately 980 linear feet of sidewalk located on Webb Road in the City of Milton, Georgia. Associated with this work will be all clearing, grading, curb and gutter, storm drainage structures, other structures and other work as described and depicted in the Civil Constructions Plans prepared by On Site Civil Group, stamped and sealed 2/24/2014. A link to these plans is provided in this document. b) One lane of traffic shall be open at all times. Lane closures shall be restricted to the hours of 9 am to 4 pm. c) Construction activity within 1,000 feet of an occupied residence will be allowed Mon.-Fri. between the hours of 7:30 AM and 7:30 PM and Sat. between 8:30 AM and 5:00 PM. Construction activity more than 1000 feet from an occupied residence will be allowed Mon.- Fri. between the hours of 7:00 AM and 10:00 PM and Sat. between the hours of 8:30 AM and 6:00 PM. d) Contractor must notify the City of Milton (678) 242-2500, twenty-four (24) hours prior to beginning construction. e) Burial of construction materials is not permitted within the City of Milton. All construction materials and debris within the work area shall be properly disposed of by the contractor. f) The contractor is responsible for any damaged property which occurs as a result of this project. The contractor shall replace any damaged property at his own expense. g) Unless otherwise stated, the City shall provide all necessary permits and easements associated with this project prior to issuance of the Notice to Proceed. h) There shall be no changes made to the Scope of Work without prior approval from the City PWD. 2.0 Materials, Equipment and Employees a) The contractor shall, unless otherwise specified, supply and pay for all labor, transportation, materials, tools, apparatus, lights, power, fuel, sanitary facilities and incidentals necessary for the completion of his work, and shall install, maintain and remove all equipment of the construction, other utensils or things, and be responsible for the safe, proper and lawful construction, maintenance and use of same, and shall construct in the best and most workmanlike manner, a complete job and everything incidental thereto, as shown on the plans, stated in the specifications, or reasonably implied there from, all in accordance with the contract documents. 46 | P a g e b) All materials shall be new and of quality specified, except where reclaimed material is authorized herein and approved for use. Workmanship shall at all times be of a grade accepted as the best practice of the particular trade involved, and as stipulated in written standards of recognized organizations or institutes of the respective trades except as exceeded or qualified by the specifications. c) No changes shall be made in the Work except upon written approval and change order of the city. d) Products are generally specified by ASTM or other reference standard and/or by manufacturer’s name and model number or trade name. When specified only by reference standard, the Contractor may select any product meeting this standard, by any manufacturer. When several products or manufacturers are specified as being equally acceptable, the Contractor has the option of using any product and manufacturer combination listed. However, the contractor shall be aware that the cited examples are used only to denote the quality standard of product desired and that they do not restrict bidders to a specific brand, make, manufacturer or specific name; that they are used only to set forth and convey to bidders the general style, type, character and quality of product desired; and that equivalent products will be acceptable. Substitution of materials, items or equipment of equal or equivalent design shall be submitted to the architect or engineer for approval or disapproval; such approval or disapproval shall be made by the architect or engineer prior to the opening of bids. e) If at any time during the construction and completion of the work covered by these contract documents, the conduct of any workman of the various crafts be adjudged a nuisance to the Owner or if any workman be considered detrimental to the work, the Contractor shall order such parties removed immediately from the site. f) The contractor shall designate a foreman/superintendent who shall direct the work. 3.0 Erosion and Sediment Control a) The contractor will provide suitable erosion and sediment control measures so as to prevent sediment from leaving the site. Maintenance of erosion and sediment control measures is required at all times. The contractor shall have certified erosion and sediment control personnel on site at all times. All NPDES, GSWCC and City of Milton guidelines should be followed. b) All erosion and sediment control work shall be performed in accordance with the standards provided in the Georgia Manual for Erosion and Sediment Control in Georgia, latest edition. c) Provide double row of Type C silt fence along the down slope side of all disturbed areas or as may be indicated on the construction documents. All barriers shall be in place prior to any land disturbing activities. 47 | P a g e d) Silt fences and hay bale barriers shall be cleaned or replaced and maintained in functional condition until permanent erosion control measures are established. All silt fences and other temporary measures will be removed by the contractor/developer when the site is stable. e) Silt fence fabric shall be comprised of Ga. Department of Transportation qualified products Section 171, type “C”, for silt fence fabric. Type “A” silt fence fabric and construction may be allowed with prior written approval from the land development inspector or where specified on the construction documents. f) Temporary vegetation and/or heavy mulch will be used to stabilize areas. In no case shall a site be left bare for more than fourteen (14) days. g) No clearing beyond the limits of disturbance shown on the approved plans shall be allowed without approval. h) Provide matting, temporary and permanent seeding of all slope faces. i) Provide a minimum of ½ inch of mulching, temporary and permanent seeding of all other disturbed areas. 4.0 Earthwork a) The area within the typical grading section shall be cleared of all trees, brush, stumps, logs, grass roots, vegetable matter, poles, stubs, rubbish, refuse dumps, sawdust piles, and all other matter resting on or protruding through the original ground surface or appearing or being placed on the area within the typical grading section before final acceptance of work. b) All depressions below the ground surface containing water shall be drained, unsuitable material removed and filled with suitable material and compacted to the ground surface before the embankment proper is begun. Any area deemed jurisdictional under federal, state or local regulations shall obtain required approvals or permits prior to any land disturbing activities in those areas. c) Sub-grade preparation shall be in accordance with GDOT specifications and these regulations. 48 | P a g e d) If any sections of the sub-grade are composed of topsoil, organic, or other unsuitable or unstable material, such material shall be removed and replaced with suitable material and then thoroughly compacted as specified for fill or stabilized with stone or a geo-textile or geo-grid. e) Fill shall be placed in uniform, horizontal layers not more than 8" thick (loose measurement). Moisture content shall be adjusted as necessary to compact material to 95% maximum laboratory dry density as determined by AASHTO method T-99. f) After the earthwork has been completed, all storm drainage, water, and sanitary sewer utilities have been installed within the right-of-way as appropriate, and the backfill in all such ditches thoroughly compacted, the sub-grade shall be brought to the lines, grades, and typical roadway section shown on the plans. g) Provisions shall be made by the contractor to ensure adequate drainage and prevent possible damage to the work area. 5.0 Utilities a) The contractor shall be required to coordinate and manage any and all utility locates and/or relocations within the scope of this project. 6.0 Performance a) All work performed shall be in accordance City of Milton and GDOT Construction Standards and specifications. The contractor will adhere to all current State and Federal construction safety regulations, including OSHA regulations. The Contractor will conform to MUTCD and the State of Georgia Department of Transportation standards for traffic control. The Contractor must maintain a safe work zone for their employees, pedestrians, and vehicular transportation. All work shall be inspected and approved by the City of Milton Department of Public Works (MDPW). 7.0 Safety Requirements a) The Contractor shall be responsible for the entire site and the construction of the same and provide all the necessary protections as required by laws or ordinances governing such conditions and as required by the Owner or Designer. He shall be responsible for any damage to the Owner's property or that of others on the job, by himself, his personnel or his subcontractors, and shall make good such damages. He shall be responsible for and pay for any claims against the Owner arising from such damages. b) The Contractor shall provide all necessary safety measures for the protection of all persons on the work. Contractor shall clearly mark or post signs warning of hazards existing, and shall barricade excavations and similar hazards. He shall protect against damage or injury resulting from falling materials and he shall maintain all protective devices and signs throughout the progress of the work. 8.0 Wetlands and Stream Buffers a) No work shall be permitted within any designated wetland or stream buffer area without prior approval of the City of Milton. Wetland areas and Stream buffers 49 | P a g e shall be designated by the City of Milton prior to the issuance of a notice to Proceed. 9.0 Codes, Permits, and Inspections a) The Contractor shall obtain the required permits, if required, give all notices, and comply with all laws, ordinances, codes, rules and regulations bearing on the conduct of the work under this contract. If the Contractor observes that the drawings and specifications are at variance therewith, he shall promptly notify the Designer in writing. If the Contractor performs any work knowing it to be contrary to such laws, ordinances, codes, rules and regulations, and without such notice to the Owner, he shall bear all cost arising there from. 10.0 Clean up a) The Contractor shall keep the sites and surrounding area reasonably free from rubbish at all times and shall remove debris from the site from time to time or when directed to do so by the Owner. Before final inspection and acceptance of the project, the Contractor shall thoroughly clean the sites, and completely prepare the project and site for use by the Owner. 11.0 Schedule a) Project shall start within 10 calendar days of Notice to Proceed and shall be completed in satisfactory manner, as deemed by MDPW, within 60 calendar days from the Notice to Proceed. 12.0 Scope of Work (Additional Details): Contractor required to visit the sites prior to submitting bid to confirm scope. The general scope of work will consist of the construction of approximately 980 linear feet of sidewalks located on Webb Road in the City of Milton, Georgia. Associated with this work will be all clearing, grading, curb and gutter, storm drainage structures, other structures and other work as described and depicted in the Civil Constructions Plans prepared by On Site Civil Group, stamped and sealed on February 24, 2014 (Attached). a) Contractor responsible for utility coordination and any necessary re-locations. b) Contractor responsible for structural design and layout of rubble headwalls. c) The headwall depicted in the drainage easement located on the north side of Webb Road shall be cast-in-place concrete. The design of said headwall shall be the responsibility of the contractor and shall be signed and sealed by a professional engineered licensed in the State of Georgia and qualified to perform such work. The design must be submitted and approved by the City of Milton prior to construction of headwall. d) Contractor responsible for providing suitable backfill materials, and compaction for roadbed and shoulders in the vicinity of the pipe. 50 | P a g e e) Contractor responsible for appropriate erosion and sediment control. f) Upon completion of backfill the contractor shall re-establish slopes so as to smooth and blend in with road shoulder. All disturbed areas shall be grassed, matted and mulched. g) The surface of the sidewalk and subgrade shall not exceed a cross slope of 2%. This slope shall be directed to the street unless otherwise directed by the city. h) The forms shall be made of steel or wood to insure the accurate maintenance of lines and grades. Flexible strips may be used where necessary on curves. After forms are completely set in place the contractor shall have the forms inspected by the city prior to pouring concrete. i) All new concrete sidewalks shall be a minimum of 4 inches thick and shall meet the GDOT specifications for Portland Cement Concrete. j) The subgrade shall be thoroughly moistened and the concrete shall be deposited to the proper depth. The concrete along the edges of the forms shall be well spaded against the forms and the concrete shall be struck off until all voids are removed and the surface has the required grade and cross section. The surface shall be struck off with a straight edge, floated and troweled just enough to produce a smooth dense surface, free from irregularities. Brushing crosswise with a fine hare brush or broom is required to produce a non-slip surface. All joints and edges shall be rounded to a radius of one-quarter (1/4) inch with an approved finishing tool. The city reserves the right to reject any sidewalk segments not finished in accordance with these standards or finished in a professional and workmanlike manner. All sidewalk sections that are rejected by the city shall be removed and replaced by the contractor at no additional charge. k) The contractor is responsible for protecting the sidewalk from the elements, travel and vandalism. l) After the concrete has set sufficiently, but not more than 3 days, the forms shall be removed and the spaces shall be backfilled with topsoil. The area between the sidewalk and the curb shall be graded to slope toward the curb and allow drainage to flow toward the curb after sod installation. m) The contractor is responsible to remove any demolition materials from the site and disposing of such in an appropriate manner. 13.0 Detail/Drawings (See Link http://www.cityofmiltonga.org/2-24-14 webb.zip to “Civil Construction Plans Webb Road Sidewalk Improvements” prepared by On Site Civil Group, sealed and signed February 24, 2014.) 51 | P a g e LOCATION MAP 52 | P a g e SCHEDULE OF EVENTS FOR REFERENCE ONLY - DO NOT SUBMIT WITH BID RESPONSE Event: Date: Release of ITB 2/24/2014 Deadline for Written Questions 3/14/2014@ 5:00 PM *Submit via E-Mail to Rick Pearce of Purchasing Office City of Milton Addendum (on or about) 3/17/2014 (Official answers to questions and potential changes to ITB. Addendum will be posted at the same web locations as the ITB) Bids due 3/21/2014 @ 2:00PM Bids are due to: City of Milton Attn: Rick Pearce, Purchasing Office 13000 Deerfield Pkwy Suite-107G Milton, Ga. 30004 Tentative Contract Award (On/about) 4/14/2014 Notice to Proceed Issued (On/about) 4/15/2014 Reference Only Subject to change SAMPLE CONSTRUCTION AGREEMENT This Construction Agreement (the “Agreement”) is made and entered into this ____ day of _____________, 20____, by and between the City of Milton, a political subdivision of the State of Georgia, acting by and through its governing authority, the City of Milton Mayor and Council (hereinafter referred to as the “City”), and XXXXXX, a _________________ with its principal place of business located at XXXXXXX (hereinafter referred to as the “Contractor”) (collectively referred to herein as the “Parties”). W I T N E S S E T H: WHEREAS, the City issued a Invitation to Bid, dated XXXXXXXXXXXX, for services generally described as XXXXXXX; and WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to perform the Work contemplated under this Agreement; and WHEREAS, Contractor has represented that it is qualified by training and experience to perform the Work; and WHEREAS, based upon Contractor’s bid in response to the Invitation to Bid for XXXXXXXXXXXXX, the City has selected Contractor as the successful proposer; and WHEREAS, Contractor has agreed to perform such Work as set forth in this Agreement, according to the terms and conditions provided in this Agreement; and WHEREAS, Contractor has familiarized itself with the nature and extent of the Contract Documents, the Project, and the Work, with all local conditions and federal, state and local laws, ordinances, rules and regulations in any manner that may affect cost, progress or performance of the Work, and Contractor is aware that it must be licensed to do business in the State of Georgia. NOW THEREFORE, the City and Contractor, in consideration of the mutual promises, public purposes, and the acknowledgements and agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: Section 1. Contract Documents The following documents, attached hereto (except as expressly noted otherwise below) are incorporated herein by reference and constitute the Contract Documents: L. This Agreement; M. Invitation to Bid (and other bid related documents) attached hereto as Exhibit “A” (including the Project Specifications); N. Bid Documents from Contractor dated ________________ attached hereto as Exhibit “B”; O. Performance Bond, Payment Bond and Maintenance Bond, a ttached hereto collectively as Exhibit “C”; P. Non-collusion Affidavit of Prime Proposer, attached hereto as Exhibit “D”; Q. Final Affidavit, attached hereto as Exhibit “E”; R. Alien Employment affidavits attached hereto as Exhibits “F” and “G”; H. SAVE affidavit attached hereto as Exhibit “H”; J. Key Personnel, attached hereto as Exhibit “J”; K. The following which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Written Amendments and other documents amending, modifying, or supplementing the Contract Documents if properly adopted in writing and executed by the Parties. Section 2. Project Description The Project is defined generally as follows:. Section 3. The Work The Work is specified and indicated in the Contract Documents (the “Work”). The Work previously described includes all material, labor, insurance, tools, equipment, and any other miscellaneous items necessary to complete the Work as described. Contractor shall complete the Work in strict accordance with the Contract Documents (including, but not limited to, the Project Specifications attached hereto and incorporated herein by reference). In the event of any discrepancy among the terms of the various Contract Documents, the provis ion most beneficial to the City, as determined by the City in its sole discretion, shall govern. The City will issue a Notice to Proceed, which Notice to Proceed shall state the dates for beginning Work and for achieving Final Completion of Work. Work shall commence within ten (10) days of the City’s issuance of the Notice to Proceed. Section 4. Contract Time Contractor warrants and represents that it will perform the Work in a prompt and timely manner, which shall not impose delays on the progress of the Work. Contractor agrees to complete the Project within XXXX days from the date of the City’s issuance of a written Notice To Proceed. Section 5. Contractor’s Compensation; Time and Method of Payment The total amount paid under this Agreement shall not, in any case, exceed ____________, except as outlined in Section 6 below. The compensation for Work performed shall be based upon the amount of debris removed pursuant to the Bid Submittal Form, attached hereto as part of Exhibit B and incorporated herein by reference. This amount shall include all use, lease, or other taxes, and all expenses for personnel and equipment (including fuel) that Contractor will incur to provide the Work. Unless otherwise a greed in writing signed by both Parties, the compensation payable by the City to Contractor is limited to the unit price amount set forth in the Bid Submittal Form, and City will not pay any other sum attributable to taxes, costs or expenses that Contracto r may incur in providing the Work. City agrees to pay the Contractor for the debris removed upon certification by the City that the Work was actually performed and costs actually incurred in accordance with the Agreement. Compensation for Work performed shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Work performed. Invoices shall be submitted on a monthly basis, and such invoices shall reflect charges incurred versus charges budgeted. Each invoice shall be accompanied by an Interim Waiver and Release upon Payment (or a Waiver and Release upon Final Payment in the case of the invoice for final payment) procured by the Contractor from all subcontractors in accordance with O.C.G.A. § 44-14-366. For reasonable cause and/or when satisfactory progress has not been achieved by the Contractor during any period for which payment is to be made, the City may retain a percentage of said payment, not to exceed ten percent (10%) of the maximum Contract Price to ensure performance of the Agreement. Said cause and progress shall be determined by the City, in its sole discretion, based on its assessment of any past performance of the Contractor and likelihood that such performance will continue. Upon comp letion of all contract requirements, retained amounts shall be paid promptly less any offsets or deductions authorized hereunder or by law. Any material deviations in tests or inspections performed, times or locations required to complete such tests or inspections and like deviations from the Work described in this Agreement shall be clearly communicated to the City before charges are incurred and shall be handled through change orders or construction change directives as described in Section 6 below. The City shall pay the Contractor within thirty (30) days after approval of the invoice by the City. No payments will be made for unauthorized work. Payment will be sent to the designated address by U.S. Mail only; payment will not be hand-delivered, though the Contractor may arrange to pick up payments directly from the City or may make written requests for the City to deliver payments to the Contractor by Federal Express delivery at the Contractor’s expense. The City may withhold payment or final payment for reasons including, but not limited to, the following: unsatisfactory job performance or progress, defective work, disputed work, failure to comply with material provisions of the Agreement, third party claims filed or reasonable evidence that a claim will be filed or other reasonable cause. Section 6. Work Changes A. “Change order” means a written modification of the Contract Documents, signed by the City and the Contractor. B. The City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written change orders and executed by the Contractor and City. Such change orders or con struction change directives shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed Work within a reasonable time to avoid delay o r other unfavorable impacts as determined by the City in its sole discretion, the City shall have the right to determine reasonable terms, and the Contractor shall proceed with the changed Work. C. Any Work added to the scope of this Agreement by a change order or construction change directive shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written change order or construction change directive duly executed on behalf of the City and the Contractor. D. The City Manager has authority without further action of the Mayor or Council to execute any number of change orders or construction change directives so long as their total effect do es not materially alter the terms of this Agreement or materially increase the total amount to be paid under this Agreement. Any such change orders or construction change directives materially altering the terms of this Agreement or increasing the total amount to be paid under this Agreement in excess of $10,000.00, must be approved by the City of Milton Mayor and Council. Section 7. Covenants of Contractor. C. Ethics Code Contractor agrees that it shall not engage in any activity or conduct that would be in violation of the City of Milton Code of Ethics or any other similar law or regulation. D. Time is of the Essence Contractor specifically acknowledges that TIME IS OF THE ESSENCE for completion of the Project. C. Expertise of Contractor Contractor accepts the relationship of trust and confidence established between it and the City, recognizing that the City’s intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the services in pursuit of the timely and competent completion of the Work undertaken by Contractor under this Agreement. The Contractor agrees to use its best efforts, skill, judgment, and abilities to perform its obligations and to further the interests of the City and the Project in accordance with the City’s requirements and procedures. Contractor represents that it has familiarized itself with the nature and extent of the Contract Documents, the Work, work site(s), locality, and all local conditions, laws and regulations that in any manner may affect cost, progress, performance, or furnishing of the Work. Contractor further represents and agrees that it has correlated the results of such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. Contractor represents that it has given the City written notice of all conflicts, errors, or discrepancies that the Contractor has discovered in the Contract Documents, and the written resolution thereof by the City is acceptable to the Contractor. Contractor agrees that it will perform its services in accordance with the usual and customary standards of the Contractor’s profession or business and in complia nce with all applicable federal, state, and local laws, regulations, codes, ordinances, or orders applicable to the Project. Further, the Contractor agrees to bear the full cost of correcting the Contractor’s negligent or improper Work, the negligent or improper work of its contractors and subcontractors, and any harm caused by such negligent Work. The Contractor’s duties shall not be diminished by any approval by the City of Work completed or produced; nor shall the Contractor be released from any liability by any approval by the City of Work completed or produced, it being understood that the City is ultimately relying upon the Contractor’s skill and knowledge in performing the Work required under the Contract Documents. In the event that during the course of performing the Work, the Contractor discovers or reasonably should discover that there exists in any of the Contract Documents that is, in the Contractor’s opinion, unsuitable, improper, or inaccurate for the purpose for which the document or data is furnished, Contractor shall promptly inform the City of such inaccuracies, impropriety, issues or concerns. D. Budgetary Limitations Contractor agrees and acknowledges that budgetary limitations are not a justification for breach of sound principals of Contractor’s profession and industry. Contractor shall take no calculated risk in the performance of the Work. Specifically, Contractor agrees that, in the event it cannot perform the Work within the budgetary limitations established withou t disregarding sound principals of Contractor’s profession and industry, Contractor will give written notice immediately to the City. E. City’s Reliance on the Work The Contractor acknowledges and agrees that the City does not undertake to approve or pa ss upon matters of expertise of the Contractor and that therefore, the City bears no responsibility for Contractor’s services performed under this Agreement. The Contractor acknowledges and agrees that the acceptance of Work by the City is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. The City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Contractor’s performance. Contractor further agrees that no approval of designs, plans, specifications, or Work by any person, body or agency shall relieve Contractor of the responsibility for adequacy, fitness, suitability, and correctness of Contractor’s Work under professional and industry standards or for performing services under this Agreement in accordance with sound and accepted professional and industry principals. F. Contractor’s Reliance on Submissions by the City Contractor must have timely information and input from the City in order to perform the Work required under this Agreement. Contractor is entitled to rely upon information provided by the City, but Contractor shall be required to provide immediate written notice to the City if Contractor knows or reasonably should know that any information provided by the City is erroneous, inconsistent, or otherwise problematic. G. Contractor’s Representative ____________shall be authorized to act on Contractor’s behalf with respect to the Work as Contractor’s designated representative. H. Assignment of Agreement The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Agreement, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them, and the City shall have no obligation to them. I. Responsibility of Contractor and Indemnification of City The Contractor covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement. The Contractor shall bear all losses and damages directly or indirectly resulting to it and/or the City on account of the performance or character of the Work rendered pursuant to this Agreement. Contractor shall defend, in demnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees, servants, volunteers and agents (hereinafter referred to as “City Parties”) from and against any and all claims, injuries, suits, actions, judgments, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to, attorney’s fees and costs of defense (hereinafter collectively “Liabilities”), which may be the result of willful, negligent or tortious conduct a rising out of the Work, performance of contracted services, or operations by the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, regardless of whether or not the negligent act is caused in part by a party indemnified hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of the City or City Parties. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against the City or City Parties, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify, defend, and hold harmless the City and City Parties shall survive termination of this Agreement, provided that the claims are based upon or arise out of actions that occurred during the performance of this Agreement. J. Independent Contractor Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Work is performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Work; hiring of subcontractors, agents or employees to complete the Work; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. Any provisions of this Agreement that may appear to give the City the right to direct Contractor as to the details of the services to be performed by Contractor or to exercise a measure of control over such services will be deemed to mean that Contractor shall follow the directions of the City with regard to the results of such services only. Inasmuch as the City and the Contractor are independent of each other, neither has the authority to bind the other to any third person or ot herwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto. The Contractor agrees not to represent itself as the City’s agent for any purpose to any party or to allow any employee of the Contractor to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Contractor shall assume full liability for any contracts or agreements the Contractor enters into on behalf of the City without the express knowledge and prior written consent of the City. K. Insurance (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City Attorney as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with limits no less than: (a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, including coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, vandalism, property loss and theft. (b) Comprehensive Automobile Liability (owned, non-owned, hired) of $1,000,000 (one million dollars) combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 (one million dollars) per accident. (3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City and City Parties are to be covered as insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City or City Parties. (ii) The Contractor’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City or City Parties. Any insurance or self-insurance maintained by the City or City Parties shall be in excess of the Contractor’s insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City or City Parties. (iv) Coverage shall state that the Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City for General Liability coverage only. (b) Workers' Compensation Coverage: The insurer providing Workers’ Compensation Coverage will agree to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (5) Acceptability of Insurers: Insurance is to be placed with insurers authorized to do business in the State of Georgia and with an A.M. Bests' rating of no less than A:VI. (6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of Work. The certificate of insurance and endorsements shall be on a form utilized by Contractor’s insurer in its normal course of business and shall be received and approved by the City within ten (10) days of the Notice of Award. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the Parties as additional insureds. (8) Claims-Made Policies: Contractor shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement, except the City need not be named as an additional insured and loss payee on any Workers’ Compensation policy. L. Bonds The Contractor shall provide Performance and Payment bonds on the forms attached hereto as Exhibit “C” and with a surety licensed to do business in Georgia. Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. M. Employment of Unauthorized Aliens Prohibited (1) E-Verify Affidavit It is the policy of City that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services within t he State of Georgia unless the Contractor shall provide evidence on City -provided forms, attached hereto as Exhibits “F” and “G” (affidavits regarding compliance with the E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Contractor’s subcontractors have within the previous twelve (12) month period conducted a verification, under the federal Employment Eligibility Verification (“EEV” or “E-Verify”) program, of the social security numbers, or other identifying information now or hereafter accepted by the E-Verify program, of all employees who will perform work on the City contract to ensure that no unauthorized aliens will be employed. The Contractor hereby verifies that it has, prio r to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit “F”, and submitted such affidavit to City. In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached h ereto as Exhibit “G”, and such subcontractor affidavit shall become part of the contractor/subcontractor agreement. Further, Contractor agrees to provide completed copies of Exhibit “G” to the City within five (5) business days of receipt from any subcontractor. The City Manager or his/her designee shall be authorized to conduct an inspection of the Contractor’s and Contractor’s subcontractors’ verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor’s subcontractors shall retain all documents and records of their respective verification process for a period of three (3) years following completion of the Agreement. The City Manager or his/her designee shall further be authorized to conduct perio dic inspections to ensure that no City Contractor or Contractor’s subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor’s subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor’s subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. The Contractor’s failure to cooperate with the investigation may be sanctioned by termination of the Agreement, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. ontractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. Contractor’s compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 shall be attested by the execution of the contractor’s affidavit, attached hereto as Exhibit “F” and incorporated herein by this reference. Contractor agrees that the employee number category designated below is applicable to the Contractor. __________ 500 or more employees __________ 100 or more employees __________ Fewer than 100 employees. Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement, the Contractor will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. (2) SAVE Affidavit and Secure Verifiable Document Pursuant to O.C.G.A. § 50-36-1, the City must obtain a SAVE Affidavit and a secure and verifiable document evidencing the Contractor’s legal status in the Country each time that Contractor obtains a public benefit, including any contract, from the City. Contractor hereby verifies that it has, prior to executing this Agreement, executed a SAVE Affidavit (to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), a form of which is attached hereto as Exhibit “H”, and submitted such affidavit to the City in person, electronically, or by mail. Further, Contractor verifies that it has, prior to executing this Agreement, submitted a secure and verifiable document, evidencing the Contractor’s legal status, to the City either in person or electronically (in compliance with the Uniform Electronic Transactions Act). Contractor verifies that it is in compliance with the Residency Status of an Applicant for Public Benefit, as required by the Georgia Security and Immigration Compl iance Act (O.C.G.A. § 50-36-1). N. Records, Reports and Audits (1) Records: (a) Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Agreement. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Agreement. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later. (b) All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. (2) Reports and Information: Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Agreement in the form requested by the City. (3) Audits and Inspections: At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Agreement. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Agreement. O. Conflicts of Interest Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the City of Milton Code of Ethics or any other similar law or regulation. P. Confidentiality Contractor acknowledges that it may receive confidential information of the City and that i t will protect the confidentiality of any such confidential information and will require any of its subcontractors, consultants, and/or staff to likewise protect such confidential information. The Contractor agrees that confidential information it receives or such reports, information, opinions or conclusions that Contractor creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether specifically deemed confidential or not. Contractor acknowledges that the City’s disclosure of documentation is governed by Georgia’s Open Record’s Act, and Contractor further acknowledges that if Contractor submits records containing trade secret information, and if Contractor wishes to keep such records confidential, Contractor must submit and attach to such records an affidavit a ffirmatively declaring that specific information in the records constitutes trade secrets pursuant to Article 27 of Chapter 1 of Title 10, and the Parties shall follow the requirements of O.C.G.A. § 50 -18-72(a)(34) related thereto. Q. Licenses, Certifications and Permits The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, City, local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Work contracted for under this Agreement. Further, before commencing Work, Contractor, at its own expense, will obtain all licenses, permits or other governmental authorizations needed to perform the Project (“Licenses”), including but not limited to any permits required by the EPA or the Georgia Environmental Protection Division, if any, and shall furnish copies of such permits to the City within ten (10) days of issuance. Contractor further agrees to maintain such Licenses and comply with the terms of all such Licenses throughout the term of this Agreement. All Work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals. R. Hazardous Waste Contractor is obligated to handle all household hazardous waste and asbestos containing materials in accordance with applicable federal, state and local regulations, properly docume nt those operations, and transport such hazardous waste to an appropriate landfill or disposal site. Contractor is further responsible for all tipping fees and all other related costs associated with such disposal of hazardous waste. All other hazardous waste material shall be reported to the City for coordination with U.S. Environmental Protection Agency or the Georgia Environmental Protection Division of the Georgia Department of Natural Resources. S. Key Personnel ll of the individuals identified in Exhibit “J” are necessary for the successful prosecution of the Work due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team, as listed in Exhibit “J”, witho ut written approval of the City. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the Work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Agreement and shall be grounds for termination. Contractor shall not subcontract with any third party for the performance of any portion of the Work without the prior written consent of the City. Contractor shall be solely responsible for any such subcontractors in terms of performance and compensation. T. Authority to Contract The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultan eously execute and bind Contractor to the terms of this Agreement, if applicable. U. Ownership of Work All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the services to be performed by the Contractor (“Materials”) shall be the property of the City, and the City shall be entitled to full access and copies of all such Materials. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the Work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all Materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment. V. Meetings The Contractor is required to meet with the City’s personnel, or designated representatives, to resolve technical or contractual problems that may occur during the term of the Agreement, at no additional cost to the City. Meetings will occur a s problems arise and will be coordinated by the City. The Contractor will be given a minimum of three full working days notice of meeting date, time, and location. Face-to-face meetings are desired. However, at the Contractor’s option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or to make a good faith effort to resolve problems, may result in termination of the Agreement. Section 8. Covenants of the City B. Right of Entry The City shall provide for right of entry for Contractor in order for Contractor to complete the Work. B. City’s Representative XXXXXX shall be authorized to act on the City’s behalf with respect to the Work as the City’s designated representative; provided any changes to the Work or the terms of this Agreement must be approved as provided in Section 6 above. Section 9. [Intentionally Omitted] Section 10. Termination A. Termination for Convenience: i. The City may terminate this Agreement for convenience at any time upon providing written notice to Contractor. ii. In the event of a termination for convenience, Contractor shall take immediate steps to terminate Work as quickly and effectively as possible a nd shall terminate all commitments to third-parties unless otherwise instructed by the City. iii. Provided that no damages are due to the City for Contractor’s failure to perform in accordance with this Agreement, the City shall pay Contractor, in accordance with Section 5 herein, for all debris that is loaded and disposed and for other Work that is performed by 6:00 PM on the day following Contractor’s receipt of City’s notice of termination. The City shall have no further liability to Contractor for such te rmination. Further, and at its sole discretion, the City may pay Contractor for additional value received as a result of Contractor’s efforts, but in no case shall the City’s total payment for the Work exceed the maximum Contract Price agreed to herein. B. Termination for Cause. i. The City may terminate this Agreement for cause if Contractor breaches any material provision of this Agreement. The City shall give Contractor seven (7) days written notice of its intent to terminate the Agreement and the reaso ns therefore, and, if Contractor, or its Surety, fails to cure the default within that period, the termination shall take place without further notice. ii. The City shall then make alternative arrangements for completion of the Project. The City will make no payment to the Contractor or its Surety until all costs of completing the Project are paid. If the per unit price charged by the replacement contractor exceeds the per unit price charged by the Contractor, as provided in this Agreement,, the Contractor or its Surety will pay the difference to the City to finish the Project. C. If the City terminates this Agreement for cause, and it is later determined that the City did not have grounds to do so, the termination will be treated as a termination for conve nience under the terms of Section 10(A) above. D. Upon termination, the Contractor shall: (1) promptly discontinue all services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Agreement, whether completed or in process, in the form specified by the City. E. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Agreement or at law or in equity. Section 11. No Personal Liability Nothing herein shall be construed as creating any individual or personal liability on the part of any City Party. No City Party shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Agreement. Likewise, Contractor’s performance of services under this Agreement shall not subject Contractor’s individual employees, officers or directors to any personal liability. The Parties agree that their sole and exclusive remedy, cla im, demand or suit shall be directed and/or asserted only against Contractor or the City, respectively, and not against any employee, officer, director, or elected or appointed official. Section 12. Miscellaneous A. Complete Agreement. This Agreement constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Agreement not contained in this Agreement shall be valid or binding. This Agreement may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization. B. Successors and Assigns. Subject to the provision of this Agreement regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties, provided that no party may assign this Agreement without prior written approval of the other party. C. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provision of this Agreement, the rules, regulations, statutes and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Fulton County, Georgia. D. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. E. Invalidity of Provisions. Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall continue in full force and effect as if this Agreement had been executed with the invalid portion hereof eliminated, it being the in tention of the Parties that they would have executed the remaining portion of this Agreement without including any such part, parts or portions which may for any reason be hereafter declared invalid. F. Notice. All notices, requests, demands and other co mmunications hereunder shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Parties at the addresses given below, or at a substitute address previously furnished to the other Parties by written notice in accordance herewith: NOTICE TO CITY shall be sent to: City of Milton 13000 Deerfield Parkway Suite 107 City Manager Milton, GA 30004 NOTICE TO CONTRACTOR shall be sent to: ________________________________________ G. Sovereign Immunity. Nothing contained in this Agreement shall be construed to be a waiver of the City’s sovereign immunity or any individual’s qualified good faith or official immunities. H. Force Majeure. Neither the City nor Contractor shall be liable for their respective non-negligent or non-willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of their respective duties or obligations under this Agreement or for any delay in such performance due to: (i) any cause beyond their respective reasonable control; (ii) any act of God; (iii) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (iv) earthquake, fire, explosion or flood; (v) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of Contractor; (vi) delay or failure to act by any governmental or military authority; or (vii) any war, hostility, embargo, sabotage, civil dist urbance, riot, insurrection or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts. Any additional reasonable costs incurred by Contractor as a result of such extension may be added to the Contract Price subject to the terms of Section 6 and approval of a Change Order relating to same. All other obligations shall remain intact. I. Headings. The caption or headnote on articles or sections of this Agreement are intended for convenience and ease of reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Agreement nor in any way affect this Agreement. J. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Contractor agrees that, during performance of this Contract, Contractor, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Contractor agrees to comply with all applicable implementing regulations and shall include the provisions of this Section 12(J) in every subcontract for services contemplated under this Agreement. K. Waiver. No failure by the City to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Contractor with this Agreement, and no custom or practice of the City at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect the City’s right to demand exact and strict compliance by the Contractor with the terms and conditions of this Agreement. L. No Third Party Rights. This Agreement shall be exclusively for the benefit of the Parties and shall not provide any third parties with any remedy, claim, liability, reimbursement, cause of action or other right. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed under seal as of the date first above written. CONTRACTOR: ______________________________ By: ____________________________________ (signature) ____________________________________ (print) Attest: ____________________________________ XXXXXXXX [AFFIX CORPORATE SEAL] SIGNED, SEALED, AND DELIVERED in the presence of: _____________________________ Witness _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: ____________________________ [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] Approved as to form: _______________________________ City Attorney CITY OF MILTON ____________________________________ [CITYSEAL] SIGNED, SEALED, AND DELIVERED in the presence of: _____________________________ Witness _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: ________________________ EXHIBIT “A” [Insert Invitation to Bid] EXHIBIT “B” [Insert Bid Documents] EXHIBIT “C” PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS THAT _____________________________ (as CONTRACTOR, hereinafter referred to as the “Principal”), and ____________________ (as SURETY COMPANY, hereinafter referred to as the “CONTRAC TOR’S SURETY”), are held and firmly bound unto the City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of any “Claimant,” as hereinafter defined, in the sum of Dollars ($ ), lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City, dated the of , 20 which is incorporated herein by reference in its entirety (hereinafter referred to as the “CONTRACT”), for the construction of a project known as __________________________ (hereinafter referred to as “the PROJECT”). NOW THEREFORE, the conditions of this obligation are as follows: 1. That if the Principal shall fully and completely perform each and all of the terms, provisions and requirements of the Contract, including and during the period of any warranties or guarantees required thereunder, and all modifications, amendments, changes, deletions, additions, and al terations thereto that may hereafter be made, and if the Principal and the Contractor’s Surety shall indemnify and hold harmless the City from any and all losses, liability and damages, claims, judgments, liens, costs and fees of every description, including but not limited to, any damages for delay, which the City may incur, sustain or suffer by reason of the failure or default on the part of the Principal in the performance of any and all of the terms, provisions and requirements of the Contract, including all modifications, amendments, changes, deletions, additions, and alterations thereto and any warranties or guarantees required thereunder, then this obligation shall be void; otherwise to remain in full force and effect; 2. In the event of a failure of performance of the Contract by the Principal, which shall include, but not be limited to, any breach of default of the Contract: a. The Contractor’s Surety shall commence performance of its obligations and undertakings under this Bond no later than thirty (30) days after written notice from the City to the Contractor’s Surety; and b. The means, method or procedure by which the Contractor’s Surety undertakes to perform its obligations under this Bond shall be subject to the advance written approval of the City. The Contractor’s Surety hereby waives notice of any and all modifications, omissions, additions, changes and advance payments or deferred payments in or about the Contract, and agrees that the obligations undertaken by this Bond shall not be impaired in any manner by reason of any such modifications, omissions, additions, changes, and advance payments or deferred payments. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contract s under seal. IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers or attorneys -in-fact, this day of , 20 . CONTRACTOR (“Principal”) ________________________________________ By:_____________________________________(signature) _____________________________________ (print) Title: __________________________________ Attest:_____________________(signature) [AFFIX CORPORATE SEAL] _____________________ (print) Title: _____________________ Date:______________________ [SIGNATURES CONTINUE ON FOLLOWING PAGE] CONTRACTOR’S SURETY: ___________________________________ By:_____ __________________________ (signature) ______________________________ (print) Title: _____________________________ (SEAL) Attest: _____________________ (signature) _____________________ (print) Title: ________________ Date:_________________ (ATTACH SURETY’S POWER OF ATTORNEY) PAYMENT BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT ________________________ (as CONTRACTOR, hereinafter referred to as the “Principal”), and (as SURETY COMPANY, hereinafter referred to as the “CONTRACTOR’S SURETY”), are held and firmly bound unto the City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of any “Claimant,” as hereinafter defined, in the sum of Dollars ($ ), lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, execu tors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City, dated , which is incorporated herein by reference in its entirety (hereinafter referred to as the “CONTRACT”), for the construction of a project known as ____________________________, (hereinafter referred to as “the PROJECT”). NOW THEREFORE, the condition of this obligation is such that if the Principal shall promptly make payment to any Claimant, as hereinafter defined, for all labor, services and materials used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise to remain in full force and effect. A “Claimant” shall be defined herein as any Subcontractor, person, Party, partnership, corporation or other entity furnishing labor, services or materials used or reasonably required for use in the performance of the Contract, without regard to whether such labor, services or materials were sold, leased or rented, and without regard to whether such Claimant is or is not in privity of the Contract with the Principal or any Subcontractor performing Work on the Project. In the event of any claim made by the Claimant against the City, or the filing of a Lien against the property of the City affected by the Contract, the Contractor’s Surety shall either settle or resolve the Claim and shall remove any such Lien by bond or otherwise as provided in the Contract. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers on this day of , 20 . CONTRACTOR: ___________________________________ By:_________________________________ (signature) _________________________________ (printed) Title: ______________________________ (SEAL) Attest: ______________________ (signature) ______________________ (printed) Title: _________________ Date:__________________ CONTRACTOR SURETY: ___________________________________ By:_________________________________ (signature) _________________________________ (printed) Title: _______________________________ (SEAL) Attest: _____________________ (signature) _____________________ (printed) Title: _________________ Date:_________________ (ATTACH SURETY’S POWER OF ATTORNEY) EXHIBIT “D” NONCOLLUSION AFFIDAVIT OF PRIME PROPOSER STATE OF GEORGIA City of Milton ________________________________________, being first duly sworn, deposes and says that: (1) He is ___________________________(Owner, Partner, Officer, Representative, or Agent) of XXXXXXXXXX (the “Proposer”) that has submitted the attached Bid; (2) He is fully informed respecting their preparation and contents of the attached Bid and of all pertinent circumstances respecting such Bid; (3) Such Bid is genuine and is not a collusive of sham Bid; (4) Neither the said Proposer nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, including this affidavit, has in any way colluded, conspired, connived, or agreed, directly or indirectly, with any other Proposer, firm or person to submit a collusive or sham Bid in connection with the Contract for which the attached Bid has been submitted to or refrain from proposing in connection with such Contract, or has in any collusion or communication or conference with any other Proposer, firm or person to fix the price or prices in the attached Bid or of any other Proposer, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City or any person interested in the proposed Contract; and, (5) The price or prices quoted in the attached Bid are fair an proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Proposer or any of its agents, re presentatives, owners, employees, or parties in interest, including this affidavit. (6) Proposer has not directly or indirectly violated O.C.G.A. § 36-91-21(d). ____________________________ Signature of Authorized Officer or Agent ____________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN TO BEFORE ME THIS ________ DAY OF _____________, 20___ ___________________________ Notary Public ________________________ (SEAL) My Commission Expires _______________ Date EXHIBIT “E” FINAL AFFIDAVIT TO CITY OF MILTON, GEORGIA I, _______________________________, hereby certify that all suppliers of materials, equipment and service, subcontractors, mechanics, and laborers employed by XXXXXXX. or any of its subcontractors in connection with the construction of the XXXXXXXXX for the City have been paid and satisfied in full as of ______________, 20_____, and that there are no outstanding obligations or claims of any kind for the payment of which the City on the above named project might be liable, or subject to, in any lawful proceeding at law or in equity. ______________________________ Signature ______________________________ Title Personally appeared before me this ____ day of ________, 20____._______________________, who under oath deposes and says that he is ______________________________ of the firm of XXXXXXXXX. that he has read the above statement and that to the best of his knowledge and belief same is an exact true statement . ______________________________ Notary Public [NOTARY SEAL] My Commission Expires ______________________________ EXHIBIT “F” STATE OF GEORGIA CITY OF MILTON CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period, and the undersigned contractor will contract for the physical 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(b), a form of which is attached hereto as Exhibit “G”. Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows. ________________________________________ Federal Work Authorization User Identification Number ________________________________________ Date of Authorization _________________________________________ Name of Contractor _________________________________________ Name of Project _________________________________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on _______________ ___________, 201___ 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 _______________, 201__. _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: ________________________ EXHIBIT “G” STATE OF GEORGIA CITY OF MILTON SUBCONTRACTOR AFFIDAVIT By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13 -10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with ___________________ (name of contractor) on behalf of the City has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, , in accordance with the applicable provi sions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13 -10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-subcontractor to the contractor within five business days of receipt. If the undersigned subcontractor receives notice that a sub - subcontractor has received an affidavit from any other contracted sub -subcontractor, the undersigned subcontractor must forward, within five business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: ________________________________________ Federal Work Authorization User Identification Number ________________________________________ Date of Authorization _________________________________________ Name of Subcontractor _________________________________________ Name of Project _________________________________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on _____________ ____, 201____ 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 _____________, 201____. _____________________________ Notary Public [NOTARY SEAL] EXHIBIT “I” [RESERVED] EXHIBIT “J” KEY PERSONNEL [Insert Key Personnel] END SAMPLE CONTRACT EXHIBIT “B” BID FROM CONTRACTOR EXHIBIT “C” BONDS PAYMENT BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT Urey Companies, LLC (as CONTRACTOR, hereinafter referred to as the “Principal”), and ______________________ _________________________________________(as SURETY COMPANY, hereinafter referred to as the “CONTRACTOR’S SURETY”), are held and firmly bound unto the City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of any “Claimant,” as hereinafter defined, in the sum of eighty eight thousand dollars and no cents ($88,000.00) lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City, dated , which is incorporated herein by reference in its entirety (hereinafter referred to as the “CONTRACT”), for the construction of a project known as Webb Road Sidewalk Improvements (hereinafter referred to as “the PROJECT”). NOW THEREFORE, the condition of this obligation is such that if the Principal shall promptly make payment to any Claimant, as hereinafter defined, for all labor, services and materials used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise to remain in full force and effect. A “Claimant” shall be defined herein as any Subcontractor, person, Party, partnership, corporation or other entity furnishing labor, services or materials used or reasonably required for use in the performance of the Contract, without regard to whether such labor, services or materials were sold, leased or rented, and without regard to whether such Claimant is or is not in privity of the Contract with the Principal or any Subcontractor performing Work on the Project. In the event of any claim made by the Claimant against the City, or the filing of a Lien against the property of the City affected by the Contract, the Contractor’s Surety shall either settle or resolve the Claim and shall remove any such Lien by bond or otherwise as provided in the Contract. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers on this day of , 2014. Urey Companies, LLC By: Title: (SEAL) (Signatures Continued on Next Page) Attest: ______________________ Title:_________________ Date:__________________ (Name of Contractor’s Surety) By: Title: (SEAL) Attest: _____________________ Date:_________________ (ATTACH SURETY’S POWER OF ATTORNEY) PERFORMANCE BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT Urey Companies, LLC (as CONTRACTOR, hereinafter referred to as the “Principal”), and (as SURETY COMPANY, hereinafter referred to as the “CONTRACTOR’S SURETY”), are held and firmly bound unto the City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of any “Claimant,” as hereinafter defined, in the sum of eighty eight thousand dollars and no cents ($88,000.00), lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City, dated the of , 2014 which is incorporated herein by reference in its entirety (hereinafter referred to as the “CONTRACT”), for the construction of a project known as Webb Road Sidewalk Improvements, (hereinafter referred to as “the PROJECT”). NOW THEREFORE, the conditions of this obligation are as follows: 3. That if the Principal shall fully and completely perform each and all of the terms, provisions and requirements of the Contract, including and during the period of any warranties or guarantees required thereunder, and all modifications, amendments, changes, deletions, additions, and alterations thereto that may 91 hereafter be made, and if the Principal and the Contractor’s Surety shall indemnify and hold harmless the City from any and all losses, liability and damages, claims, judgments, liens, costs and fees of every description, including but not limited to, any damages for delay, which the City may incur, sustain or suffer by reason of the failure or default on the part of the Principal in the performance of any and all of the terms, provisions and requirements of the Contract, including all modifications, amendments, changes, deletions, additions, and alterations thereto and any warranties or guarantees required thereunder, then this obligation shall be void; otherwise to remain in full force and effect; 4. In the event of a failure of performance of the Contract by the Principal, which shall include, but not be limited to, any breach of default of the Contract: a. The Contractor’s Surety shall commence performance of its obligations and undertakings under this Bond no later than thirty (30) days after written notice from the City to the Contractor’s Surety; and b. The means, method or procedure by which the Contractor’s Surety undertakes to perform its obligations under this Bond shall be subject to the advance written approval of the City. The Contractor’s Surety hereby waives notice of any and all modifications, omissions, additions, changes and advance payments or deferred payments in or about the Contract, and agrees that the obligations undertaken by this Bond shall not be impaired in any manner by reason of any such modifications, omissions, additions, changes, and advance payments or deferred payments. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. 92 IN WITNESS WHEREOF, the principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers or attorneys-in-fact, this day of , 2014. Urey Companies, LLC By: ___________ Title: (SEAL) Attest: _____________________ Title:________________ Date:_________________ (Name of Contractor’s Surety) By:____ _____ Title: (SEAL) Attest: _____________________ Date:_________________ (ATTACH SURETY’S POWER OF ATTORNEY) 93 MAINTENANCE BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT Urey Companies, LLC (as CONTRACTOR, hereinafter referred to as the “Principal” located at 5755 North Point Parkway, Suite 97, Alpharetta, GA 30022, and _________________________ (as SURETY COMPANY, hereinafter referred to as the “Contractor’s Surety”), are held and firmly bound unto the City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of the City for maintenance of Improvements as described below in the sum of eighty eight thousand dollars and no cents ($88,000.00), lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written Agreement with the City, dated ____________________, which is incorporated herein by reference in its entirety (hereinafter referred to as the “Agreement”), for the construction of certain Improvements as contemplated by that Project for Webb Road Sidewalk Improvements (hereinafter referred to as the “Project”); and WHEREAS, said Project is to be approved by the City of Milton, under th e terms that a maintenance bond is required of said Principal and good and sufficient surety payable to the City, and conditioned that the Principal shall, for a period of two (2) years beginning on ______________, maintain all improvements (“Improvements”) involved in said Project in accordance with all applicable federal and state laws, with the Agreement, and with all applicable City regulations, including but not limited to the Code of Ordinances for the City of Milton, Georgia, in force as of the date of said approval. 94 NOW THEREFORE, the conditions of this obligation are as follows: 1. That if the Principal shall maintain the Improvements as described above; and if the Principal and the Contractor’s Surety shall indemnify and hold harmless the City from any and all losses, liability and damages, claims, judgments, liens, costs and fees of every description, including but not limited to, any damages for costs of maintenance of Improvements, which the City may incur, sustain or suffer by reason of the failure or default on the part of the Principal in the performance of any and all of the terms, provisions and requirements described herein, then this obligation shall be void; otherwise to remain in full force and effect; 2. In the event of a failure of performance by the Principal; a. The Contractor’s Surety shall commence performance of its obligations and undertakings under this Bond no later than thirty (30) days after written notice from the City to the Contractor’s Surety; b. The means, method or procedure by which the Contractor’s Surety undertakes to perform its obligations under this Bond shall be subject to the advance written approval of the City. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers on this ____ day of __________, 20___. [SIGNATURES ON THE FOLLOWING PAGE] 95 Urey Companies, LLC By: ______________________________ Name, Title:________________________ (SEAL) Attest: By:______________________________ Name, Title:_______________________ Date: ____________________ (Name of Contractor’s Surety) By: ______________________________ Name, Title:________________________ (SEAL) Attest: By:______________________________ Name, Title:_______________________ Date: ____________________ (ATTACH SURETY’S POWER OF ATTORNEY) 96 EXHIBIT “D” NONCOLLUSION AFFIDAVIT OF PRIME PROPOSER STATE OF GEORGIA CITY OF MILTON ________________________________________, being first duly sworn, deposes and says that: (1) He is ___________________________(Owner, Partner, Officer, Representative, or Agent) of Urey Companies, LLC (the “Proposer”) that has submitted the attached Proposal; (2) He is fully informed respecting their preparation and contents of the attached Proposal and of all pertinent circumstances respecting such Proposal; (3) Such Proposal is genuine and is not a collusive of sham Proposal; (4) Neither the said Proposer nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, including this affidavit, has in any way colluded, conspired, connived, or agreed, directly or indirectly, with any other Proposer, firm or person to submit a collusive or sham Proposal in connection with the Contract for which the attached Proposal has been submitted to or refrain from proposing in connection with such Contract, or has in any collusion or communication or conference with any other Proposer, firm or person to fix the price or prices in the attached Proposal or of any other Proposer, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City or any person interested in the proposed Contract; and, (5) The price or prices quoted in the attached Proposal are fair an proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Proposer or any of its agents, representatives, owners, employees, or parties in interest, including this affidavit. (6) Proposer has not directly or indirectly violated O.C.G.A. § 36-91-21(d). ____________________________ Signature of Authorized Officer or Agent ____________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN TO BEFORE ME THIS ________ DAY OF _____________, 20___ ___________________________ Notary Public ________________________ (SEAL) My Commission Expires _______________ Date 97 EXHIBIT “E” CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13 -10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13 -10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical 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(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ eVerify Number _________________________________ Date of Authorization Urey Companies, LLC Name of Contractor Webb Road Sidewalk Improvements Name of Project City of Milton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 201__ 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 ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _________________________________ EXHIBIT “F” SUBCONTRACTOR AFFIDAVIT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13 -10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with Urey Companies, LLC on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13 -10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13 -10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub -subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub-subcontractor has received an affidavit from any other contracted sub-subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ eVerify Number _________________________________ Date of Authorization Click here to enter text. Name of Subcontractor Webb Road Sidewalk Improvements Name of Project City of Milton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 201__ 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 ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires:______________________ EXHIBIT “G” PLANS AND SPECIFICATIONS EXHIBIT “H” FINAL AFFIDAVIT TO CITY OF MILTON, GEORGIA I, _______________________________, hereby certify that all suppliers of materials, equipment and service, subcontractors, mechanics, and laborers employed by Urey Companies, LLC or any of its subcontractors in connection with the construction of the Webb Road Sidewalk Improvements for the City have been paid and satisfied in full as of ______________, 20_____, and that there are no outstanding obligations or claims of any kind for the payment of which the City on the above named project might be liable, or subject to, in any lawful proceeding at law or in equity. ______________________________ Signature ______________________________ Title Personally appeared before me this ____ day of ________, 20____._______________________, who under oath deposes and says that he is ______________________________ of the firm of Urey Companies, LLC that he has read the above statement and that to the best of his knowledge and belief same is an exact true statement. ______________________________ Notary Public [NOTARY SEAL] My Commission Expires ______________________________ !-HOME OF ' ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Approval of a Service Agreement between the City of Milton Police Department and Vigilant Services, Inc. for Licensing and Software Services for the Police Departments Automated License Plate Readers. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages ifnecessary) See attached memorandum APPROVAL BY CITY MANAGER: APPROVED CITY ATTORNEY APPROVAL REQUIRED: k YES CITY ATTORNEY REVIEW REQUIRED: k YES APPROVAL BY CITY ATTORNEY PLACED ON AGENDA FOR: REMARKS kAPPROVED as --r414 () NOT APPROVED () NO {) NO O NOT APPROVED © V Your PHONE: 678.242.2500 � FAX: 678.242.2499 nuewr ;''Green' w 'rCemfied* pop � infoftityofmiltonga.us I www.cityofmiltonga.us 11B Community E� ;"f 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 EP,`f FD, BR�y=L a To: Honorable Mayor and City Council Members From: Captain Shawn McCarty Date: Submitted on May 5, 2014 for the May 19, 2014 Regular Council Meeting Agenda Item: Approval of a Service Agreement between the City of Milton Police Department and Vigilant Solutions, Inc. for Licensing and Software Services for the Police Departments Automated License Plate Readers Department Recommendation: Staff is recommending the approval of the service agreement with Vigilant Solutions for the licensing and software services related to the Police Departments Automated License Plate Readers. Executive Summary: The department recently purchased two Automatic License Plate Readers (ALPR). In order for the hardware to function properly, it is necessary to obtain the respective license and software agreement. Funding and Fiscal Impact: The cost for the agreement is $725.00 per year. Alternatives: N/A Legal Review: Paul Higbee (Jarrard & Davis) 4/23/2014 Concurrent Review Chris Lagerbloom Attachment: Enterprise Service Agreement between the City of Milton Police Department and Vigilant Solutions Inc. Vigilant Solutions Enterprise License Agreement Enterprise Service Agreement (ESA) This Vigilant Solutions Enterprise Service Agreement (the “Agreement”) is made and entered into as of this 19th Day of May, 2014 by and between Vigilant Solutions Inc., a Delaware corporation, having its principal place of business at 2021 Las Positas Court Suite # 101, Livermore, CA 94551 (“Vigilant”) and the City of Milton, Georgia Police Department, a law enforcement agency or other governmental agency, having its principal place of business at 13000 Deerfield Pkwy Suite 107; Milton, GA 30004(“Affilliate”). WHEREAS, Vigilant designs, develops, licenses and services advanced video analysis software technologies for the law enforcement and security markets; WHEREAS, Affiliate will separately purchase License Plate Recognition (LPR) hardware components from Vigilant and/or its authorized reseller for use with the Software Products (as defined below); WHEREAS, Affiliate desires to license from and receive service for the Software Products provided by Vigilant; THEREFORE, In consideration of the mutual covenants contained herein this Agreement, Affiliate and Vigilant hereby agree as follows: I. Definitions: “CLK” or “Camera License Key” means an electronic key that will permit each license of Vigilant’s CarDetector brand LPR software or LineUp brand facial recognition software (one CLK per camera) to be used with other Vigilant LPR hardware components and Software Products. “Effective Date” has the meaning of sixty (60) days subsequent to the date set forth in the first paragraph of this Agreement. “Software Products” means Vigilant’s Law Enforcement & Security suite of Software Products as further described in Exhibit “A,” attached hereto and incorporated herein by reference and also including CarDetector, Law Enforcement Archival & Reporting Network (LEARN), Mobile Companion for Smartphones, Target Alert Service (TAS) server/client alerting package and other software applications considered by Vigilant to be applicable for the benefit of law enforcement and security practices. “Enterprise License” means a non-exclusive, non-transferable license to install and operate the Software Products, on any applicable media, without quantity or limitation. This Enterprise Service Agreement allows Affiliate to install the Software Products on an unlimited number of devices, in accordance with the selected Service Package(s), and allow benefits of all rights granted hereunder this Agreement. “Service Package” means the Affiliate designated service option identified in Sec. VIII(A), which defines the extent of use of the Software Products, in conjunction with any service and/or benefits therein granted as rights hereunder this Agreement. “Service Fee” means the amount due from Affiliate prior to the renewal of this Agreement as consideration for the continued use of the Software Products and Service Package benefits according to Section VIII of this Agreement. Vigilant Solutions Enterprise License Agreement “Service Period” has the meaning set forth in Section III (A) of this Agreement. “Technical Support Agents” means Affiliate’s staff person specified in Section X (K)(2) of this Agreement responsible for administering the Software Products and acting as Affiliate’s Software Products support contact. II. Enterprise License Grant; Duplication and Distribution Rights: Subject to the terms and conditions of this Agreement, Vigilant hereby grants Affiliate an Enterprise License to the Software Products for the Term provided in Section III below. Except as expressly permitted by this Agreement, Affiliate or any third party acting on behalf of Affiliate shall not copy, modify, distribute, loan, lease, resell, sublicense or otherwise transfer any right in the Software Products. Except as expressly permitted by this Agreement, no other rights are granted by implication, estoppels or otherwise. Affiliate shall not eliminate, bypass, or in any way alter the copyright screen (also known as the “splash” screen) that may appear when Software Products are first started on any computer. Any use or redistribution of Software Products in a manner not explicitly stated in this Agreement, or not agreed to in writing by Vigilant is strictly prohibited. III. Term; Termination. A. Term. The initial term of this Agreement is for one (1) year beginning on the Effective Date (the “Initial Term”), unless earlier terminated as provided herein. At least sixty (60) days prior to the expiration of the Initial Term and each subsequent Service Period, Vigilant will provide Affiliate with an invoice for the Service Fee due for the subsequent twelve (12) month period (each such period, a “Service Period”). This Agreement and the Enterprise License granted under this Agreement will be extended for a Service Period upon Affiliate’s payment of that Service Period’s Service Fee, which is due at least 30 days prior to the expiration of the Initial Term or the existing Service Period, as the case may be. Pursuant to Section VIII below, Affiliate may also pay in advance for more than one Service Period. B. Affiliate Termination. Affiliate may terminate this Agreement at any time by notifying Vigilant of the termination in writing at least thirty (30) days prior to the termination date, and deleting all copies of the Software Products. If Affiliate terminates this Agreement prior to the end of the Initial Term, Vigilant will not refund or prorate any license fees, nor will it reduce or waive any license fees still owed to Vigilant by Affiliate. Upon termination of the Enterprise License, Affiliate shall immediately cease any further use of Software Products. Affiliate may also terminate this Agreement by not paying an invoice for a subsequent year’s Service Fee within sixty (60) days of invoice issue date. C. Vigilant Termination. Vigilant has the right to terminate this Agreement by providing at least thirty (30) days written notice to Affiliate. If Vigilant’s termination notice is based on an alleged breach by Affiliate, then Affiliate shall have thirty (30) days from the date of its receipt of Vigilant’s notice of termination, which shall set forth in detail Affiliate’s purported breach of this Agreement, to cure the alleged breach. If within thirty (30) days of written notice of violation from Vigilant Affiliate has not reasonably cured the described breach of this Agreement, Affiliate shall immediately discontinue all use of Software Products and certify to Vigilant that it has returned or destroyed all copies of Software Products in its possession or control. If Vigilant terminates this Agreement prior to the end of a Service Period for no reason, and not based on Affiliate’s failure to cure the breach of a material term or condition of this Agreement, Vigilant shall refund to Affiliate an amount calculated by Vigilant Solutions Enterprise License Agreement multiplying the total amount of Service Fees paid by Affiliate for the then-current Service Period by the percentage resulting from dividing the number of days remaining in the then-current Service Period, by 365. IV. Warranty and Disclaimer; Infringement Protection; Use of Software Products Interface. A. Warranty and Disclaimer. Vigilant warrants that the Software Products will be free from all Significant Defects (as defined below) during the term of this Agreement (the “Warranty Period”). “Significant Defect” means a defect in a Software Product that impedes the primary function of the Software Product. This warranty does not include products not manufactured by Vigilant. Vigilant will repair or replace any Software Product with a Significant Defect during the Warranty Period; provided, however, if Vigilant cannot substantially correct a Significant Defect in a commercially reasonable manner, Affiliate may terminate this Agreement and Vigilant shall refund to Affiliate an amount calculated by multiplying the total amount of Service Fees paid by Affiliate for the then-current Service Period by the percentage resulting from dividing the number of days remaining in the then-current Service Period, by 365. The foregoing remedies are Affiliate’s exclusive remedy for defects in the Software Product. Vigilant shall not be responsible for labor charges for removal or reinstallation of defective software, charges for transportation, shipping or handling loss, unless such charges are due to Vigilant's negligent or intentional misconduct. Vigilant disclaims all other warranties, expressed or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. In no event shall Vigilant be liable for any damages whatsoever arising out of the use of, or inability to use, the Software Products. B. Infringement Protection. If an infringement claim is made against Affiliate by a third-party in a court of competent jurisdiction regarding Affiliate’s use of any of the Software Products, Vigilant shall indemnify Affiliate, and assume all legal responsibility and costs to contest any such claim. If Affiliate's use of any portion of the Software Products or documentation provided to Affiliate by Vigilant in connection with the Software Products is enjoined by a court of competent jurisdiction, Vigilant shall do one of the following at its option and expense within sixty (60) days of such enjoinment: (1) Procure for Affiliate the right to use such infringing portion; (2) replace such infringing portion with a non-infringing portion providing equivalent functionality; or (3) modify the infringing portion so as to eliminate the infringement while providing equivalent functionality. C. Use of Software Products Interface. Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a touch screen or laptop screen and any of their applications. It is agreed by Affiliate that Affiliate’s users will be instructed to only utilize the interface to the Software Products at times when it is safe to do so. Vigilant is not liable for any accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle. V. Software Support, Warranty and Maintenance. Affiliate will receive technical support by submitting a support ticket to Vigilant’s company support website or by sending an email to Vigilant’s support team. Updates, patches and bug fixes of the Software Products will be made available to Affiliate at no additional charge, although charges may be assessed if the Software Product is requested to be delivered on physical media. Vigilant will provide Software Products support to Affiliate’s Technical Support Agents through e-mail, fax and telephone. Vigilant Solutions Enterprise License Agreement VI. Camera License Keys (CLKs). Affiliate is entitled to use of the Software Products during the term of this Agreement to set up and install the Software Products on an unlimited number of media centers within Affiliate’s agency in accordance with selected Service Options. As Affiliate installs additional units of the Software Products and connects them to LPR cameras, Affiliate is required to obtain a Camera License Key (CLK) for each camera installed and considered in active service. A CLK can be obtained by Affiliate by going to Vigilant’s company support website and completing the online request form to Vigilant technical support staff. Within two (2) business days of Affiliate’s application for a CLK, Affiliate’s Technical Support Agent will receive the requested CLK that is set to expire on the last day of the Initial Term or the then-current Service Period, as the case may be. VII. Ownership of Software. A. Ownership of Software Products. The Software Products are copyrighted by Vigilant Solutions and remain the property of Vigilant Solutions. The license granted under this Agreement is not a sale of the Software Products or any copy. Affiliate owns the physical media on which the Software Products are installed, but Vigilant Solutions retains title and ownership of the Software Products and all other materials included as part of the Software Products. B. Rights in Software Products. Vigilant Solutions represents and warrants that: (1) it has title to the Software and the authority to grant license to use the Software Products; (2) it has the corporate power and authority and the legal right to grant the licenses contemplated by this Agreement; and (3) it has not and will not enter into agreements and will not take or fail to take action that causes its legal right or ability to grant such licenses to be restricted. VIII. Service Package, Fees and Payment Provisions. A. Service Package. This Enterprise License Agreement is based on the following Service Package Option. Service Package - Option # 1 – Standard LPR Service Package:  All Basic Service Package benefits  Unlimited use of CarDetector – Mobile Hit Hunter (CDMS-MHH)  Unlimited use of Vigilant’s LPR Mobile Companion smartphone application B. Service Fee. Payment of each Service Fee entitles Affiliate to all rights granted under this Agreement, including without limitation, use of the Software Products for the relevant Service Period, replacement of CLKs, and access to the updates and releases of the Software Products and associated equipment driver software to allow the Software Products to remain current and enable the best possible performance. The annual Service Fee due for a particular Service Period is based on the number of current Vigilant issued CLK’s at the time of Service Fee invoicing, and which will be used by Affiliate in the upcoming Service Period. A schedule of annual Service Fees is shown below: Vigilant Solutions Enterprise License Agreement Annual Service Fee Schedule (multiplied by number of CLK’s Issued) Total # of CLK’s under this ESA 0-14 CLK’s 15-30 CLK’s 31-60 CLK’s Over 60 Basic Service $500.00 $425.00 $375.00 $250.00 X Standard (Option # 1) $725.00 $615.00 $540.00 $365.00 Piece of mind (Option # 2) $950.00 $805.00 $705.00 $530.00 Payment of the Service Fee is due at least thirty (30) days prior to the renewal of the then-current Service Period. All Service Fees are exclusive of any sales, use, value-added or other federal, state or local taxes (excluding taxes based on Vigilant’s net income) and Affiliate agrees to pay any such tax. C. Advance Service Fee Payments. Vigilant Solutions will accept advanced Service Fee payments on a case by case basis. If Affiliate makes advanced Service Fee payments to Vigilant Solutions, advanced payments to Vigilant Solutions will be applied in full to each subsequent Service Period’s Service Fees until the balance of the credits is reduced to a zero balance. System based advanced credits shall be applied to subsequent Service Fees in the amount that entitles Affiliate continued operation of the designated camera unit systems for the following Service Period until the credits are reduced to a zero balance. D. Price Adjustment. Vigilant has the right to increase or decrease the annual Service Fee from one Service Period to another; provided, however, that in no event will a Service Fee be increased by more than the greater of (i) 10% of the prior Service Period’s Service Fees, and (ii) the published rate of inflation in the United States for the prior year then ended. If Vigilant intends to adjust the Service Fee for a subsequent Service Period, it must give Affiliate notice of the proposed increase on or before the date that Vigilant invoices Affiliate for the upcoming Service Period. IX. Miscellaneous. A. Limitation of Liability. IN NO EVENT SHALL VIGILANT SOLUTIONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF USE, DATA OR PROFIT, ARISING OUT OF OR CONNECTED WITH THE USE OF THE SOFTWARE PRODUCTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VIGILANT SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL VIGILANT SOLUTIONS’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY AFFILIATE TO VIGILANT SOLUTIONS FOR THE SOFTWARE PRODUCTS LICENSED UNDER THIS AGREEMENT. B. Confidentiality. Affiliate acknowledges that Software Products contain valuable and proprietary information of Vigilant Solutions and Affiliate will not disassemble, decompile or reverse engineer any Software Products to gain access to confidential information of Vigilant Solutions. Affiliate’s compliance with the Georgia Open Records Act or any order of a court of competent jurisdiction shall not constitute a violation of this Agreement. C. Assignment. Neither Vigilant Solutions nor Affiliate is permitted to assign this Agreement without the prior written consent of the other party. Any attempted assignment without written consent is void. D. Amendment; Choice of Law. No amendment or modification of this Agreement shall be effective Vigilant Solutions Enterprise License Agreement unless in writing and signed by authorized representatives of the parties. This Agreement shall be governed by the laws of the state of Georgia without regard to its conflicts of law. E. Complete Agreement. This Agreement constitutes the final and complete agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, written or oral, with respect to such subject matter. F. Relationship. The relationship created hereby is that of contractor and customer and of licensor and Affiliate. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or authority to bind or obligate the other in any manner to any third party. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party. G. No Rights in Third Parties. This Agreement is entered into for the sole benefit of Vigilant Solutions and Affiliate and their permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection with this Agreement. H. Construction. The headings used in this Agreement are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein. I. Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. J. Federal Government. Any use, copy or disclosure of Software Products by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227 (ALT III), as applicable. K. Right to Audit. Affiliate, upon at least thirty (30) days advanced written request to Vigilant Solutions, shall have the right to investigate, examine, and audit any and all necessary non-financial books, papers, documents, records and personnel that pertain to this Agreement and any other Sub Agreements. L. Notices; Authorized Representatives; Technical Support Agents. All notices, requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) one Vigilant Solutions Enterprise License Agreement (1) business day after being deposited with a reputable overnight air courier service; or (d) three (3) business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices and communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering 30 days advance notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. M. Authorized Representatives; Technical Support Agents. Affiliate’s Authorized Representatives and its Technical Support Agents are set forth below (Last Page). Affiliate’s Authorized Representative is responsible for administering this Agreement and Affiliate’s Technical Support Agents are responsible for administering the Software Products and acting as Affiliate’s Software Products support contact. Either party may from time to time change its Authorized Representative, and Affiliate may from time to time change its Technical Support Agents, in each case, by delivering at least 30 days advance notice to the other party in accordance with the notice provisions of this Agreement. N. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, Vigilant agrees that, during performance of this Agreement, Vigilant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Vigilant agrees to comply with all applicable implementing regulations and shall include the provisions of this Section in every subcontract for services contemplated under this Agreement. O. E-Verify. It is the policy of Affiliate that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, Affiliate shall not enter into a contract for the physical performance of services within the State of Georgia, unless Vigilant shall provide evidence on Affiliate -provided forms, attached hereto as Exhibits “B” and “C” that it and Vigilant’s subcontractors have within the previous twelve (12) month period conducted a verification of the social security numbers of all employees who will perform work on the Affiliate contract to ensure that no unauthorized aliens will be employed. The Affiliate City Manager or his/her designee shall be authorized to conduct an inspection of Vigilant’s and Vigilant’s subcontractors’ verification process to determine that the verification was correct and complete. Vigilant and Vigilant’s subcontractors shall retain all documents and records of its verification process for a period of three (3) years following completion of the contract. This requirement shall apply to all contracts for the physical performance of Vigilant Solutions, Inc. Affiliate: Milton Police Department Attn: Sales Administration Attn: Jeanette Citta 2021 Las Positas Court - Suite # 101 Address:13000 Deerfield Pkwy Ste 107 Livermore, CA 94551 Milton, GA 30004 Vigilant Solutions Enterprise License Agreement services where more than three (3) persons are employed on the Affiliate contract. The Affiliate City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that neither Vigilant nor Vigilant’s subcontractors employ unauthorized aliens on Affiliate contracts. By entering into a contract with Affiliate, Vigilant and Vigilant’s subcontractors agree to cooperate with any such investigation by making its records and personnel available upon reasonable notice for inspection and questioning. Where Vigilant or Vigilant’s subcontractors are found to have employed an unauthorized alien, the Affiliate City Manager or his/her designee may order Vigilant to terminate or require its subcontractor to terminate that person’s employment immediately and to report same to the Department of Homeland Security. Vigilant’s failure to terminate the employee, or otherwise cooperate with the investigation may be sanctioned by termination of the Agreement, and Vigilant shall be liable for all damages and delays occasioned by Affiliate thereby. Compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 is mandatory. Vigilant agrees that, in the event Vigilant employs or contracts with any subcontractor(s) in connection with this Agreement, Vigilant will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee- number category that is applicable to the subcontractor. Vigilant’s compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 shall be attested by the execution of the contractor’s affidavit attached as Exhibit “B.” The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. Vigilant Solutions Enterprise License Agreement IN WITNESS WHEREOF, the parties have executed the Agreement as of the Effective Date. Manufacturer: Vigilant Solutions, Inc. Authorized Agent: Joseph L. Harzewski III Title: Vice President of Sales Date: Signature: Attest: [AFFIX CORPORATE SEAL] Affiliate Organization: Milton Police Department Authorized Agent: Deborah Harrell Title: Chief of Police Date: May 19, 2014 Signature: Enterprise Service Agreement Contact Information Worksheet Please complete the following contact information for your Vigilant Solutions Enterprise License program. Enterprise License Agreement Holder Company / Agency Name: Milton Police Department Company / Agency Type: Law Enforcement Address: 13000 Deerfield Pkwy Suite 107 Milton, GA 30004 Primary Contact Name: Scott Mulvey Title: Sgt. Phone: 678.242.2570 Email: scott.mulvey@cityofmiltonga.us Supervisor Information Name: Shawn McCarty Title: Captain Phone: 678.242.2570 Email: shawn.mccarty@cityofmiltonga.us Financial Contact (Accounts Payable) Name: Jeanette Citta Title: Police Administrative Assistant Phone: 678.242.2570 Email: jeanette.citta@cityofmiltonga.us Technical Support Contact # 1 Name: David Frizzell Title: Director of IT Phone: 678.242.2517 Email: david.frizzell@cityofmiltonga.us Technical Support Contact # 2 Name: Title: Phone: Email: For questions or concerns, please contact Vigilant Solutions' sales team: sales@vigilantsolutions.com 1-925-398-2079 EXHIBIT “B” CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13 -10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13 -10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical 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(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ eVerify Number _________________________________ Date of Authorization Vigilant Solutions Inc. Name of Contractor City of Milton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 201__ 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 _____________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _________________________________ EXHIBIT “C” SUBCONTRACTOR AFFIDAVIT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13 -10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with Vigilant Solutions, Inc. on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub -subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub-subcontractor has received an affidavit from any other contracted sub -subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ eVerify Number _________________________________ Date of Authorization ______________________________ Name of Subcontractor City of Milton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 201__ 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 ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _________________________________ EXHIBIT "D" SUBCONTRACTOR ,AFFIDAVIT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with Peoples & Quigley, Inc. on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub -subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub -subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub -subcontractor has received an affidavit from any other contracted sub -subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: eVerify Number Date of Authorization Name of Subcontractor Station #43 Septic Design Name of Project City of Milton Name of Public Employer I hereby declare under penalty of pcijury that the foregoing is true and correct. Executed on , � 201_ 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 1201_ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: HOME OF' M LTO N*k ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Approval of an Agreement between the City of Milton and Special Events Network, LLC for the Movies at the "Flicks & Food Trucks" Summer Event Series on June 14, July 12 and August 2, 2014.. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: APPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: j YES O NO CITY ATTORNEY REVIEW REQUIRED: ( YES O NO APPROVAL BY CITY ATTORNEY (APPROVED ` () NOT APPROVED PLACED ON AGENDA FOR: 1D j rq 'T r - r REMARKS ® You( PHONE: 678.242.25001 FAX: 678.242,2499 wd G V -e- e- n '% * Certified Ton ioo Infofcityofmiltonga.us I www.cityofmilfonga.us ' Community t City of 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 a To: Honorable Mayor and City Council Members From: Angela Thompson, Special Events and Project Manager Date: Submitted on May 7, 2014 for the May 19, 2014 Regular Council Meeting Agenda Item: Approval of an Agreement between the City of Milton and Special Events Network, LLC for the movies at the “Flicks & Food Trucks” Summer Event Series on June 14, July 12 and August 2, 2014. Department Recommendation: Approval. Executive Summary: The City of Milton will host three outdoor movie events as part of our “Flicks & Food Trucks” summer event series through Special Events Network on June 14, July 12 and August 2, 2014 at Friendship Community Park from 7:00 p.m. to 11:30 p.m. each day. The movie on June 14th is “Back To The Future; July 12th is “Ferris Bueller’s Day Off”; and August 2nd is “Princess Bride”. Funding and Fiscal Impact: Budgeted FY14 Special Events Network has secured B98.5 FM as an event sponsor to cover the full expense of the August 2nd movie. The City is responsible for the cost of the June 14th and July 12th films ($3,100 plus licensing), providing the event venue, securing food trucks, marketing, handling security, trash and parking as needed. Additional expense to the City will be the staff time and rental of restroom facilities. Alternatives: N/A Legal Review: Paul Higbee – Jarrard & Davis (4/22/13 Template) Concurrent Review: Chris Lagerbloom Attachment(s): An agreement between the City of Milton and Special Events Network, LLC for the movies at the “Flicks & Food Trucks” summer event series on June 14, July 14 and August 2, 2014. 1 CITY LICENSE AGREEMENT In consideration of the mutual promises made herein, this License Agreement is entered into on this _____ day of May, 2014 by and between The City of Milton, Georgia (hereinafter “City”) and Special Events Network, LLC (hereinafter “SEN”); the parties do hereby agree as provided below. 1. Licensed Use: a. City hereby licenses to SEN and SEN hereby licenses from City the use of the Friendship Community Park grounds (located at 12785 Birmingham Highway, Milton, Georgia 30004, the “Premises,” being property of the Fulton County Board of Education used by the City pursuant to a Use Agreement) for motion picture performances (hereinafter referred to collectively as the “Attraction”) on June 14 (“Back To The Future”), July 12 (“Ferris Bueller’s Day Off”) and August 2, 2014 (Princess Bride), from 7:00 pm to 11:30 pm each day. SEN may begin setup activities each day at 5:00 pm and shall vacate the property no later than midnight each day. This Agreement shall terminate at 11:30 pm on August 2, 2014. b. Notwithstanding any contrary provision hereunder, City shall have the right to take any actions necessary to prevent the creation of any nuisance to adjacent property owners due to SEN’s presentation of the Attraction, including but not limited to reducing the amplification or volume of any speakers or sound system associated with the Attraction. 2. Services Provided by City: a. City will designate who shall be responsible to SEN as official agent of City. b. City agrees to allow SEN to present the Attraction and to furnish for that purpose the Premises (i.e. a flat, 50’ x 50’ grassy area clear of overhead power lines or trees, such area to be accessible by vehicle with trailer), and restroom facilities. City will provide reasonable traffic control and security. c. The Premises shall become available to SEN for the taking in of equipment as outlined above. City shall provide SEN notification and/or marking of any underground utilities on the Premises, such as cables and sprinklers. City will ensure that any sprinklers are turned off during use of the Premises by SEN. d. City will promote the Attraction through reasonable advertising and on the City’s website. e. City will provide adequate trash receptacles throughout the Premises, which shall be maintained and kept clean by City. City will provide clean up of the Premises after each Attraction. f. City retains the right and may exercise at any time supervision of the Premises during any time SEN has licensed the aforementioned space, so long as it does not interfere with the normal 2 workings of SEN. City will designate a person(s) to SEN who shall be responsible for said supervision. 3. Services Provided by SEN: a. SEN will designate who shall be responsible to City as official agent of SEN. b. SEN agrees to furnish the Attraction (via a 36 foot outdoor cinema system with portable generator, and set up, operation and removal of same) for presentation at the Premises for $3100 (thirty-one hundred dollars) for the June 14 and July 12, 2014 Attraction and at no cost whatsoever to City, including, but not limited to, the legal permission of the copyright owner, and everything necessary to the Attraction not herein agreed to be furnished by City for the August 2, 2014 Attraction. SEN’s funding for the Attraction will be from third party sponsors approved by City. Equipment of SEN shall remain at all times the sole and exclusive property of SEN, and the City shall have no right, title, or interest therein or thereto, except as may be expressly set forth otherwise in this Agreement. c. SEN will not deliver any physical materials for the Attraction until the time that they are scheduled to be received at the Premises, unless City provides SEN with prior written authorization to do so. All materials belonging to the Attraction must be removed promptly after the event, unless otherwise agreed upon by both parties. City shall not be held responsible for any property of SOC that is left on the Premises. d. All expenses incurred by City directly or indirectly as a result of the use of the Premises by SEN, excepting only those expenses or costs specifically set forth in this Agreement as a responsibility of City, shall be paid by SEN. Normal usage and wear to Premises and parking lot, and/or expenses incurred or caused by patrons in attendance of the Attraction, are sole responsibility of City. e. SEN shall comply immediately with all directives of City and the Fulton County Board of Education in regard to health, safety and security matters at the Premises and with all written rules and regulations relating to the Premises. This provision shall be enforceable by City, and failure of SEN to comply with the terms thereof shall be grounds for immediate termination of this Agreement by City. f. SEN shall comply with all rules and regulations governing of City and the Fulton County Board of Education and with all rules, laws, ordinances, regulations and orders of governmental authorities, including non-discrimination requirements. City shall not be liable to SEN for damages resulting from any diminution or deprivation of SEN’s rights under this Agreement on account of the exercise of any such authority as provided in this paragraph. g. SEN shall indemnify, save and hold harmless City and the Fulton County Board of Education from any liability, damages or claims resulting from: i. the violation or infringement of any copyright, patent, trademark, or similar 3 intellectual property right, right of privacy or other statutory or common law right of any person, firm or corporation; ii. the defamation of any person, firm, or corporation; iii. any and all loss and/or damage to the City or its property caused by the SEN and/or by participants in any performance of the Attraction; or iv. Injury to personal property or the person of, or the death of, any individual present on the Premises. 4. Special Provisions: a. In the event an Attraction is prevented or rendered impossible or infeasible by any act or regulation of any public authority or bureau, tumult, strike, epidemic, interruption in or delay of transportation, war condition or emergencies, or any other cause beyond the control of SEN or City, it is understood and agreed that there shall be no claims for damages by either party to this Agreement, and SEN’s obligation to provide any such Attraction shall be deemed waived. The parties agree that any time during the event that the weather looks threatening (i.e. imminent rain, rain, looming thunder clouds, or dangerous winds capable of damaging equipment) SEN reserves the right to protect its own equipment by canceling setup/production. The parties agree that SEN reserves the right to delay setup or pause the production until suitable weather conditions exist. City and SEN agree to decide by noon on the day of the Attraction to reschedule or continue the Attraction due to weather conditions. Conditions that would cause a weather cancellation are defined as 40% chance of rain, wind gusts above 24 mph, and continual rain / thunder showers. The source of weather condition information will be www.weather.com. If, due to weather, an Attraction is rescheduled before equipment setup, the Attraction will be rescheduled on a mutually agreed upon date within thirty (30) days. If an Attraction is cancelled after equipment setup, the Attraction will not be rescheduled. b. In the event SEN refuses or neglects to provide any of the items herein stated, or fails or refuses to make any of the payments as provided herein or to proceed with the Attraction, City shall have no obligation to perform this Agreement. c. Pursuant to O.C.G.A. § 50-36-1, the City must obtain a SAVE Affidavit and a secure and verifiable document evidencing SEN’s legal status in the Country each time that Contractor obtains a public benefit, including any contract, from the City. Contractor hereby verifies that it has, prior to executing this Agreement, executed a SAVE Affidavit (to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), a form of which is attached hereto as Exhibit “A”, and submitted such affidavit to the City in person, electronically, or by mail. Further, Contractor verifies that it has, prior to executing this Agreement, submitted a secure and verifiable document, evidencing SEN’s legal status, to the City either in person or electronically (in compliance with the Uniform Electronic Transactions Act). Contractor verifies that it is in compliance with the Residency Status of an Applicant for Public Benefit, as required by the Georgia Security and Immigration Compliance Act (O.C.G.A. § 50-36-1). d. SEN shall maintain during the term of this Agreement insurance (naming the City and the Fulton County Board of Education as additional insured) as described in Exhibit “B,” attached 4 hereto and incorporated herein by reference. This Agreement shall not be changed, modified or varied except by a written statement signed by all parties hereto. Neither party may assign this Agreement without the express written consent of the other party. Each of the individuals who executes this Agreement agrees and represents that he is authorized to execute this Agreement on behalf of the respective entity. Accordingly, City and SEN both waive and release any right to contest the enforceability of this Agreement based upon the execution and/or approval thereof. SEN acknowledges that SEN’s relationship to City with respect to this Agreement is that of an independent contractor and not an employee of City and that this Agreement creates no joint venture between City and SEN. IN WITNESS HEREOF the parties hereto have set hands and seals the day and year first above written: For the City For SEN: _____________________________ _____________________________ Name/Title: Bruce Piefke, CEO City of Milton, Georgia Special Events Network, LLC 13000 Deerfield Parkway, Suite 107 2030 Powers Ferry Rd, Suite 234 Milton, GA 30004 Atlanta, GA 30339 HOME OF ' [ILI . ON*k ESTABLISHED 200,5 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Proclamation Recognizing Memorial Day. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (APPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: () YES NO CITY ATTORNEY REVIEW REQUIRED. () YES NO APPROVAL BY CITYATTORNEY O APPROVED O NOT APPROVED PLACED ON AGENDA FOR: OS1914 REMARKS © Yau PHONE: 678.242.25001 FAX: 678.242.2499 info0cityofmiltonga.us I www.cityofmiltonga,us 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 ,,,, Greenev Community CERtMED BRONZE 'tCeccifiq * roP'�ao Ciry of Eth-% Ar Memorial Day WHEREAS, Memorial Day was first officially proclaimed on May 5, 1868 by General John Logan in his General order Number 11, and in 1968, by act of Congress, it was determined that the holiday would be observed on the last Monday in May; and WHEREAS, from the opening battles of the American Revolution through the turmoil of the Civil War, to World War I, World War II, Korea, and Vietnam, to the Persian Gulf and today’s operations in the war on terror in Afghanistan, Iraq, and all around the world, the members of our military have built a tradition of h onorable and faithful service; and WHEREAS, as we observe Memorial Day, we remember the more than one million Americans who have died to preserve our freedom, the more than 140,000 citi zens who were prisoners of war, and all those who were declared missing in action. We also honor our veterans for their dedication to America and their sacrifice; and WHEREAS, we have honor and privileges of living in a free count ry, and Georgia has a rich history of great leaders who died fighting for our great nation. Today, all who wear the uniform of the United States are serving at a crucial hour in history, and each has answered a great call to serve our nation on the front lines of freedom. Let us pray for the safety and strength of our troops, and for God’s blessing on them and their families, and for those who have lost loved ones; and WHEREAS, on this Memorial Day, we honor our fallen soldiers, and their commitment to our country and their legacy of patriotism and sacrifices of many men and women who answered the nation’s call to duty and fought with honor and valor and, in the end, gave the ultimate sacrifice to safeguard the rights of all Americans; and WHEREAS, by giving their lives in this cause of freedom, these heroes have protected and inspired all Americans and we are truly grateful for the ir sacrifice; and WHEREAS, the citizens of Milton join with people across the nation in remembrance of those who died while courageously serving their country during war. NOW, THEREFORE, we, the Mayor and City Council of the City of Milton, Georgia hereby dedicate and proclaim Monday, May 26, 2014 as Memorial Day in the City of Milton and call this observance to the attention of all of our citizens. Given under my hand and seal of the City of Milton, Georgia on this 19th Day of May, 2014. _________________________________ Joe Lockwood, Mayor HOME OF' ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Consideration of ZM14-02 — 805 Honors Circle (Lot 25), Jalil Poorak, to Modify Condition 1.e. (RZ85-181) to the following: To Reduce the 100 Foot Building Setback from the Property Line of the C.U.P. to 60 Feet Along the South Property Line for Lot 25. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: APPROVED CITY ATTORNEY APPROVAL REQUIRED: () YES CITY ATTORNEY REVIEW REQUIRED: O YES () NOT APPROVED XNO KNO APPROVAL BY CITY ATTORNEY () APPROVED () NOTAPPROVED PLACED ON AGENDA FOR.- REMARKS OR.REMARKS © YOUM�* * * ireen_ :cenievd; PHONE: 678.242.25001 FAX: 678.242.2499 Community it °' info@cityofmiltonga.us I www.cityofmittonga.us �r 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 ORDINANCE NO. PETITION NO. ZM14-02 STATE OF GEORGIA COUNTY OF FULTON AN ORDINANCE TO MODIFY CONDITION(S) OF A RESOLUTION BY THE FULTON COUNTY BOARD OF COMMISSIONERS APPROVING PETITION Z85-181 ON OCTOBER 2, 1985, PROPERTY LOCATED ON PROVIDENCE ROAD WITHIN LAND LOTS 735, 736, 777, 778, 806, 807, 808, 849, 2ND DISTRICT 2ND SECTION CONSISTING OF APPROXIMATELY 95.696 ACRES. BE IT ORDAINED by the City Council for the City of Milton, Georgia while in regular session on May 19, 2014 at 6:00 p.m. as follows: SECTION 1. That the condition of a resolution by the Fulton County Board of Commissioners, approved on October 2, 1985, for petition Z85-181 that approved a zoning to CUP (Community Unit Plan) property located Providence Road consisting of a total of approximately 95.686 acres, attached hereto and made a part herein; ALL THAT TRACT or parcel of land located at 805 Honors Circle, Lot 25; and SECTION 2. That the property shall be developed in compliance with the conditions of approval as attached to this ordinance. Any conditions hereby approved (including any site plan) do not authorize the violation of any district regulations; and SECTION 3. That all ordinances or part of ordinances in conflict with the terms of this ordinance are hereby repealed; and SECTION 4. This Ordinance shall become effective upon adoption by the Mayor and City Council and the signature of approval of the Mayor. ORDAINED this 19th day of May, 2014. Approved: ______________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie Gordon, City Clerk (Seal) CONDITIONS OF APPROVAL ZM14-02 805 Honors Circle, Lot 25 Should the Mayor and City of Council approve this petition, the Recommended Conditions (RZ85-181) should be revised to read as follows: 1. To the owner’s agreement to restrict the use of the subject property as follows: e. Provide at least a 100-foot building setback from the property line of the CUP except for lot #25 which shall provide a 60 foot building setback along the south property line. REVISED SITE PLAN SUBMITTED APRIL 24, 2014 Page 1 of 7 ZM14-02 - Prepared by the Community Development Department for the Mayor and City Council Meeting on May 19, 2014 (First Presentation May 5, 2014) ZM14-02 PROPERTY INFORMATION ADDRESS 805 Honors Circle (Lot 25) DISTRICT, LAND LOT 2/2, 777 OVERLAY DISTRICT Northwest Fulton EXISTING ZONING CUP (Community Unit Plan) (RZ85-181 – Fulton County) ACRES 2.51 EXISTING USE Single Family Residence OWNER/APPLICANT Jalil Poorak 805 Honors Circle Milton, GA 30004 COMMUNITY DEVELOPMENT DEPARTMENT RECOMMENDATION – MAY 19, 2014 ZM14-02 – APPROVAL CONDITIONAL INTENT To modify Condition 1.e. (RZ85-181) to the following: To reduce the 100 foot building setback from the property line of the C.U.P. to 60 feet along the south property line for Lot 25 . Page 2 of 7 ZM14-02 - Prepared by the Community Development Department for the Mayor and City Council Meeting on May 19, 2014 (First Presentation May 5, 2014) LOCATION MAP Page 3 of 7 ZM14-02 - Prepared by the Community Development Department for the Mayor and City Council Meeting on May 19, 2014 (First Presentation May 5, 2014) CURRENT ZONING Page 4 of 7 ZM14-02 - Prepared by the Community Development Department for the Mayor and City Council Meeting on May 19, 2014 (First Presentation May 5, 2014) REVISED SITE PLAN SUBMITTED APRIL 24, 2014 Page 5 of 7 ZM14-02 - Prepared by the Community Development Department for the Mayor and City Council Meeting on May 19, 2014 (First Presentation May 5, 2014) Rendering of Proposed Garage and Pool House Page 6 of 7 ZM14-02 - Prepared by the Community Development Department for the Mayor and City Council Meeting on May 19, 2014 (First Presentation May 5, 2014) Condition to be Modified 1. To the owners agreement to restrict the use of the subject property as follows: e. Provide at least a 100 foot building setback from the property line of the CUP (Community Unit Plan). Analysis and Recommendation The subject site is located with the Estates at Atlanta National which is zoned CU P (Community Unit Plan) pursuant to RZ85-181 and is developed with a single family residence and pool. Within the conditions of zoning, a 100 foot setback from the property line of the CUP is required. Since the incorporation of the City, there have been four approved modification requests to reduce the 100 foot setback. The applicant is requesting to reduce the 100 foot setback to a 60 foot setback along the south property line. The purpose of the proposed reduction is to construct a new garage/pool house directly behind the existing pool. There is a circle drive that has a curb cut on Tournament Players Drive and Honors Circle as well as an additional driveway to the side entry garage on Honors Circle. The applicant has proposed an additional driveway on Tournament Players Drive to provide access to the new garage/pool house. Staff notes that the City allows no more than two drive ways for each frontage and therefore the proposed additional driveway meets this requirement. There was one person in attendance from the subdivision at the Community Zoning Information Meeting on April 22, 2014. He was not in opposition to the request based on the fact that the additional drive was off of Tournament Players Drive and not Honors Circle where his house is currently located. By placing the new driveway and pool house a minimum of 60 feet from the adjacent property line, it minimizes the amount of clearing of vegetation and provides a direct route to the proposed garage/pool house. Therefore, Staff recommends APPROVAL CONDITIONAL to modify Condition 1.e. as requested. Page 7 of 7 ZM14-02 - Prepared by the Community Development Department for the Mayor and City Council Meeting on May 19, 2014 (First Presentation May 5, 2014) RECOMMENDED CONDITIONS Should the Mayor and City Council approve this petition, the recommended condition (RZ85-181) should be revised to read as follows: 1. To the owners agreement to restrict the use of the subject property as follows: e. Provide at least a 100 foot building setback from the property line of the CUP (Community Unit Plan) except for lot #25 shall provide a 60 foot building setback along the south property line. HOME OF ' M LTON ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Consideration of an Agreement between the City of Milton and Dillon Forge, Inc. for Bell Memorial Park Public Art. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: XAPPROVED(} NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (�(1' YES {) NO CITY ATTORNEY REVIEW REQUIRED: (YYES () NO APPROVAL BY CITY ATTORNEY {APPROVED PLACED ON AGENDA FOR: REMARKS O NOT APPROVED ©. YDuin *** PHONE: 678.242.25001 FAX: 678.242.2499 , Green Q * Cenifica ; InR'Ou infofcityofmiifonga.us I www.cityofmitfonga.us ""� Community i 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 a Page 1 of 2 To: Honorable Mayor and City Council Members From: Jim Cregge, Parks and Recreation Director Date: Submitted on April 30, 2014 for the May 19, 2014 Regular Council Meeting Agenda Item: Consideration of an Agreement between the City of Milton and Dillon Forge, Inc. for Bell Memorial Park Public Art. ____________________________________________________________________________ Department Recommendation: Staff is recommending the approval of an Agreement between the City of Milton and Dillon Forge, Inc. for Bell Memorial Park Public Art. Executive Summary: Bell Memorial Park will soon be transformed into a beautiful facility that will support multiple sports and a walking trail for varied abilities. The park will become a destination for all people in the city and no longer a baseball only park. To add to the park’s beauty and accent the spirit of achievement, we will add the first ever piece of public art to the park entrance. Michael Dillon was selected to create this artwork because he is a renowned metal artist with public art on display in various parts of the United States, Italy and the Caribbean. He is also a Milton resident and this art piece, named “Victory”, will be created in his shop in Milton. “Victory” will celebrate the achievement of personal success for those who compete at the park as well as the success of the City and the citizens in creating this new park. Funding and Fiscal Impact: The industry standard for a large project is that artwork should represent 1% of the project’s total cost. The fee for this artwork is $60,000.00 and is less than 1% of the expected total of the Bell Memorial Park project. This will be paid with available funds from the Parks and Trail Expansion line item in the FY14 Capital Expenditures budget. Alternatives: There are two alternatives. The first is to negotiate a similar contract with an alternative artist. The second is to eliminate public art as a component of this project. Page 2 of 2 Legal Review: Paul Higbee – Jarrard & Davis April 28, 2014 Concurrent Review: Chris Lagerbloom Attachment(s): 1) Agreement Bell Memorial Park Public Art HOMEOF' M I ul-0 Ni 1� Esrnnusum zoa> PROFESSIONAL SERVICES AGREEMENT BELL MEMORIAL PARK PUBLIC ART This Agreement made and entered into this day of , in the year 2014, by and between The City of Milton, Georgia (sometimes referred to herein as the "City"), having its principle place of business at 13000 Deerfield Parkway Suite 107G, Milton GA 30004 and Dillon Forge, Inc. ("Artist") having its principle place of business at 14250 Birmingham Highway, Milton, GA 30004 WHEREAS, the City desires to have public art installed at the entrance to Bell Memorial Park; and WHEREAS, based upon Artist's proposal to provide public art services as required by the proposal, the City has selected Artist, and WHEREAS, Artist has agreed to perform such work as set forth in this Agreement, according to the terms and conditions provided in this Agreement; and WHEREAS, Artist has familiarized itself with the nature and extent of the Contract Documents, the Project, and the Work, with all local conditions and federal, state and local laws, ordinances, rules and regulations in any manner that may affect cost, progress or performance of work, and Contractor is aware that he must be licensed to do business in the State of Georgia. NOW THEREFORE, the City and Artist, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: 1.0 Contract Documents This Agreement and the following named Exhibits, attached hereto and incorporated herein by reference, constitute the "Contract Documents": EXHIBIT A PROPOSAL/SCOPE OF WORK EXHIBIT B INSURANCE CERTIFICATE EXHIBIT C CONTRACTOR AFFIDAVIT AND AGREEMENT EXHIBIT D SUBCONTRACTOR AFFIDAVIT To the extent that there may be any conflict among the Contract Documents, the provision operating most to the benefit of the City shall govern. 2.0 Scope of Work; Compensation The Artist agrees to provide all Services specified in Exhibit "A." No payments will be made for unauthorized work. Invoices should be submitted to Rick Pearce, 13000 Deerfield Parkway, Milton GA 30004, for approval. Payment will be sent to the designated address by U. S. Mail only; payment will not be hand -delivered. City agrees to pay Artist for the services performed and costs incurred by Artist upon the City's certification that the services were actually performed and costs actually incurred in accordance with this Agreement. Compensation for services performed and, if applicable, reimbursement for costs incurred shall be paid to Artist upon the City's receipt and approval of an invoice, submitted upon completion of the Work, setting forth in detail the services performed and costs incurred. Invoices shall reflect charges incurred versus charges budgeted. The total amount paid under this Agreement for the Work shall not, in any case, exceed a Lump sum fee not to exceed $60,000.00 (the "Contract Price") without prior written approval from the City. Artist shall take no calculated risk in the performance of the Work. Specifically, Artist agrees that in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Artist's industry, Artist will give written notice thereof immediately to the City. 3.0 Independent Contractor 3.1. The Artist is an independent Contractor. The Artist is not an employee, agent or representative of the City of Milton. The Artist shall obtain and maintain, at the Artist's expense, all permits, license or approvals that may be necessary for the performance of the services. 3.2 Inasmuch as the City of Milton and the Artist are entities independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parities hereto. The Artist agrees not to represent itself as the City's agent for any purpose to any party or to allow any employee of the Artist to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Artist shall assume full liability for any contracts or agreements the Artist enters into on behalf of the City of Milton without the express knowledge and prior written consent of the City. 4.0 Indemnification The Artist covenants and agrees to take and assume all responsibility for the services rendered in connection with this Agreement. The Artist shall bear all losses and damages directly or indirectly resulting to it on account of the performance or character of the services rendered pursuant to this Agreement. Artist shall defend, indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, attorney's fees, which may be the result of willful, negligent or tortious conduct arising out of the Work, performance of contracted services, or operations by N the Artist, any sub -contractor, anyone directly or indirectly employed by the Artist or sub- contractor or anyone for whose acts the Artist or sub -contractor may be liable, regardless of whether or not the offending act is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against the City or any of its agents or employees, by any employee of the Artist, any sub -contractor, anyone directly or indirectly employed by the Artist or sub -contractor or anyone for whose acts the Artist or sub -contractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Artist or any sub -contractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Agreement. 5.0 Insurance (1) Requirements: The Artist shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Artist, its agents, representatives, employees or sub -contractor. All policies shall be subject to approval by the City Attorney to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. (2) Minimum Limits of Insurance: Artist shall maintain limits no less than: (a) Comprehensive General Liability of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (b) Comprehensive Automobile Liability (owned, non -owned, hired) of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (c) Professional Liability of $1,000,000 limit for claims arising out of professional services caused by the Artist's errors, omissions, or negligent acts. 3 (d) Workers' Compensation limits as required by the State of Georgia and employers Liability limits of $1,000,000 per accident. (3) Deductibles and Self -Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City, its officials, employees, agents and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Artist; products and completed operations of the Artist; premises owned, leased, or used by the Artist; automobiles owned, leased, hired, or borrowed by the Artist. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officials, employees, agents or volunteers. (ii) The Artist's insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City, its officials, employees, agents or volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be excess of the Artist's insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officials, employees, agents or volunteers. (iv) Coverage shall state that the Artist's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Artist for the City. 4 (vii) All endorsements to policies shall be executed by an authorized representative of the insurer. (b) Workers' Compensation Coverage. The insurer will agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Artist for the City. (c) All Coverages (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (iii) Policies shall include an endorsement incorporating the Indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 4 of this Agreement. (5) Acceptability of Insurers: Insurance is to be placed with insurers with an A.M. Bests' rating of no less than A:VII. (6) Verification of Coverage: Artist shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of work. The certificates of insurance and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance and endorsements shall be on a form utilized by Artist's insurer in its normal course of business and shall be received and approved by the City prior to execution of this Agreement by the City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Artist shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Sub -Contractors: Artist shall include all sub -contractors as insured under its policies or shall furnish separate certificates and endorsements for each sub -contractor. All coverage for sub -contractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the parties as additional insured. (8) Claims -Made Policies: Artist shall extend any claims -made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Pam The City shall be named as an additional insured and loss payee on all policies required by this Agreement. 6.0 Term; Termination The term of this Agreement shall be from and shall terminate absolutely and without further obligation on the part of the City on . Except as otherwise provided for in Exhibit "A", the City may terminate this Agreement upon a breach of any provision of this Agreement by Artist and Artist's subsequent failure to cure such breach within thirty (30) calendar days of receipt from the City of a written notice of the breach. Title to any supplies, materials, equipment, or other personal property shall remain in the Artist until fully paid by the City. 7.0 Compliance with All Laws and Licenses The Artist must obtain all necessary licenses and comply with local, state and federal requirements. The Artist shall comply with all laws, rules and regulations of any governmental entity pertaining to its performance under this Agreement. 8.0 Assignment The Artist shall not assign or subcontract the whole or any part of this Agreement without the City of Milton's prior written consent. 9.0 Amendments in Writing No amendments to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of the parties. 6 10.0 Expertise of Artist Artist accepts the relationship of trust and confidence established between it and the City, recognizing that the City's intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the services in pursuit of the timely and competent completion of the Work undertaken by Artist under this Agreement. 11.0 Governing Law This Agreement shall be governed in all respects by the laws of the State of Georgia. 12.0 Interpretation of Documents In the event of a conflict in language between this Agreement and any exhibit to this Agreement, the provisions most favorable to the City shall govern. 13.0 Entire Agreement This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein; all prior agreements, representations, statements, negotiations, and undertakings are suspended hereby. Neither party has relied on any representation, promise, nor inducement not contained herein. 14.0 Waiver of Agreement The City's failure to enforce any provision of this Agreement or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default. 15.0 Sovereign Immunity Nothing contained in this Agreement shall be construed to be a waiver of the City's sovereign immunity or any individual's qualified good faith or official immunities. 16.0 Notices All other notices, writings or correspondence as required by this Agreement shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Parties at the addresses given below, unless a substitute address shall first be furnished to the other Parties by written notice in accordance herewith: 7 NOTICE TO THE CITY shall be sent to: City Manager City of Milton 13000 Deerfield Parkway, Suite 107F Milton, Georgia 30004 NOTICE TO THE ARTIST shall be sent to: Mr. Michael Dillon 14250 Birmingham Highway Milton, GA 30004 17.0 No Personal Liability No member, official or employee of the City shall be personally liable to the Artist or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Artist or successor or on any obligation under the terms of this Agreement. Likewise, Artist's performance of services under this Agreement shall not subject Artist's individual employees, officers or directors to any personal liability. The Parties agree that their sole and exclusive remedy, claim, demand or suit shall be directed and/or asserted only against Artist or the City, respectively, and not against any employee, officer, director, or elected or appointed official. 18.0 Employment of Unauthorized Aliens Prohibited (1) E -Verify Affidavits It is the policy of the City of Milton that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services within the State of Georgia, unless the Contractor shall provide evidence on City -provided forms, attached hereto as Exhibits "D" and "E" that it and Contractor's subcontractors have within the previous twelve (12) month period conducted a verification of the social security numbers of all employees who will perform work on the City contract to ensure that no unauthorized aliens will be employed. The City Manager or his/her designee shall be authorized to conduct an inspection of the Contractor's and Contractor's subcontractors' verification process to determine that the verification was correct and complete. The Contractor and Contractor's subcontractors shall retain all documents and records of its verification process for a period of three (3) years following completion of the contract. This requirement shall apply to all contracts for the physical performance of services where more than three (3) persons are employed on the City contract. The City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor's subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor's 8 subcontractors agree to cooperate with any such investigation by making its records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor's subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may order the Contractor to terminate or require its subcontractor to terminate that person's employment immediately and to report same to the Department of Homeland Security. The Contractor's failure to terminate the employee, or otherwise cooperate with the investigation may be sanctioned by termination of the contract, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. Compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 is mandatory. Contractor agrees that, in the event the Contractor employs or contracts with any subcontractor(s) in connection with this Agreement, the Contractor will secure from the subcontractor(s) such subcontractor(s') indication of the above employee -number category that is applicable to the subcontractor. Contractor's compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 shall be attested by the execution of the contractor's affidavit attached as Exhibit "E." The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. 19.0 Nondiscrimination ARTIST shall not discriminate against any person in its operation and activities in its use or expenditure of the funds or any portion of the funds provided by this Agreement and shall affirmatively comply with all applicable provisions of the Americans With Disabilities Act ("ADA"), in the programs while providing any services funded in whole or in part by the CITY, including Titles I and II of the ADA and all applicable regulations, guidelines, and standards. ARTIST 's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully or appropriately used as a basis for delivery of service. ARTIST in accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Provider agrees that, during performance of this Agreement, Provider, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Provider agrees to comply with all applicable implementing regulations and shall include the provisions of this Section 19 in every subcontract for services contemplated under this Agreement. 9 The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the day and year set forth next to each signature. SIGNED, SEALED, AND DELIVERED in the presence OL. Wt s • � y�ub is •, '; 40 • Dillon Forge, Inc��14- lo4 �( By: Michael Dillon Its: Owner/President Dill Fore nc. By: Lauren B. Dillon Its: Owner/Secretary [AFFIX CORPORATE SEAL] CITY OF MILTON: IN Its: [CITY SEAL] 10 EXHIBIT A SCOPE OF WORK Construction, Process and Description Construction of the sculpture is a process of cutting, forging, machining, welding, chroming and applying a patina. This will all be completed in the Artist's fully equipped studio by hand, ensuring the excellence of craftsmanship. This is what sets the Artist's work apart from most sculpture being built today. Typically, a piece goes from an artist's concept to a fabricator, and in turn loses the soulful presence that is found in an object that is made entirely by the artist's hands. The only exception on this project will be the plating, in which will be performed by a sub -contractor directly chosen by the Artist. The Artist will oversee the process to ensure that the quality is exceptional. Another attribute that will set this sculpture apart is the weight of the material and method used to work the material. Most large-scale metal sculptures are built using boxed forms or limited structural shapes from the steel mill. This work will be built from solid material with enough girth to provide structure while remaining graceful. It is fluid in its nature and is not restricted by what the mill produces. Forging is a unique process that is both immediate and permanent. The extreme heat softens the metal, becoming pliable, and allowing a direct mark -making experience. This leaves the impressions of the Artist's movements behind, captured within the heated metal. Since this process is time sensitive, the emotional connection of forging requires one's mental, physical, artistic and technical strengths to work together. Once the engineered drawings are accepted for the sculpture and the foundation, the Artist will provide the foundation requirements. The Artist will be available to help coordinate the fabrication of the piece with the installation of the foundation by the City to ensure the installation is on track for the project's completion. Installation of the sculpture will be by overhead crane to minimize affected surrounding area and to keep the installation time to a minimum. Maintenance of the sculpture will encompass cleaning of surface finishes only. Patina finish is a natural weathering process that should never need to be replaced. "Victory" will be forged from solid- A-36 steel, and will stand approximately 8'-9' tall with an additional 3'-4' base. It will measure approximately 7'-8' wide and 2'-3' deep. The finish will be a.002 hard chrome surface that will be durable and maintenance free. The base will be a hollow form constructed out of plate steel. There will be 8 facets in which each sport will be represented with original images punched, pressed and forged into the facets. It will measure 18" wide, and 3'-4' tall. This will be a natural oxidized patina. The delineations of feathers will be placed on both sides of the wings. The Artist will compose four (4) panels, one on each column flanking the "Walls of Fame", to create a visual and tactile experience for the viewer that will connect the sculpture to the rest of the park. The panels will measure 2 %' x 4'. These panels will also contain the same images that are present on the sculpture base, representing each sport. In addition, both the base and the "Wall of Fame" surrounds will contain elements that pay homage to the Bell family and Bell Memorial Park's history. These will be chrome plated with a finish identical to "Victory". The City will provide the landscaping, obtain the building permit, build the foundation and provide the lighting. The City will inspect and certify the site. The City will provide access and appropriate security during the installation. The Artist will provide to the City the model of "Victory" at no extra charge upon receipt of the final payment. Intellectual Property The Artist will have the right to create and/or display images of the sculpture, including but not limited to a model of the sculpture, in Artist's studio, on Artist's website, and in any promotional materials and events created by or attended by or on Artist's behalf. Artist gives the City the right, for no additional fee, to publicly display and reproduce images of the sculpture by photographic, electronic, digital, mechanical or any other method that may become available following the installation of the sculpture, for educational, procurement, public relations, arts promotional, tourism, and other non-commercial, not for profit purposes. On any such reproductions, the City will acknowledge Artist's authorship and provide as a minimum a copyright notification. Where it is appropriate, the copyright notification will include the Artist's name and date of publication. In the event the City wishes to use the sculpture for commercial purposes, the City shall contact the Artist to negotiate a separate agreement. Budget for "Victory" and "Wall of Fame" Total $60,000.00 This budget reflects construction and installation of the sculpture only. The foundation(s), landscaping and lighting will be the responsibility of the city. Schedule and Payment From the time of acceptance, the Artist will negotiate terms with engineering consultant to start the process. The Artist will be responsible for the transportation and installation of all components of this project at no additional fee. First payment: 30% - $18,000.00 - This allows the Artist to order material, secure the engineer to start the engineering process and start fabrication. Second payment: 30% - $18,000.00 - At the 16th week mark, production should be half completed and the foundation can begin. Foundation work will be installed by the City. This must be completed at least one month before Dillon Forge installs the sculpture. Third payment: 30% - $18,000.00 - To be paid when fabrication of sculpture is completed. By the end of the 24th week, both the sculpture and the foundation will be finished. Once the work is accepted and the third payment is received, the Artist will install the sculpture. Final payment: 10% - $6,000.00 - Final acceptance of sculpture. Upon final acceptance and appropriate documentation, the final payment will be due. EXHIBIT B INSURANCE CERTIFICATE A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 4/30/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brand and Britt Insurance Agency 1255 Lakes Parkway, Suite 105 Lawrenceville GA 30043 CONTACT Lindsay Davis y NAME:AX PHONE (770) 963-6427 AIC No: (770)995-0192 ADDRIESS:ldavis@brandandbritt.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Columbia Insurance Group 40371 INSURED Dillon Forge, Inc. 14250 Birmingham Hwy Alpharetta GA 30004 INSURER B: INSURERC: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:14/15 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR 7ypE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MMIDDYYY /Y LIMITS MILTON, GA 30004 GENERAL LIABILITY Christi Harrell/CHRISjZ EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY CAM AGE TO RENTED 300,000 PREMISES Ea occurrence $ A CLAIMS -MADE Fx_� OCCUR CTPGA35255 5/1/2014 /1/2015 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 $ X POLICY PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAS OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N WC STATU- OTH- T MIT I ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION j im . cregge@ cityofmiltonga . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF MILTON 13000 DEERFIELD PKWY AUTHORIZED REPRESENTATIVE SUITE 107A MILTON, GA 30004 Christi Harrell/CHRISjZ ACORD 25 (2010/05) INS025 /grrinmi m ©1988-2010 ACORD CORPORATION. All rights reserved. Tho Ar:r)pn nnmo nnrl Innn nro ronictororl markt of Ar:r1Rr1 Apr 301410:20a Binder of Insurance Pending issuance and delivery of a policy pursuant to 11 insured and to all the terms and conditions of the po1J the State Farm Mutual Automobile Insurance Company Does hereby insure: MICHAEL P DILLON 14250 BIRMINGHAM HWY ALPHARETTA, CA 30004-3012 Policy Number: 199 4881 -C17 -11I Year Make Vehicle Identific 2000 FORD F250 SD PICKUP 1FTNX20I Coverages Liability Comprehensive 1M1'1/1MMJ1MM $200 :he _cy M application of the issued by the company I atilon Number (VIN) 1YEC61983 i i ::ol!lision Ded $500 Effective April 30, 2014, expiring not to exceed thirty {30) days hence and to become void immediately upon the issuance of a p lIcy in place hereof. ?lNY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY DR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM IONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF QSISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO COMMITS A ,RAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SUBJECTS SUCH PERSON TO :RIMINAL AND CIVIL PENALTIES. Date ) orized/Representati ve EXHIBIT "C" STATE OF GEORGIA CITY OF MILTON CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with the City of Milton has registered with and is participating in a federal work authorization program, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13-10-91. The undersigned further agrees that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to this contract with the City of Milton, contractor will secure from such subcontractor(s) similar verification of compliance with O.C.G.A. § 13-10-91 on the Subcontractor Affidavit provided in Rule 300-10-01-.08 in the form provided by the City. Contractor further agrees to maintain records of such compliance and provide a copy of each such verification to the City of Milton at the time the subcontractor(s) is retained to perform such service. EEV / Basic Pilot Program User Identification Number zk-61'rz �`� BY: Authorized O facer or Agent Date Dillon Forge, Inc. A f Title of Authorized Officer or Agent of Contractor /tit 1(W of (,),y Printed Name of Authorized Officer or Agent SUBSCRIBED AND SWORN B RE ME ON T THE DAY OF ! / ,1201$ l - N tary Public My Co m ssi n Expires: KIES� 'Q '01 AR Y ,<9,� . SAN C" 0 ZOiS :s �, STATE OF GEORGIA CITY OF MILTON EXHIBIT "D" SUBCONTRACTOR AFFIDAVIT By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with Dillon Forge, Inc. on behalf of the City of Milton has registered with and is participating in a federal work authorization program, in accordance with the applicability provisions and deadlines established in 0.C.G.A. § 13-10-91. EEV / Basic Pilot Program User Identification Number V BY: Authorized Officer or Age- ate Print Subcontractor Name Title of Authorized Officer or Agent of Subcontractor Printed Name of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF , 2013 Notary Public My Commission Expires: HOME OF `r�.E BEST QUALITY QF LIFE IN "FURL-. M I LTO NIP ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Consideration of a Parks and Recreation Agreement for Outside Providers between the City of Milton and Southern Educational Resources, LLC. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (APPROVED CITY ATTORNEY APPROVAL REQUIRED: (YES CITY ATTORNEY REVIEW REQUIRED: (KYES APPROVAL BY CITY ATTORNEY APPROVED PLACED ON AGENDA FOR: REMARKS (J NOT APPROVED (jNO () NO () NOT APPROVED © You PHONE: 678.242.25001 FAX: 678.242.2499 Green �AV ; Certified infoftityofmiltonga.us I www.cityofmiHongo.us' ' commty C..1 -1'.".1";'!P1 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 CE° To: Honorable Mayor and City Council Members From: Jim Cregge, Director of Parks and Recreation Date: Submitted on April 22, 2014 for the May 19, 2014 Regular Council Meeting Agenda Item: Consideration of a Parks and Recreation Agreement for Outside Providers between The City of Milton and Southern Educational Resources, LLC. ____________________________________________________________________________ Department Recommendation: Staff is recommending the Approval of a Parks and Recreation Agreement for Outside Providers between The City of Milton and Southern Educational Resources, LLC. Executive Summary: This is our first ever teenaged based program. The camps of Southern Educational Resources are designed from data collected from our community reflecting the interests and desires of local youth and parents. They offer a host of performing and fine arts camps featuring outstanding artist instructors. The engineering, robotics and coding camps use cutting edge technology. The academic camps in areas such as CSI, chemistry and creative writing keep learning exciting. Finally, the first ever Zombie Apocalypse Survival Team will prepare youth to respond to disasters while learning how to dispatch zombies! Funding and Fiscal Impact: The class pricing will vary based upon the class offered and the duration of the class. This contract offers a 15% commission on registration to the City. Alternatives: If this contract is not approved, we will have to continue our research to create programming for teenagers in the community. Page 2 of 2 Legal Review: Paul Higbee – Jarrard & Davis, March 5, 2013 (Contract Template) Concurrent Review: Chris Lagerbloom Attachment(s): 1) Parks and Recreation Department Agreement for Outside Providers between The City of Milton and Southern Educational Resources, LLC. HOME OF ' 1 T(_) ESTABLISHED 2006 CITY OF MILTON PARKS & RECREATION DEPARTMENT AGREEMENT FOR OUTSIDE PROVIDERS THIS IS AN AGREEMENT, made this day of , 2014, between: THE CITY OF MILTON, a municipal corporation organized and operating under the laws of the State of Georgia, with a business address of 13000 Deerfield Parkway, Suite 107 A, MILTON, Georgia 30004, hereinafter referred to as the "CITY." and SOUTHERN EDUCATIONAL RESOURCES, LLC hereinafter referred to as "PROVIDER". CITY and PROVIDER may hereinafter collectively be referred to as "the Parties". In consideration of the mutual obligations of the Parties and for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1.0 PROVIDER's Services and Responsibilities 1.1 PROVIDER shall conduct services generally described as Educational Summer Camps at the following locations: Cambridge High School, 2845 Bethany Bend, Milton, GA 30004; Hopewell Middle School, 13060 Cogburn Road, Milton, GA 30004; Northwestern Middle School, 12805 Birmingham Hwy, Milton GA 30004; Cogburn Woods Elementary School, 13080 Cogburn Road, Milton GA 30004; Birmingham Falls Elementary School, 14865 Birmingham Hwy, Milton GA 30004. 1.2 The PROVIDER's services shall be performed during the days and hours described in Exhibit "A," attached hereto and incorporated herein by reference. 1.3 The PROVIDER and The Director of the Parks & Recreation Department or his designee, hereinafter referred to as the "DEPARTMENT", will agree upon program schedules. PROVIDER agrees to submit a Program Request Form to the Coordinator for each program being proposed eight (8) weeks prior to the beginning of each session. 1.4 The fees charged to each participant will be as described in Exhibit "A" for residents of MILTON & ALPHARETTA and a surcharge of 50% more for non-residents of MILTON & ALPHARETTA. The entire balance of this surcharee for non-residents shall be paid to the CITY. ©►your PHONE: 678.242.25001 FAX: 678.242.2499 G iE E n *ccme�a Infoftityofmiltonga.us I www.cltyofmiltonga.us ++ rt Community 6 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 '"" """'°'"'"" ''a` Document 1.5 The PROVIDER warrants to CITY that it is not insolvent, it is not in bankruptcy proceedings or receivership, nor is it engaged in or threatened with any litigation or other legal or administrative proceedings or investigations of any kind which would have an adverse effect on its ability to perform its obligations under this Agreement. 1.6 The PROVIDER agrees that it shall be solely responsible for all costs and/or expenses associated with, or as a result of its operation under this Agreement. The PROVIDER stipulates and certifies that it is qualified to provide the programs it is hired to provide, maintains the education and required licenses or permits necessary to provide the programs, and shall continue to maintain such licenses or permits during the term of this Agreement. 1.7 This Agreement is considered a non-exclusive Agreement between the Parties. The CITY shall have the right to purchase the same kind of services to be provided by the PROVIDER from other sources during the term of this Agreement. The PROVIDER is not precluded from providing the same or similar services for other parties so long as such other engagements do not interfere with the PROVIDER'S provision of services to the CITY. 1.8 The DEPARTMENT must approve any promotional material, flyers, and posters advertising the programs prior to its release. The following content and topics shall specifically be prohibited. sexually explicit materials, profanity, child pornography, alcoholic beverages, tobacco products, adult movies, adult booklvideo stores, adult entertainment establishments, massage parlors, pawn shops, and tattoo parlors or shops. 1.9 The PROVIDER shall not promote any privately owned business in a CITY park/facility or solicit any participant in a CITY park/facility activity for any privately owned business. The PROVIDER may not use said facilities to conduct personal business including workshops, clinics, seminars, camps, or any other activities that are outside the scope of service described in (Exhibit "A"). It is further understood that such action(s) may result in immediate termination of the Agreement and the forfeiture of all compensation due to the PROVIDER. 1.10 The PROVIDER shall abide by the policies, procedures, rules and regulations of the DEPARTMENT, the CITY, and the FULTON COUNTY BOARD OF EDUCATION as promulgated from time to time. PROVIDER understands and agrees that the DEPARTMENT shall have first prioritp for use of CITY facilities, notwithstanding any other Provisions of this Agreement 1.11 All assistants, substitutes, and subcontractors utilized by the PROVIDER must have prior written approval of the DEPARTMENT. 1.12 PROVIDER shall provide necessary supervisory personnel to ensure that the participants of the programs obey all applicable policies, procedures, Rules and Regulations. Document 1.13 The DEPARTMENT or CITY may require that the PROVIDER not be permitted to utilize specific assistants, substitutes, or subcontractors of PROVIDER who have failed to follow any policies, procedures, rules or regulations applicable to the use of the facility. 1.14 Although the CITY shall not control the PROVIDER's techniques, methods, procedures, or sequence of instruction, the PROVIDER will comply with the CITY's and DEPARTMENT's policies, rules, regulations and procedures, as well as those of the FULTON COUNTY BOARD OF EDUCATION, and shall not interfere with their operation, nor harm or damage the equipment or facilities afforded to PROVIDER for his/her programs, nor otherwise disrupt the other on-site activities being offered at such public facilities. 1.15 The PROVIDER also acknowledges that he or she is primarily responsible for the conduct of the participants in all programs under the PROVIDER's charge. 1.16 If the PROVIDER will be providing services directly with minor children without parental supervision, the PROVIDER shall, prior to commencing services under this Agreement, comply with the CITY's policy regarding criminal background screening. The CITY will furnish the PROVIDER with a background release form (Exhibit "1111) for all the provider's counselors, coaches, volunteers, subcontractors, employees or any other individuals that will come in contact with a child, at the PROVIDER's sole expense. A Consent and Release Form to conduct a criminal background must be executed by any of PROVIDER's employees or any individual who will come in contact with a child at the CITY through PROVIDER or at PROVIDER's direction, such form authorizing the CITY to conduct a search of each such individual's criminal background. The result of such inquiry may be deemed acceptable by the CITY in its sole and complete discretion, and the CITY may reject any individual from participating in any program based upon such results. If the PROVIDER has recently had a background screening conducted by another agency, the CITY, at its sole discretion, may accept that background screening and waive the requirement of a new background screening. PROVIDER and its employees must also execute a Waiver and Release of Liability holding the CITY and FULTON COUNTY BOARD OF EDUCATION harmless. 1.17 The CITY shall require all participants in all programs to sign a Waiver and Release of Liability. ARTICLE 2.0 Equipment & Materials 2.1 All program materials and equipment needed or pertaining to the above stated programs will be provided by the PROVIDER at his/her own cost and expense. However, Document PROVIDER may require participants to obtain certain materials required in the programs by providing a list of such materials (with approximate costs) to the participants. If PROVIDER makes such materials available to participants, they must be sold at PROVIDER's cost. All equipment provided by the PROVIDER shall be used in strict accordance with equipment manufacturer's instructions and in accordance with all applicable laws. PROVIDER shall coordinate storage of goal posts with the principal of the school located at the facility. 2.2 The sale of merchandise is restricted to those materials utilized in and for the programs. Fundraising activities conducted by the PROVIDER will not be permitted. The PROVIDER shall obtain the CITY's approval of any merchandise to be sold prior to its distribution or sale. 2.3 The CITY will provide no storage space to the PROVIDER, unless otherwise mutually agreed upon in a separate written agreement. 2.4 Any supplies or equipment left at the facility will be the responsibility of the PROVIDER. The CITY will not be responsible for any lost, stolen, or broken equipment or supplies. 2.5 The PROVIDER shall inspect the premises and equipment offered to him/her for his/her proposed activity and if he or she finds anything wrong with the premises or equipment before each program commences that cannot be corrected immediately by the DEPARTMENT, the program shall be canceled and the matter reported to the DEPARTMENT for correction. If the PROVIDER elects to hold his/her programs in the facility provided, it will be presumed that the PROVIDER has inspected the premises and facilities and equipment provided for such programs and has accepted same as being safe and suitable for the use intended. ARTICLE 3.0 Proeram Size Minimums: 3.1 ACTIVE: Program sizes shall meet the minimum numbers of participants for each program as designated in Exhibit "A." ARTICLE 4.0 Compensation and Method of Payment 4.1 In consideration of the releases and indemnities contained herein and of the PROVIDER's services in connection with the programs and activities described herein, the CITY shall be entitled to 15% of the registration fees paid by all program participants to the PROVIDER, and the PROVIDER shall be entitled to 85% of such fees paid, exclusive of the 50% non-resident surcharge. The 50% non-resident surcharge is fully payable to the CITY and shall not be included in PROVIDER's gross -income calculation. PROVIDER shall be entitled to retain all non -registration fees paid by participants to Document PROVIDER, i.e. PROVIDER membership fees and costs for uniforms and pictures to participants. 4.2 The PROVIDER agrees to collect all fees from participants, and the PROVIDER agrees to provide CITY with schedules of fees to be charged to participants in conformance with Exhibit "A". It is agreed that the PROVIDER's sole obligation shall be to collect the fees from the participants and to remit the 15% of the fees collected as well as all 50% non-resident surcharge amounts to the CITY with a pay -out report of all monies collected. Payment will be made to the CITY within fourteen (14) business days of the end of each month or session or program whichever occurs first. 4.3 It is the responsibility of the PROVIDER to pay all applicable local, state, and federal taxes associated with this Agreement, and to acquire and pay for all necessary permits, licenses, and insurance required for the execution of this Agreement. ARTICLE 5.0 Independent PROVIDER 5.1 This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the PROVIDER is an independent contractor under this Agreement and not a CITY employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, The State Workers Compensation Act, and the State unemployment insurance law. The PROVIDER shall retain sole and absolute discretion in the judgment of the manner and means of carrying out PROVIDER's activities and responsibilities hereunder. The PROVIDER agrees that it is a separate and independent enterprise from the CITY, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work required hereunder. This Agreement shall not be construed as creating any joint employment relationship between the PROVIDER and the CITY and the CITY will not be liable for any obligation incurred by PROVIDER, including but not limited to unpaid minimum wages or overtime premiums. 5.2 PROVIDER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the PROVIDER to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. Document ARTICLE 6.0 Insurance 6.1 PROVIDER shall not provide any service until all insurance required under this paragraph has been obtained and approved by the CITY. 6.2 Certificates of Insurance. Certificates of Insurance reflecting evidence of the required insurance shall be filed with the CITY prior to the commencement of this Agreement. These Certificates shall contain a provision that coverages afforded under these policies will not be cancelled until at least forty-five days (45) prior written notice has been given to the CITY. Policies shall be issued by companies authorized to do business under the laws of the State of Georgia. Financial Ratings must be not less than "A -VI" in the latest edition of `Best Key Rating Guide", published by A.M. Best Guide. 6.3 Insurance shall be in force until the obligations required to be fulfilled under the terms of the Agreement are satisfied. In the event the insurance certificate provided indicated that the insurance shall terminate and lapse during the period of this Agreement, then in that event, the PROVIDER shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement and extension thereunder is in effect. The PROVIDER shall not provide any service pursuant to this Agreement unless all required insurance remains in full force and effect. 6.4 Commercial General Liability insurance to cover liability bodily injury and property damage. Exposures to be covered are: premises, operations, products/completed operations, and certain contracts. Coverage must be written on an occurrence basis, with the following limits of liability: $1,000,000 Combined Single Limit — each occurrence $2,000,000 Combined Single Limit — general aggregate $1,000,000 Personal Injury $1,000,000 Products/Completed Operations Aggregate PROVIDER shall have its insurer name the City of MILTON as an additional insured on its General Liability policy. 6.5 Worker's Compensation insurance shall be maintained during the life of this Agreement to comply with the statutory limits for all employees, and in the case any work is sublet, the PROVIDER shall require the subcontractor(s) similarly provide Workers Compensation Insurance for all the latter's employees unless and until such employees are covered by the protection afforded by the PROVIDER. The PROVIDER and his subcontractors shall maintain during the life of this Agreement Employers Liability Insurance. The following limits must be maintained: Document A. Workers Compensation Statutory B. Employer's Liability $100,000 each accident $500,000 Disease -policy limit $100,000 Disease -each employee If PROVIDER or its subcontractor claims to be exempt from this requirement, PROVIDER shall provide CITY proof of such exemption along with a written request for CITY to exempt PROVIDER, written on PROVIDER or subcontractor's letterhead. 6.6 PROVIDER shall also maintain Auto Liability and Directors and Officers insurance with limits reasonably acceptable to CITY during the term of this Agreement. 6.7 The CITY and the Fulton County Board of Education shall each be named as an additional insured and loss payee on all policies required by this Agreement. ARTICLE 7.0 Term and Termination 7.1 After a two (2) month trial period, the programs will be evaluated by the DEPARTMENT, and the remainder of this Agreement will either be terminated or continue in full force and effect. If at any time after the two (2) month evaluation, program enrollment should fall below the required minimum, the PROVIDER will be allotted four (4) weeks to bring enrollment up to the required minimum. The programs will be reevaluated and execution or termination of the contract will be determined by the DEPARTMENT. 7.2 The term of this Agreement shall commence upon the date of execution hereof and shall remain in effect for a period of one (1) year from the date of execution of this Agreement by the CITY, unless terminated sooner as provided in this Article. Renewal of this Agreement beyond the one (1) year term shall require the mutual written agreement of the CITY and PROVIDER. 7.3 This Agreement may be terminated by the CITY for convenience upon giving of at least thirty (30) days prior written notice of termination to the PROVIDER at the PROVIDER's address set forth herein at the sole and exclusive discretion of the CITY. This Agreement may be terminated by the City immediately by written notice to PROVIDER upon any willful, reckless, or grossly negligent act or omission by PROVIDER or any of its officers, agents, employees, or volunteers. 7.4 This Agreement may be terminated by PROVIDER upon giving at least thirty (30) days written notice of termination to the CITY. 7.5 PROVIDER must notify the DEPARTMENT in writing of any program cancellations at least ten (10) business days prior to the scheduled cancellation. Document 7.6 CITY reserves the right to cancel or reschedule any of the PROVIDER's programs, in the case of scheduling conflicts or other emergencies, as determined by the DEPARTMENT. ARTICLE 8.4 Indemnification 8.1 PROVIDER agrees to indemnify and hold harmless the CITY and the FULTON COUNTY BOARD OF EDUCATION, their trustees, elected and appointed officers, agents, servants and employees, from and against any and all claims, demands, or causes of action of whatsoever kind of nature, and the resulting losses, costs, expenses, reasonable attorneys' fees, including paralegal fees, liabilities, damages, orders, judgments, or decrees, sustained by the CITY, the FULTON COUNTY BOARD OF EDUCATION, or any third party arising out of, or by reason of, or resulting from the will full or negligent acts, errors, or omissions of the PROVIDER or its agents, officers, volunteers or employees. 8.2 The Parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the PROVIDER's responsibility to indemnify. ARTICLE 9.0 Americans With Disabilities Act 9.1 PROVIDER shall not discriminate against any person in its operation and activities in its use or expenditure of the funds or any portion of the funds provided by this Agreement and shall affirmatively comply with all applicable provisions of the Americans With Disabilities Act ("ADA"), in the programs while providing any services funded in whole or in part by the CITY, including Titles I and II of the ADA and all applicable regulations, guidelines, and standards. 9.2 PROVIDER's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully or appropriately used as a basis for delivery of service. 9.3 PROVIDER in accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Provider agrees that, during performance of this Agreement, Provider, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Provider agrees to comply with all applicable implementing Document regulations and shall include the provisions of this Section IV(R) in every subcontract for services contemplated under this Agreement. ARTICLE 10.0 Miscellaneous 10.1 No modification, amendment, or alteration of the terms and conditions contained shall be effective unless contained in a written document executed with the same formality and equal dignity herewith. 10.2 This Agreement is non -transferable or assignable, and PROVIDER agrees not to transfer or assign the performance of services called for in the Agreement. 10.3 This Agreement sets forth the full and complete understanding of the Parties as of the effective date, and supersedes any and all negotiations, agreements, and representations made or dated prior to this Agreement. 10.4 The PROVIDER shall pay reasonable attorney's fees to the City should the City be required to incur attorney's fees in enforcing the provisions of this Agreement. 10.5 Time is of the essence of this Agreement. 10.6 Each of the individuals who executes this Agreement agrees and represents that he is authorized to execute this Agreement on behalf of the respective entity. Accordingly, the City and PROVIDER both waive and release any right to contest the enforceability of this Agreement based upon the execution and/or approval thereof. 10.7 Nondiscrimination: In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the PROVIDER agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, PROVIDER agrees to comply with all applicable implementing regulations and shall include the provisions of this Section in every subcontract for services contemplated under this Agreement. Document IN WITNESS OF THE FOREGOING, the Parties have set their hands and seal the day and year first written above. ATTEST: SUDIE GORDON, CITY CLERK WITNE : i�'tiZ C CITY: BY: JOE LOCKWOOD, MAYOR PROVIDER: BY: THOMAS I H WA URN, PRESIDENT [AFFIX CORPORATE SEAL] EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Beginning Potter's Wheel Camp Description (remember — this is marketing, so sound awesome): All levels are welcome to attend. Beginning students will learn the basic principles of making pottery on the wheel. Students will learn centering, throwing, and trimming techniques. The more advanced students will continue to develop their skills and techniques. They will concentrate on individual projects. All tools are provided but you may bring your own. Name of Camp Instructor: Cayce Jett Bio of Camp Instructor (make yourself sound good!): I received my BFA in Art Education with a minor in English Literature from the University of West Georgia in 2012. I will be starting my third year of teaching in the fall of 2014 at Cambridge Nigh School. I have attended several ceramic workshops at Spruill Center for the Arts, Brenau University, and the Western North Carolina Pottery Festival. It is through these workshops that I have been able to advance my skills through hands on demonstrations, including: raku firing, throwing, hand -building techniques, and surface design. Designated school organization benefiting from camp: Cambridge Visual Art Department Participant Ages: 14+ Days of the week program is offered: Monday through Friday Time of Program (choose): 8:30 am — 12:00 pm and 1:00 pm — 4:30 pm Program Dates (choose): June 16-20 and July 7-11 Program Fee: $179.00 plus materials fee of $20 Program Enrollment: Minimum Maximum -6_ Materials to be supplied by participants (if any): none Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.orq (Fax) call for number Office Use Only, Program Rate:$ # of programs in Session: Fee/Program: I EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Can you handle it? Camp Description (remember — this is marketing, so sound awesome): All levels are welcome to attend. Students will explore the use of handles on pots through hand -built functional ware. Students will explore the use of handles as both a decorative and functional element. We will also talk about others ways to make and use handles. All tools will be provided but you may bring your own. Name of Camp Instructor: Cayce Jett Bio of Camp Instructor (make yourself sound good!): I received my BFA in Art Education with a minor in English Literature from the University of West Georgia in 2012. 1 will be starting my third year of teaching in the fall of 2014 at Cambridge High School. I have attended several ceramic workshops at Spruill Center for the Arts, Brenau University, and the Western North Carolina Pottery Festival. It is through these workshops that I have been able to advance my skills through hands on demonstrations, including: raku firing, throwing, hand -building techniques, and surface design. Designated school organization benefiting from camp: Cambridge Visual Art Department Participant Ages: 14+ Days of the week program is offered: Monday through Friday Time of Program (choose): 8:30 am — 12.00 pm OR 1:00 pm — 4.30 pm Program Dates (choose): July 7-11 Program Fee: $179.00 plus materials fee of $20 Program Enrollment: Minimum Maximum 10 Materials to be supplied by participants (if any): none Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: none PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.org (Fax) call for number Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only. - Program Rate:$_ # of programs in Session: Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Crazy Chemistry, Camp Description (remember — this is marketing, so sound awesome): Is it Magic? No!! It's Chemistry! Campers will explore things that go "fizz, pop and bang" in "Crazy Chemistry". Discover the wonders of chemistry through hands-on activates that are colorful, messy and surprising. Campers will explore crazy chemical reactions make slime, and discover the science behind tie-dye (just to name a few) Science has never been so fun! Name of Camp Instructor: Dahlia Restler Bio of Camp Instructor (make yourself sound good!): Dahlia Restler has taught in Fulton County for 16 years. She is currently the TAG department chair at Cambridge High school and teaches Honors Chemistry. She earned her undergraduate degree in Biochemistry from Indiana University, and then went on to earn her Masters Degree in Science Education at Emory University. Dahlia worked in a laboratory doing research before deciding to become a teacher. She enjoys to watch kids learn to love science through hands-on activities. Designated school organization benefiting from camp: Cambridge High School Participant Ages: upcoming middle school Days of the week program is offered: Monday through Friday Time of Program (choose): 1:00 pm — 4:30 pm Program Dates (choose). June 16-20 Program Fee: $179.00 plus materials fee of $15 Program Enrollment: Minimum 10 Maximum 20 Materials to be supplied by participants (if any): White t -shirt, socks, white pillowcases, etc... for tie-dye Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.orq (Fax) call for number Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only. - Program Rate:$ # of programs in Session: Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Code Ca Camp Description (remember – this is marketing, so sound awesome): Code camp is an exciting introduction to the world of computer programming. This course will cover everything from basic programming fundamentals to object oriented programming. You will learn how to write programs in C#. You will leave with a good understanding of how to take these basic fundamentals to build applications. This is a foundational class that will give you the knowledge you need to learn and master any computer language that comes your way. Name of Camp Instructor: —Damien Silveira Bio of Camp Instructor (make yourself sound good!): I have been writing computer programs since 1 was 17 year old. I wrote my first production computer application for the high school that I attended to manage student records and grades. I started my professional career at The Learning Company in California working on products such as Reader Rabbit, Math Rabbit, Treasure Mountain, Challenge of the Ancient Empires and The Children's Writing and Publishing Center. One of the web development projects that I built that is well know is the My T -Mobile section of T -Mobile's website. I have worked for many companies over the years and had a very exciting and fulfilling career and I am excited to share my world with each of you. Designated school organization benefiting from camp: _? Participant Ages: 11 to 15 Days of the week program is offered: Monday through Fridav Time of Program (choose): 8:30 am — 12:00 pm OR 1:00 pm — 4:30 pm Program Dates (choose): June 16-20 OR July 7-11 Program Fee: $179.00 plus materials fee of _? Program Enrollment: Minimum _,8 Maximum -1 5 Materials to be supplied by participants (if any): Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: Computer with Windows 7 or later (64bit preferred but not required), Visual studio 2013 Professional (available to students for free @ https://www.dreamspark.com/Product/Product.aspx?productid=72&cmpid=W VS DSV D S 728x90 ENG) and a strong willingness to learn and have fun. PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.orq (Fax) call for number Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only. Program Rate:$ # of programs in Session: S Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Immersion in color and happy accidents with paint Camp Description (remember — this is marketing, so sound awesome): Let's get messy and experiment with paint! With color being such an elusive concept, we will begin to understand color theory and selecting a color palette. Students will start the workshop by uncovering paint qualities such as value, intensity, opacity, finish, and fluidity. Next, students will begin to understand how colors interact with each other and discover personal color preferences through mixing and layering. The key focus of the workshop is to permit experimentation with media, involving layering, cutting or tearing, and collaging works during a playful action/ reaction experience with paint. The end results will be incredibly self- reflective, allowing for a deeper understanding of color choices and personal voice. Name of Camp Instructor: Natalie Hudson Bio of Camp Instructor (make yourself sound good!): Natalie Hudson has taught with Fulton County Schools for 8 years, and is the Visual Art Department Chair at Cambridge High School. With a Masters of Fine Arts in Printmaking from Savannah College of Art and Design, Mrs. Hudson is well versed in the studio art practice. In addition, Mrs. Hudson extensive color theory training, and is the current drawing and painting instructor at Cambridge High School. As a practicing artist, her work is frequently on display in art venues both juried and collaborative shows. Designated school organization benefiting from camp: _Cambridge High School Visual Arts Participant Ages: `14-18 Days of the week program is offered: Monday through Friday Time of Program (choose): 1- 4:30 pm Program Dates (choose): June 16-20 Program Fee: $179.00 plus materials fee of _$21 Program Enrollment: Minimum _6 Maximum 15 Materials to be supplied by participants (if any): Sketchbook Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: Closed toe shoes, layered comfortable clothing, permission to access internet and use school computers. PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.org (Fax) call for number Office Use Only Program Rate:$ # of programs in Session: Fee/Program: 5 EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Milton Creative Writing Studio Camp Description (remember — this is marketing, so sound awesome): Combining enthusiasm for language and love of writing, Milton's Creative Writing Studio will help students develop a portfolio of revised poetry and stories. With small class sizes, students will have access to individual mentorship on how to give and receive constructive feedback and how to improve their writing. This camp immerses students in a world of guided reading, writing, critique, and discussion. Journey with us through the world of creative writing and emerge with a collection of works you can be proud of! Name of Camp Instructor: Jordan Kohanim Bio of Camp Instructor (make yourself sound good!): Jordan Kohanim has been teaching English Language Arts in the state of Georgia for eight years and has coached debate for five of those years. Not only has she presented at multiple local and national conventions for teachers of English, she also is nationally recognized for her writing, coaching, and teaching. She looks forward to helping your child navigate through and excel in this new age of communication by emphasizing critical thinking and creativity. Designated school organization benefiting from camp: Northview High School Debate Participant Ages: 11-14 years old (grades 6-9) Days of the week program is offered: Monday through Friday Time of Program (choose): 1:00 pm — 4:30 pm Program Dates (choose): July 7-11 Program Fee: $179.00 plus materials fee of _$20 Program Enrollment: Minimum 5 Maximum 10 Materials to be supplied by participants (if any): pencils, pens, notebook paper Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: NONE PROVIDER Name: Southern Educational Resources, LLC Address. 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.org (Fax) call for number Office Use only. Program Rate:$_ S # of programs in Session: Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Milton Creative Writing Studio Camp Description (remember – this is marketing, so sound awesome): Combining enthusiasm for language and love of writing, Milton's Creative Writing Studio will help students develop a portfolio of revised poetry and stories. With small class sizes, students will have access to individual mentorship on how to give and receive constructive feedback and how to improve their writing. This camp immerses students in a world of guided reading, writing, critique, and discussion. Journey with us through the world of creative writing and emerge with a collection of works you can be proud of! Name of Camp Instructor: Jordan Kohanim Bio of Camp Instructor (make yourself sound good!): Jordan Kohanim has been teaching English Language Arts in the state of Georgia for eight years and has coached debate for five of those years. Not only has she presented at multiple local and national conventions for teachers of English, she also is nationally recognized for her writing, coaching, and teaching. She looks forward to helping your child navigate through and excel in this new age of communication by emphasizing critical thinking and creativity. Designated school organization benefiting from camp: Northview High School Debate Participant Ages: 11-14 years old (grades 6-9) Days of the week program is offered: Monday through Friday Time of Program (choose): 1:00 pm – 4:30 pm Program Dates (choose): June 16-20 Program Fee: $179.00 plus materials fee of —$20 Program Enrollment: Minimum 5 Maximum 10 Materials to be supplied by participants (if any): pencils, pens, notebook paper Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: NONE PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.orA (Fax) call for number Office Use Only.• Program Rate:$ # of programs in Session: Fee/Program: rI EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Milton Creative Writing Studio Camp Description (remember — this is marketing, so sound awesome): Combining enthusiasm for language and love of writing, Milton's Creative Writing Studio will help students develop a portfolio of revised poetry and stories. With small class sizes, students will have access to individual mentorship on how to give and receive constructive feedback and how to improve their writing. This camp immerses students in a world of guided reading, writing, critique, and discussion. Journey with us through the world of creative writing and emerge with a collection of works you can be proud of! Name of Camp Instructor: Jordan Kohanim Bio of Camp Instructor (make yourself sound good!): Jordan Kohanim has been teaching English Language Arts in the state of Georgia for eight years and has coached debate for five of those years. Not only has she presented at multiple local and national conventions for teachers of English, she also is nationally recognized for her writing, coaching, and teaching. She looks forward to helping your child navigate through and excel in this new age of communication by emphasizing critical thinking and creativity. Designated school organization benefiting from camp: Northview High School Debate Participant Ages: 11-14 years old (grades 6-9) Days of the week program is offered: Monday through Friday Time of Program (choose): 8:30 am — 12:00 pm Program Dates (choose): July 7-11 Program Fee: $179.00 plus materials fee of $20 Program Enrollment: Minimum 5 Maximum 10 Materials to be supplied by participants (if any): pencils, pens, notebook paper Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: NONE PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tam@southed.org (Fax) call for number Office Use Only. Program Rate:$ # of programs in Session: Fee/Program: 1 r EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Milton Creative Writing Studio Camp Description: Combining enthusiasm for language and love of writing, Milton's Creative Writing Studio will help students develop a portfolio of revised poetry and stories. With small class sizes, students will have access to individual mentorship on how to give and receive constructive feedback and how to improve their writing. This camp immerses students in a world of guided reading, writing, critique, and discussion. Journey with us through the world of creative writing and emerge with a collection of works you can be proud of! Name of Camp Instructor: Jordan Kohanim Bio of Camp Instructor (make yourself sound good!): Jordan Kohanim has been teaching English Language Arts in the state of Georgia for eight years and has coached debate for five of those years. Not only has she presented at multiple local and national conventions for teachers of English, she also is nationally recognized for her writing, coaching, and teaching. She looks forward to helping your child navigate through and excel in this new age of communication by emphasizing critical thinking and creativity. Designated school organization benefiting from camp: Northview High School Debate Participant Ages: 11-14 years old (grades 6-9) Days of the week program is offered: Monday through Friday Time of Program (choose): 8:30 am — 12:00 pm Program Dates (choose): June 16-20 Program Fee: $179.00 plus materials fee of _$20 Program Enrollment: Minimum 5 Maximum 10 Materials to be supplied by participants (if any): pencils, pens, notebook paper Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: NONE PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.orq (Fax) call for number Office Use Only. Program Rate:$_ S # of programs in Session: Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Camp CSI & CJ Camp Description (remember — this is marketing, so sound awesome): Learn how to process a crime scene, handcuff a suspect, lift fingerprints and cast a footprint! The most popular summer camp of 2013 is back and better! More tactical movement and SWAT, more knife disarms, mock trial in our courtroom and many other improvements will make this a camp you can never forget! Name of Camp Instructor: Dr. Thomas Washburn Bio of Camp Instructor (make yourself sound good!): Nationally recognized as one of the best teachers in law and public safety, Dr. Washburn literally invented law and justice programs. He was the first in the county to teach criminal forensics in a high school. This former police officer has trained with the FBI, GBI and many other agencies. Designated school organization benefiting from camp: SkillsUSA Participant Ages: 11-15 Days of the week program is offered: Monday through Friday Time of Program (choose): 1:00 pm — 4:30 pm Program Dates (choose): June 16-20 both July 7-11 Program Fee: $179.00 plus materials fee of $25 Program Enrollment: Minimum 5 Maximum 20 Materials to be supplied by participants (if any): Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.org (Fax) call for number Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only, Program Rate:$ # of programs in Session: S Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Digital Photography and Photoshop Camp Description (remember — this is marketing, so sound awesome): Learn to use your digital camera to its full potential! This workshop will first discuss principles of photography, introduce composition and dynamic framing choices, and approach an understanding of engaging subject matter. We will spend some time !earning how to use a digital camera to create a dynamic photograph (including white balance, aperture priority, and exposure bracketing), and then move in to learning digital editing techniques using Adobe Photoshop. At the completion of the course, students will choose a printing format from a menu and order their created image to be printed. Name of Camp Instructor: Natalie Hudson Bio of Camp Instructor (make yourself sound good!): Natalie Hudson has taught with Fulton County Schools for S years, and is the Visual Art Department Chair at Cambridge High School. With a Masters of Fine Arts in Printmaking from Savannah College of Art and Design, Mrs. Hudson is well versed in the studio art practice. In addition, Mrs. Hudson has a minor in photography with a focus on studio lighting. As a practicing artist, her work is frequently on display in art venues both juried and collaborative shows. Designated school organization benefiting from camp: _Cambridge High School Visual Arts Participant Ages: _14-1 Days of the week program is offered: Monday through Friday Time of Program (choose): 8:30 am — 12:00 Program Dates (choose): June 16-20 AND July 7-11 Program Fee: $179.00 plus materials fee of _$21 Program Enrollment: Minimum _6 Maximum 20 Materials to be supplied by participants (if any): _Digital Camera with memory card and card reader or computer cord. Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: _Closed toe shoes, layered comfortable clothing, permission to access internet and use school computers. PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.org (Fax) call for number Office Use Only. Program Rate:$ # of programs in Session: Fee/Program: a r EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Expressive Mark -Making and Large Scale DrawinJg Camp Description (remember — this is marketing, so sound awesome): It's time to loosen up and work BIG! Learn to use alternative drawing materials like sticks, inks, and graphite or charcoal to express yourself through mark -making techniques. We will begin the workshop with an introduction to observational gesture drawing and seeing as an artist, and then move in to looking at drawing materials through an alternative lens. This workshop will focus on gesture drawing while embracing expressive line qualities that are very individual to your own style. Most of all, we will be working large-scale, with no paper being smaller than 18x24" to encourage standing and stepping away from your artworks and embracing self-expression. Use workshop as an opportunity to extend your art portfolio and work with a new drawing style! Name of Camp Instructor: Natalie Hudson Bio of Camp Instructor (make yourself sound good!): Natalie Hudson has taught with Fulton County Schools for 8 years, and is the Visual Art Department Chair at Cambridge High School. With a Masters of Fine Arts in Printmaking from Savannah College of Art and Design, Mrs. Hudson is well versed in the studio art practice. In addition, Mrs. Hudson extensive observational drawing training, and is the current drawing and painting instructor at Cambridge High School. As a practicing artist, her work is frequently on display in art venues both juried and collaborative shows. Designated school organization benefiting from camp: _Cambridge High School Visual Arts Participant Ages: _14-1 Days of the week program is offered: Monday through Friday Time of Program (choose). 1- 4.30 pm Program Dates (choose): June 16-20 Program Fee: $179.00 plus materials fee of �$21 Program Enrollment: Minimum _,6 Maximum 15 Materials to be supplied by participants (if any): Sketchbook Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: Closed toe shoes, layered comfortable clothing, permission to access internet and use school computers. PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom a@southed.org (Fax) call for number Ofce Use Only. Program Rate:$ # of programs in Session: Fee/Program: 5 EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Technology Student Association (TSA) Summer Engineering Cam Camp Description: Do you believe the fictional movie character Iron Man could become a reality in your lifetime? If not, do not pursue engineering for a job choice. I do believe that an Iron Man could be designed and built by an engineer in your lifetime Engineering is involved in every facet of our daily lives. In addition the top ten highest paying iobs in the nation usually involve some type of engineering If you have the desire to learn basic engineering principles, such as the engineering design process, basic computer aided design (CAD), then this is a camp you cannot miss You will receive training on how to use AutoDesk Inventor CAD software. This will enable you to create parts for your project. Next, you will produce a three-dimensional made( of the parts from your drawings. All parts will be produced using a state of the art 3D Printer. This camp will not disappoint you, and you get to keep your project. Name of Camp Instructor: Mr. Wayne Thompson Bio of Camp Instructor: Mr. Thompson Over the past six years, Mr. Wayne Thompson has worked to build engineering programs in Fulton County Schools. When employed by Sandy Springs Charter Middle School he and his students were awarded a first place trophy at a TSA -First Lego League Robotics State Leadership Conference. Currently, Mr. Thompson is the Engineering and Architecture teacher at Cambridge High School. Last year, Mr. Thompson's Technology Student Association (TSA) members placed third in the Architectural Renovation competition, at the TSA National Conference in Orlando Florida. The entire house was printed from ABS plastic, using Cambridge High School's 3D Printer. During his teaching career, Mr. Thompson has served as a TSA Advisor sponsoring robotics, engineering, and architectural design competitions throughout the state of Georgia for the past twenty-five years. In addition, Mr. Thompson worked as a sales representative in the automotive industry for four years. During that time, he worked directly with engineers plant managers, and purchasing agents to supply them with mill supplies, tools, coolant and machinery. Mr. Thompson firmly believes his past work experience has enhanced his ability to be an effective engineerina teacher. Designated school organization benefiting from camp: Cambridge High School Participant Ages: Middle School Students — Ages 11-14 and High School Students — Ages 14-16. Days of the week program is offered: Monday through Friday Time of Program (choose): 8:30 am — 12:00 pm OR 1:00 pm — 4:30 pm BOTH Program Dates (choose): June 16-20 OR July 7-11 Program Fee: $179.00 plus materials fee of $25.00 (ABS Plastic for 3D Printer ) Program Enrollment: Minimum 15 Maximum 30 Materials to be supplied by participants (if any): None Materials to be supplied by PROVIDER: None Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: None PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.org (Fax) call for number Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only. - Program Rate:$ # of programs in Session: S Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Improvisation and IMAGINATION—Drama Camp Camp Description (remember – this is marketing, so sound awesome): We will use improvisation, imagination and creative writing to produce our own production) Join in for this one week camp creative celebration. Students will explore theatre through drama games, comedy improvisation, scripted and improvised materials. All skill levels nra wplr�nmpl Name of Camp Instructor: Tracey Buot Bio of Camp Instructor (make yourself sound good!): Mrs. Tracey Buot has a career in the fine arts that spans over 20 years. She has extensive professional acting directing and design credits. Her teaching experience includes the University of Virginia, Ballet Rotaru, The Westminster Schools, Oak Grove Young Children's School, Zone of Light Studio, Summer Institute for the Gifted at Emory University and for the past 5 years Mrs. Buot was the Fine Arts Director at Sophia Academy where she taught both drama and visual arts. Tracey Buot is the current Drama Director for Cambridge High School. Mrs. Buot holds a Master of Fine Arts in Drama from the University of Virginia, a Bachelor of Fine Arts in Performance and a Bachelor of Arts in Political Science both from the University of Florida. Her professional memberships include the Educational Theatre Association Actor's Equity Candidate, and International Thespians. Designated school organization benefiting from camp: Drama (Account 614) Participant Ages: 61h through 8"' grade Days of the week program is offered: Monday through Friday Time of Program (choose): 8:30 am – 12:00 pm OR 1:00 pm – 4:30 pm Program Dates (choose): June 16-20 OR July 7-11 Program Fee: $179.00 plus materials fee of $20 Program Enrollment: Minimum 10 Maximum 20 Materials to be supplied by participants (if any): Materials to be supplied by PROVIDER. All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.org (Fax) call for number Office Use Only. Program Rate:$ # of programs in Session: Fee/Program: CI r No Text EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Theatre Intensive Camp Camp Description (remember — this is marketing, so sound awesome): Immerse yourself into theatre — We will act, direct write and produce a show! We will explore how to develop and create full and interesting characters by learning how to express ourselves through the use of voice gestures, and body language Students will explore theatre through scripted and improvised materials All skill levels are welcome! Name of Camp Instructor: Tracey Buot Bio of Camp Instructor (make yourself sound good!): Mrs. Tracey Buot has a career in the fine arts that spans over 20 years. She has extensive professional acting directing and design credits. Her teaching experience includes the University of Virginia Ballet Rotaru, The Westminster Schools Oak Grove Young Children's School Zone of Light Studio, Summer Institute for the Gifted at Emory University and for the past 5 years Mrs Buot was the Fine Arts Director at Sophia Academy where she taught both drama and visual arts. Tracey Buot is the current Drama Director for Cambridge High School Mrs. Buot holds a Master of Fine Arts in Drama from the University of Virginia a Bachelor of Fine Arts in Performance and a Bachelor of Arts in Political Science both from the University of Florida. Her professional memberships include the Educational Theatre Associations Actor's Equity Candidate. and International Thespians Designated school organization benefiting from camp: Drama (Account B14) Participant Ages: Incoming Freshmen through 12 grade Days of the week program is offered: Monday through Friday Time of Program (choose): 8:30 am — 12:00 pm OR 1:00 pm —4:30 pm Program Dates (choose): June 16-20 OR July 7-11 Program Fee: $179.00 plus materials fee of $20 Program Enrollment: Minimum 10 Maximum 25 Materials to be supplied by participants (if any): Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.org (Fax) call for number Office Use Only Program Rate:$ # of programs in Session: Fee/Program: S EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Technology Student Association (TSA) — VEX Robotics Cam Camp Description: DO YOU LIKE TO BUILD? ROBOTICS IS BOOMING. Mechanization is becoming the way of 215` century life, and with it, the field of robotics is booming. Robots in all of their sizes, shapes, and levels of complexity are vital to our everyday lives. Everything from the car you drive to the energy it runs on is dependent in some way on the power of robotics and mechanical engineering. Do you have a mechanical mind? Do you like to build things? Then you will enjoy working in teams to experiment, and create TSA competition VEX Robots. Learn from a staff that's passionate about teaching robotics and engineering. TSA and VEX have partnered to spread the word about STEM Education. The TechnoloAY Student Association (TSA) is a national non-profit organization for middle and high school students with a strong interest in technology. Members apply and integrate science, technology, engineering and mathematics (STEM) concepts through co -curricular activities, competitive events and related programs. Our summer robotics camp for teens is all about the bots. Working in small teams, students use the VEX® Robotics Design System to compete in fun real-world challenges like robo-soccer, obstacle courses, capture -the -flag, tag, maze solving and much more! The VEX® Robotics Design System is both user-friendly and powerful, and it's the same system used in major regional and national robotics competitions, as well as in many high school and university -level robotics classes. Name of Camp Instructors: Mr. Wayne Thompson and Mr. Jeff Olney Bio of Camp Instructor: Mr. Thompson Over the past six years, Mr. Wayne Thompson has worked to build robotics programs in Fulton County Schools. When employed by Sandy Springs Charter Middle School, he and his students were awarded a first place trophy at a TSA -First Lego League Robotics State Leadership Conference. Currently, Mr. Thompson is the Engineering and Architecture teacher at Cambridge High School. During his teaching career, he served as a TSA Advisor sponsoring robotics, engineering and architectural design competitions throughout the state of Georgia for the past twenty-five years In addition, Mr Thompson worked as a sales representative in the automotive industry for four years During that time, he worked directly with engineers, plant managers, and purchasing agents to supply them with mill supplies, tools, coolant and machinery. Mr. Thompson firmly believes his past work experience has enhanced his ability to be an effective engineering teacher. Bio of Camp Instructor: Mr. Olney Over the past six years, Mr. Olney has been working to build strong robotics programs in Fulton County Schools. Mr. Olney is currently the Engineering and Architecture Teacher at Northview High School. Two years ago he and his students were awarded a first place trophy at a TSA- VEX Robotics State Leadership Conference. Mr. Olney has served as an engineering, architecture, and computer science teacher for the past seventeen years In addition, he worked as a plant manager in industry for twelve years before entering the teaching profession. Designated school organization benefiting from camp: Cambridge High School and Northview High School Participant Ages: Middle School Students — Ages 11-14 and High School Students — Ages 14-16. Days of the week program is offered: Monday through Friday Time of Program (choose): 8:30 am — 12:00 pm OR 1:00 pm — 4:30 pm - BOTH Program Dates (choose): June 16-20 OR July 7-11 Program Fee: $179.00 plus materials fee of $20.00 Program Enrollment: Minimum 20 Maximum 30 Materials to be supplied by participants (if any): None Materials to be supplied by PROVIDER: None Materials to be supplied by the City of MILTON: None Additional Program Requirements: Students should eat breakfast and lunch before attending camp. However, they can bring snacks and water. PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-357-8372 (Evening) 770-475-8459 (E-mail): tom@southed.org (Fax) call for number Minimum Requirements: 1,000,000 General Liability Insurance Office Use Only. Program Rate:$ # of programs in Session: S Fee/Program: EXHIBIT "A" PROGRAM REQUEST FORM Individuals interested in proposing their programs and services must complete and return this form attached to the Letter of Interest. This information will be used for consideration of program proposals. Use one form per program. Name of Camp: Zombie Apocalypse Survival Team Camp Description (remember — this is marketing, so sound awesome): The zombie hoards could be at your door any day! It is time to get ready! The camp will take the FEMA Community Emergency Response Team and CDC disaster preparation materials to teach campers how to prepare for disasters — with a zombie twist! We will spend some time learning about zombies by becoming one for a few hours Discussions on weapons, vehicles and best sheltering techniques will be held Name of Camp Instructor: Dr. Thomas Washburn Bio of Camp Instructor (make yourself sound good!): Nationally recognized as one of the best teachers in law and public safety, Dr. Washburn literally invented law and justice programs. He was the first in the county to teach criminal forensics in a high school This former police officer has trained with the FBI, GBI and many other agencies He is also a Walking Dead fanatic. Designated school organization benefiting from camp: SkillsUSA Participant Ages: 13-18 Days of the week program is offered: Monday through Friday Time of Program (choose): 1:00 pm — 4:30 pm Program Dates (choose): June 16-20 both July 7-11 Program Fee: $179.00 plus materials fee of $25 Program Enrollment: Minimum 5 Maximum 20 Materials to be supplied by participants (if any): Materials to be supplied by PROVIDER: All other materials Materials to be supplied by the City of MILTON: NONE Additional Program Requirements: PROVIDER Name: Southern Educational Resources, LLC Address: 735 Stratforde Drive City/State/Zip Code: Milton, Georgia 30004 Phone Number: (Day) 770-317-8372 (Evening) 770-475-8459 (E-mail): tom@southed.org (Fax) call for number Office Use Only. Program Rate:$ # of programs in Session: Fee/Program: S Control No.: 14035250 STATE OF GEORGIA Secretary of State Corporations Division 313 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CERTIFICATE OF ORGANIZATION I, Brian P. Kemp, The Secretary of State and the Corporation Commissioner of the State of Georgia, hereby certify under the seal of my office that Southern Educational Resources, LLC a Domestic Limited Liability Company is hereby issued a CERTIFICATE OF ORGANIZATION under the laws of the State of Georgia on February 07, 2014 by the filing of all documents in the Office of the Secretary of State and by the paying of all fees as provided by Title 14 of the Official Code of Georgia Annotated. 776 Tracking #: UFFg9Kj8 WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on April 08, 2014 D H �r , Brian P. Kemp Secretary of State +JjIRS DEPARTMENT OF THE TREASURY YYbby��P� RR��77INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 SOUTHERN EDUCATIONAL RESOURCES LLC THOMAS KEITH WASHBURN SOLE MBR 735 STRATFORDE DR MILTON, GA 30004 Date of this notice: 03-03-2014 Employer Identification Number: 46-4974331 Form: SS -4 Number of this notice: CP 575 G For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you BIN 46-4974331. This BIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your BIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN. * Use this BIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this BIN on your tax -related correspondence and documents. if you have questions about your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Your name control associated with this EIN is SOUT. You will need to provide this information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. (IRS USE ONLY) 575G 03-03-2014 SOUT O 9999999999 SS -4 Keep this part for your records. CP 575 G (Rev. 7-2007) Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 G 9999999999 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 03-03-2014 ( ) - EMPLOYER IDENTIFICATION NUMBER: 46-4974331 FORM: SS -4 NOBOD INTERNAL REVENUE SERVICE SOUTHERN EDUCATIONAL RESOURCES LLC CINCINNATI OH 45999-0023 THOMAS KEITH WASHBURN SOLE MBR loll do1111f11u11111hin11n111nu1111u1111iIIJ 735 STRATFORDE DR MILTON, GA 30004 Client#: 1690990 08SOUTHED11 ACORD,. CERTIFICATE OF LIABILITY INSURANCE 13ATF(MWDDNYYY) TYPE OF INSURANCE 04/1612014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Cheryl O'Pry BB&T Insurance Services, Inc. PHONE AJCC- N Ext): 770-799-1607 ac Ne ; 866-925-7122 1825 Barrett Lakes Blvd #320 E-MAIL SS, copry@bbandt.com Kennesaw, GA 30144 INSURER(S) AFFORDING COVERAGE NAIC # 770 429-0482 INSURER A: Great American E&S Insurance Co 37532 GENERAL AGGREGATE $2,000 000 INSURED Southern Education Resources LLC INSURER B : INSURER C: 735 Stratforde Drive INSURER D: Milton, GA 30004 INSURER E: INSURER F : 4/15/2014 VVVcR "CQ CFR1iFi1=01F N1rMMFK• --f- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL 1 SUBR POLICY NUMBER POLICY EFF MMIDONYYY) POLICY EXP (MMIDDNYM LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE n OCCUR MAC0686162 4/15/2014 04/15/2015 OEEC'CrrURRENCE $1,000,000 pEAAqCC�{H�q PREMISESOEREoNTE ence $100 000 MED EXP (An one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000 000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-jECT LOC PRODUCTS -COMPIOP AGG $2,000,001} $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OS SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS Ix AUTOS MAC0686162 4/15/2014 04/15/201 Se aBINED SINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY Per accident $ ( ) PROPERTYDAMAGE Per accident $ $ UMBRELLA LIABOCCUR EXCESS LIAB HCLAIMS-MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ S WORKERS COMPENSATION AND EMPLOYERS' LIABILITYER PAERIEXECUTIVEANY PROPRIETORRYIN OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N I A WC STATU- OTH- E.L. EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT S A Prof Liab ]]-MAC0686162 0411512014 0411512015 $2,000,000 Agg DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Milton 13000 Deerfield Parkway Suite 107A Alpharetta, GA 30004 ACORD 25 (2010/05) 1 OfIl #S12201370/M12201325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988.2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CAO Client#: 1690990 08SOUTHEDU ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) TYPE OF INSURANCE 04116/2014 THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(iss) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Cheryl BB&T Insurance Services, Inc. ac°ONtJo Ext :770"799"1607 qC Ne :866tNAIC 1825 Barrett Lakes Blvd #320 E-MAIL ADDRESS: copry@bbandt.com Kennesaw, GA 30144 INSURER(S)AFFORDING COVERAGE 770 429 0482 INSURERA: Great American E&S Insurance Co INSURED Southern Education Resources LLC INSURERS: INSURER C: 735 Stratforde Drive INSURER D: Milton, GA 30004 INSURER E: INSURER F : THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL I R LUBPOLICY POLICY NUMBER EFF MMIDD POLICY EXP MMlDD LIMITS A GENERAL LIABILITY MAC0686162 4/1512014 04115/2015 EACH OCCURRENCE S1,000.000 X COMMERCIAL GENERAL LIABILITY PRVM S S Ea oc vErrDence $100UUU MED EXP Any one person $5,000 CLAIMS -MADE I OCCUR PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: JECT POLICY PRO• LOC PRODUCTS-COMP/OPAGG $2,000,000 $ A AUTOMOBILE LIABILITY MAC0686162 4115/2014 04/15/201 COMBINED SINGLE LIMIT aj.dent 1000,000 BODILY INJURY (Per person) S Ix ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS X AUTOS NON -OWNED AUTOS PROPERTYDAMAGE Per accident $ S UMBRELLALIARHCLAIMS-MADE OCCUR EACH OCCURRENCE $ EXCESS LIAB AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRiETORIPARTNERIEXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? 0 N I A I WC STATU-OTH. ORY LIMITS E.L. EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE (Mandatory in NH) If yes, describe under _$ E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS below A Prof Liab MAC0686162 4/15/2014 04115/2015 $2,000,000 Agg DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Fulton County Board of Education 786 Cleveland Ave SW Atlanta, GA 30315 ACORD 25 (2010/05) 1 of 1 #S122013711M12201325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE v Tran-ZUTU ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CAO -0.10F OF' j Business License (Home Based Business) IN ACCORDANCE WITH THE PROVISIONS OF THE CITY OF MILTON CODE OF ORDINANCES, LICENSE IS HEREBY GRANTED TO OPERATE THE BUSINESS REFERENCED BELOW BUSINESS: SOUTHERN EDUCATIONAL RESOURCES, LLC DBA: LOCATED AT: 735 STRATFORDE DR LICENSE #: BUS003332-03-2014 DATE ISSUED: March O7,2014 DATE EXPIRES: December 31, 2014 Given under my hand this date of March 14, 2014 Chris J. Lagerbloorn Cfty Manager POST IN A CONSPICUOUS PLACE 5 EXHIBIT “A” STATE OF GEORGIA CITY OF MILTON SAVE Affidavit By executing this affidavit under oath, and as an applicant for a public benefit, as referenced in O.C.G.A. § 50-36-1, from the City of Milton, the undersigned applicant verifies one of the following with respect to my application for a public benefit: 1) _________ I am a United States citizen. 2) _________ I am a legal permanent resident of the United States. 3) _________ I am a qualified alien or non-immigrant under the Federal Immigration and Nationality Act with an alien number issued by the Department of Homeland Security or other federal immigration agency. My alien number issued by the Department of Homeland Security or other federal immigration agency is: ____________________. The undersigned applicant also hereby verifies that he or she is 18 years of age or older and has provided at least one secure and verifiable document, as required by O.C.G.A. § 50-36-1(e)(1), with this affidavit. The secure and verifiable document provided with this affidavit can best be classified as: _______________________________________________________________________. In making the above representation under oath, I understand that any person who knowingly and willfully makes a false, fictitious, or fraudulent statement or representation in an affidavit shall be guilty of a violation of O.C.G.A. § 16-10-20, and face criminal penalties as allowed by such criminal statute. Executed in ___________________ (city), __________________(state). ____________________________________ Signature of Applicant ____________________________________ Printed Name of Applicant SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ___ DAY OF ___________, 20____ _________________________ NOTARY PUBLIC My Commission Expires: ____________________________________ HOME OF ' M I LTO-N, ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 9, 2014 FROM: City Manager AGENDA ITEM: Consideration of a Resolution Authorizing the Issuance of Revenue Bonds and the Execution, Delivery and Performance of an Intergovernmental Contract Relating Thereto. MEETING DATE: Monday, May 19, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: APPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED. YES () NO CITY ATTORNEY REVIEW REQUIRED: K YES () NO APPROVAL BY CITY ATTORNEY YAPPROVED () NOT APPROVED PLACED ON AGENDA FOR: 0 5 - REMARKS REMARKS © Your PHONE: 678.242.25001 FAX: 678.242.2499 "Green nit infoftityofmiltonga.us I www.cityoFmiitoommu nga.us ty 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 - CERTIFIED SAQNZE * Certified � rop;iaa City of EEhics p E=` STATE OF GEORGIA RESOLUTION NO. 14-05-298 COUNTY OF FULTON RESOLUTION AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF AN INTERGOVERNMENTAL CONTRACT RELATING TO CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY REVENUE BONDS WHEREAS, the City of Milton Public Buildings and Facilities Authority (the “Issuer”) was duly created and is validly existing pursuant to the City of Milton Publi c Buildings and Facilities Authority Act (2007 Ga. L., p. 4264, et seq., as amended) (the “Act”); and WHEREAS, pursuant to the Act, the Issuer has the power to (a) acquire, construct, add to, extend, improve, equip, hold, operate, maintain, lease and dispose of “Projects” (as defined in the Act); (b) execute contracts, leases, installment sale agreements and other agreements and instruments necessary or convenient in connection with the acquisition, construction, addition, extension, improvement, equipping, operation or maintenance of a Project; and (c) borrow money for any of its corporate purposes and to issue revenue bonds, and to provide for the payment of the same and for the rights of the holders thereof; and WHEREAS, pursuant to its Charter and other laws of the State of Georgia, the City of Milton, Georgia (the “City) has the power to provide (a) parks and recreation facilities, (b) a city hall and (c) public safety facilities (collectively, the “Projects”); and WHEREAS, Article IX, Section III, Paragraph I(a) of the Constitution authorizes, among other things, any county, municipality or other political subdivision of the State to contract, for a period not exceeding fifty years, with another county, municipality or political subdivision or with any other public agency, public corporation or public authority for joint services, for the provision of services, or for the provision or separate use of facilities or equipment, provided that such contract deals with activities, services or facilities which the contracting parties are authorized by law to undertake or to provide; and WHEREAS, the Issuer proposes issuing its revenue bond (the “Bond”) in a principal amount not to exceed $10,000,000 for the purpose of financing all or a portion of the costs of the Projects and the costs of issuing the Bond pursuant to a resolution adopted by the Issuer on May 19, 2014 (the “Authorizing Resolution”); and WHEREAS, the Issuer and the City propose entering into an intergovernmental contract (the “Contract”), pursuant to which the Issuer will agree to issue the Bond, and the City will agree to pay to the Issuer amounts sufficient to pay the debt service on the Bond. NOW, THEREFORE, THE COUNCIL OF THE CITY OF MILTON HEREBY RESOLVES, and it is hereby resolved by authority of the same, as follows: 2 1. Authorizing Resolution. The City acknowledges receipt of the Authorizing Resolution and the terms contained therein. 2. Authorization of Contract. The execution, delivery and performance of the Contract are hereby authorized. The Contract shall be in substantially the form attached hereto as Exhibit A, with such changes, insertions or omissions as may be approved by the Mayor or Mayor Pro-Tem of the City, and the execution and delivery by the City of the Contract as hereby authorized shall be conclusive evidence of the approval of any such changes, omissions or insertions. 3. Validation. The Bond shall be validated in the manner provided in the Revenue Bond Law. The Mayor, Mayor Pro-Tem, and City Clerk are hereby authorized to execute any and all documents and to take any and all actions required to validate the Bond. 4. Ratification. All actions taken by the council members, officers, employees and agents of the City which are in furtherance of the transactions contemplated by this Resolution are hereby ratified and affirmed. 5. General Authority. The Mayor, Mayor Pro-Tem, City Clerk and employees, officers and agents of the City are hereby authorized to execute any and all documents and to take any and all actions required to carry out the transactions contemplated by this Resolution. 6. Repealing Clause. All resolutions or ordinances or parts thereof of the City in conflict with the provisions contained in this Resolution are, to the extent of such conflict, hereby superseded and repealed. 7. Effective Date. This Resolution shall be effective immediately upon its adoption. Adopted and approved this 19th day of May, 2014. CITY OF MILTON, GEORGIA (SEAL) ATTEST: By: Joe Lockwood, Mayor Sudie AM Gordon, City Clerk EXHIBIT A FORM OF CONTRACT CLERK’S CERTIFICATE STATE OF GEORGIA COUNTY OF FULTON I, the undersigned Clerk of the City of the Milton, Georgia (the “City”) and keeper of the records and seal thereof, DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of the Resolution adopted by the Council of the City in a meeting duly called and assembled on the 19th day of May, 2014, which meeting was open to the public and at which a quorum was presenting and acting throughout, the original of which Resolution has been duly recorded in the Minute Book of the City which is in my custody and control. WITNESS my official hand and seal of the City, this 19th day of May, 2014. Sudie AM Gordon, City Clerk (SEAL) CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY AND CITY OF MILTON, GEORGIA INTERGOVERNMENTAL CONTRACT Dated as of May 19, 2014 The rights and interest of City of Milton Public Buildings and Facilities Authority in this Intergovernmental Contract have been pledged under the Resolution to the holder from time to time of the Bond. This document was prepared by: Murray Barnes Finister LLP Suite 5-515 3525 Piedmont Road NE Atlanta, GA 30305 (678) 999-0350 i INTERGOVERNMENTAL CONTRACT TABLE OF CONTENTS (This Table of Contents is not a part of the Intergovernmental Contract and is only for convenience of reference.) ARTICLE I. DEFINITIONS ...........................................................................................................2 ARTICLE II. REPRESENTATIONS ..............................................................................................3 Section 2.1. Representations of Issuer. ............................................................................3 Section 2.2. Representations of the City. .........................................................................4 ARTICLE III. ISSUANCE OF THE BOND; ACQUISITION, PROJECTS, AND EQUIPPING OF THE PROJECTS .........................................................................6 Section 3.1. Agreement to Issue the Bond; Application of Bond Proceeds. ...................6 Section 3.2. Agreement to Acquire, Construct and Equip the Projects. ..........................6 Section 3.3. Establishment of Completion Date. .............................................................7 ARTICLE IV. EFFECTIVE DATE OF THIS CONTRACT; DURATION OF TERM; CONTRACT PAYMENT PROVISIONS ...............................................................8 Section 4.1. Effective Date of this Contract; Duration of Term. .....................................8 Section 4.2. Contract Payments. ......................................................................................8 Section 4.3. Obligations of the City Hereunder Unconditional. ......................................8 Section 4.4. Security for Contract Payments. ..................................................................9 Section 4.5. Enforcement of Obligations. ........................................................................9 Section 4.6. Appropriation Obligation. ............................................................................9 ARTICLE V. SPECIAL COVENANTS .......................................................................................11 Section 5.1. Additional Debt. .........................................................................................11 Section 5.2. Further Assurances and Corrective Instruments. .......................................11 Section 5.3. Issuer and City Representatives. ................................................................11 Section 5.4. City’s Obligations in the Resolution. .........................................................11 Section 5.5. Financial Statements. .................................................................................11 Section 5.6. Provisions Respecting Insurance. ..............................................................11 Section 5.7. Operation and Maintenance of the Projects. ..............................................11 Section 5.8. Tax Covenants. ..........................................................................................12 Section 5.9. Release and Indemnification Covenants. ...................................................12 ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES ........................................................14 Section 6.1. Events of Default Defined. ........................................................................14 Section 6.2. Remedies on Default. .................................................................................14 Section 6.3. No Remedy Exclusive................................................................................15 Section 6.4. Agreement To Pay Attorneys’ Fees and Expenses. ...................................15 Section 6.5. No Additional Waiver Implied by One Waiver. ........................................15 ii ARTICLE VII. MISCELLANEOUS .............................................................................................16 Section 7.1. Notices. ......................................................................................................16 Section 7.2. Binding Effect. ...........................................................................................16 Section 7.3. Severability. ...............................................................................................16 Section 7.4. Amounts Remaining in Funds. ..................................................................16 Section 7.5. Amendments, Changes and Modifications. ...............................................16 Section 7.6. Execution in Counterparts..........................................................................16 Section 7.7. Applicable Law. .........................................................................................16 Section 7.8. Captions. ....................................................................................................17 Section 7.9. No Personal Recourse. ...............................................................................17 THIS INTERGOVERNMENTAL CONTRACT is entered into as of [Document Date] (this “Contract”), between the CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY (the “Issuer”), and the CITY OF MILTON, GEORGIA (the “City”). W I T N E S S E T H: WHEREAS, the City of Milton Public Buildings and Facilities Authority (the “Issuer”) was duly created and is validly existing pursuant to the City of Milton Public Buildings and Facilities Authority Act (2007 Ga. L., p. 4264, et seq., as amended) (the “Act”); and WHEREAS, pursuant to the Act, the Issuer has the power to (a) acquire, construct, add to, extend, improve, equip, hold, operate, maintain, lease and dispose of “Projects” (as defined in the Act); (b) execute contracts, leases, installment sale agreements and other agreements and instruments necessary or convenient in connection with the acquisition, construction, addition, extension, improvement, equipping, operation or maintenance of a Project; and (c) borrow money for any of its corporate purposes and to issue revenue bonds, and to provide for the payment of the same and for the rights of the holders thereof; and WHEREAS, pursuant to its Charter and other laws of the State of Georgia, the City of Milton, Georgia (the “City) has the power to provide (a) parks and recreation facilities, (b) a city hall and (c) public safety facilities (collectively, the “Projects”) and WHEREAS, Article IX, Section III, Paragraph I(a) of the Constitution authorizes, among other things, any county, municipality or other political subdivision of the State to contract, for a period not exceeding fifty years, with another county, municipality or political subdivision or with any other public agency, public corporation or public authority for joint services, for the provision of services, or for the provision or separate use of facilities or equipment, provided that such contract deals with activities, services or facilities which the contracting parties are authorized by law to undertake or to provide; and WHEREAS, the Issuer proposes to issue, sell and deliver its revenue bond to be known as the “City of Milton Public Buildings and Facilities Authority Revenue Bond, Series 2014” in the principal amount of $[Principal Amount] (the “Bond”) for the purpose of financing all or a portion of the costs of the Projects and the costs of issuing the Bond; and WHEREAS, the Issuer and the City propose to enter into this Contract, pursuant to which the Issuer will agree to issue the Bond, and the City, in consideration of such services provided by the Issuer, will agree to pay to the Issuer amounts sufficient to pay the debt service on the Bond; and NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, the Issuer and the City, hereto agree as follows: 2 ARTICLE I. DEFINITIONS All capitalized, undefined terms used in this Contract shall have meanings ascribed to them in the Resolution. The following words and phrases shall have the following meanings: “Contract Payments” means the payments due pursuant to Section 4.2 of this Contract. “Completion Date” means the date the Projects are complete as evidenced by the certificate required by Section 3.3 hereof. “Default” and “Event of Default” mean with respect to any Default or Event of Default under this Contract any occurrence or event specified and defined by Section 8.1 hereof. “Resolution” means the resolution of the Issuer adopted on [Resolution Date], pursuant to which the Bond is authorized to be issued, including any resolution supplemental thereto. “State” means the State of Georgia. “Term” means the duration of this Contract as specified in Section 4.1 hereof. 3 ARTICLE II. REPRESENTATIONS Section 2.1. Representations of Issuer. The Issuer represents as follows: (a) The Issuer is a body corporate and politic, and a public corporation of the State duly created and organized under the Constitution and laws of the State. Under the provisions of the Act, the Issuer is authorized to (i) adopt the Resolution and perform its obligations thereunder, (ii) issue, execute, deliver and perform its obligations under the Bond and (iii) execute, deliver and perform its obligations under this Contract. The Resolution has been duly adopted and has not been modified or repealed. The Issuer has duly authorized the (i) issuance, execution, delivery and performance of its obligations under the Bond and (ii) the execution, delivery and performance of its obligations under this Contract. The Resolution, the Bond and this Contract are valid, binding and enforceable obligations of the Issuer. (b) No approval or other action by any governmental authority or agency or other person is required to be obtained by the Issuer as of the date hereof in connection with the (i) adoption of the Resolution and the performance of its obligations thereunder, (ii) issuance, execution, delivery and performance of its obligations under the Bond or (iii) execution, delivery and performance of its obligations under this Contract, except as shall have been obtained and remain in full force and effect as of the date hereof, however, no representation is given with respect to any “blue sky” laws. (c) The adoption of the Resolution and the performance of its obligations thereunder, the issuance, execution, delivery and performance of its obligations under the Bond, the execution, delivery and performance of its obligations under this Contract do not violate the Act, the Issuer’s bylaws, or the laws or Constitution of the State and do not constitute a breach of or a default under any existing court order, administrative regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to which the Issuer is a party or by which it or its property is bound. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer, threatened against or affecting the Issuer (or, to the knowledge of the Issuer, any meritorious basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prev ent the Issuer from issuing the Bond, (ii) contesting or questioning the existence of the Issuer or the titles of the present officers of the Issuer to their offices or (iii) wherein an unfavorable decision, ruling or finding would (A) adversely affect the enforceability of the Resolution, the Bond or this Contract, or (B) materially adversely affect (1) the financial condition or results of operations of the Issuer or (2) the transactions contemplated by this Contract. 4 (e) The Issuer is not in violation of the Act, its bylaws, or the laws or Constitution of the State and is not in default under any existing court order, administrative regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to which the Issuer is a party or by which it or its property is bound. (f) The Issuer, in issuing the Bond to finance the Projects, will be acting in accordance with the public purpose expressed in the Act. Section 2.2. Representations of the City. The City represents as follows: (a) The City is a municipal corporation duly created and organized under the Constitution and laws of the State. Under the Constitution and laws of the State, the City is authorized to (i) execute, deliver and perform its obligations under this Contract and (ii) acquire, construct and equip the Projects. The City has duly authorized the (i) execution, delivery and performance of this Contract and (ii) acquisition, construction and equipping of the Projects. This Contract is a valid, binding and enforceable obligation of the City. (b) No approval or other action by any governmental authority or agency or other person is required to be obtained by the City as of the date in connection with (i) the execution, delivery and performance of its obligations under this Contract or (ii) acquisition, construction and equipping of the Projects, except as shall have been obtained and remain in full force and effect as of the date hereof. (c) The (i) execution, delivery and performance of its obligations under this Contract and (ii) acquisition, construction and equipping of the Projects do not violate its Charter, the laws or Constitution of the State and do not constitute a breach of or a default under any existing court order, administrative regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to which the City is a party or by which it or its property is bound. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by an y court, public board or body, pending or, to the knowledge of the City, threatened against or affecting the City (or, to the knowledge of the City, any meritorious basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent the City from acquiring, constructing and equipping the Projects, (ii) contesting or questioning the existence of the City or the titles of the present officers of the Board to their offices or (iii) wherein an unfavorable decision, ruling or finding would (A) adversely affect the enforceability of this Contract, or (B) materially adversely affect (1) the financial condition or results of operations of the City or (2) the transactions contemplated by this Contract. (e) The City is not in violation of its Charter, the laws or the Constitution of the State and is not in default under any existing court order, administrative regulation, or 5 other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to which the City is a party or by which it or its property is bound. 6 ARTICLE III. ISSUANCE OF THE BOND; ACQUISITION, PROJECTS, AND EQUIPPING OF THE PROJECTS Section 3.1. Agreement to Issue the Bond; Application of Bond Proceeds. The Issuer agrees that it will issue the Bond. The proceeds from the sale of the Bond shall be applied as provided in the Resolution, and the City hereby approves the issuance of the Bond. The Issuer shall deliver a certified copy of the Resolution to the City promptly upon adoption thereof. Section 3.2. Agreement to Acquire, Construct and Equip the Projects. The Issuer hereby appoints the City as its sole agent for purposes of acquiring, constructing and equipping the Projects. Such appointment is irrevocable and is coupled with an interest. The City hereby agrees that it will proceed with acquiring, constructing and equipping the Projects. The City shall obtain or cause to be obtained all necessary approvals from any and all governmental agencies requisite to undertaking the acquisition, construction and equipping of the Projects. The Projects shall be acquired, constructed and equipped in compliance with all federal, state and local laws, ordinances and regulations applicable thereto. The City will take or cause to be taken such action and institute or cause to be instituted such proceedings as it shall deem appropriate to cause and require all contractors and suppliers of materials to complete their contracts, including the correcting of any defective work. Any amounts recovered by way of damages, refunds, adjustments or otherwise in connection with the foregoing shall (a) if the City has corrected at its own expense the matter which gave rise to such default or breach, be paid to the City or (b) if the City has not corrected at its own expense the matter which gave rise to such default or breach, be applied to the prepayment of the Bond or the Projects. The City shall use its best efforts to cause the acquisition, construction and equipping of the Projects to be completed as soon as may be practical, delays incident to strikes, riots, acts of God or the public enemy beyond the reasonable control of the City excepted; but if for any reason such acquisition, construction and equipping is not completed by any specified date there shall be no resulting liability on the part of the City. THE ISSUER DOES NOT MAKE ANY WARRANTY OR REPRESENTATION (EITHER EXPRESS OR IMPLIED) THAT THE PROCEEDS OF THE BOND WILL BE SUFFICIENT TO PAY ALL THE COSTS OF THE PROJECTS AND THE COSTS OF ISSUING THE BOND. The City shall pay any shortfalls. The City shall prepare the Requisitions required by the Resolution. The Projects shall be titled in the name of the City. 7 Section 3.3. Establishment of Completion Date. The Completion Date shall be evidenced by a certificate signed by a duly authorized representative of the City stating that (a) the Projects have been completed and (b) all costs of issuance have been paid. 8 ARTICLE IV. EFFECTIVE DATE OF THIS CONTRACT; DURATION OF TERM; CONTRACT PAYMENT PROVISIONS Section 4.1. Effective Date of this Contract; Duration of Term. This Contract shall remain in full force and effect from the date hereof to and including the later of (a) ___________, or (b) the date the Bond and the fees and expenses of the Issuer, the custodians and depositories, the Paying Agent, the Bond Registrar and the Authenticating Agent shall have been fully paid or provision made for such payment, whichever is later, but in no event later than 50 years from the date hereof. Section 4.2. Contract Payments. (a) The City agrees to pay to the Issuer (or its assignee or designee) amounts sufficient to enable the Issuer to pay all amounts due and owing under the Bond, including, but not limited to, the principal of and interest on the Bond, late charges and the prepayment fee (if any), whether by maturity, prepayment, acceleration or otherwise. The Issuer has assigned the Contract Payments to the owner of the Bond, and the City consents to such assignment. The Issuer hereby directs the City to make the Contract Payments directly to the Sinking Fund Custodian unless the Issuer, the City and the owner of the Bond shall provide otherwise pursuant to Section 208 of the Resolution. (b) The City will also pay the reasonable fees and expenses of all custodians and depositories, the Paying Agent, Bond Registrar and Authenticating Agent and of their successors and assigns as provided by Section 702 of the Resolution, such reasonable fees and expenses to be paid directly to the party to whom the payment is due when such reasonable fees and expenses become due and payable. (c) In the event the City should fail to make any of t he payments required in this Section 4.2, the item or installment so in Default shall continue as an obligation of the City until the amount in Default shall have been fully paid, and the City agrees to pay the same with interest thereon at the rate borne by the Bond, to the extent permitted by law, from the date thereof. (d) The City shall have and is hereby granted the option to prepay from time to time payments due under this Contract, but only in accordance with the provisions of the Resolution, in amounts sufficient to pay or cause to be paid the Bond in accordance with the provisions of the Resolution. Section 4.3. Obligations of the City Hereunder Unconditional. The obligations of the City to make the payments required in Section 4.2 and other sections hereof and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer of any obligation to the C ity, 9 whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the City by the Issuer. Until such time as the principal of and interest and prepayment premium (if any) on the Bond shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Resolution, the City (a) will not suspend or discontinue any payments provided for in Section 4.2 hereof, (b) will perform and observe all of its other agreements contained in this Contract and (c) will not terminate the Contract for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, commercial frustration of purpose, any change in the laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Contract. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer should fail to perform any such agreement on its part, the City may institute such action against the Issuer as the City may deem necessary to compel performance so long as such action does not abrogate the obligations of the City contained in the first sentence of this Section. Section 4.4. Security for Contract Payments. The City shall levy an annual tax on all taxable property located within the City subject to such tax, within the 4.731 millage limitation currently in effect or at such higher rate as may be authorized by future laws (the “Maximum Millage Rate”), in the amounts necessary to produce in each fiscal year revenues sufficient to fulfill the City’s obligations hereunder; provided, however, nothing herein contained shall be construed as limiting the right of the City to pay its obligations hereunder from other sources lawfully available for such purpose. Section 4.5. Enforcement of Obligations. The obligation of the City to make Contract Payments under this Article may be enforced by (a) the Issuer, (b) the Holder of the Bond, independently of the Issuer, or (c) such receiver or receivers as may be appointed pursuant to the Resolution or applicable law. The covenants and agreements hereunder, including specifically the obligation to make the Contract Payments, shall be enforceable by specific performance; it being acknowledged and agreed by the Issuer and the City that no other remedy at law is adequate to protect the interests of the parties hereto or the interests of the Bondholder. Section 4.6. Appropriation Obligation. In the event for any reason any Contract Payments are not made as provided in Section 4.2, then the fiscal officers of the City are hereby authorized and directed to set up an appropriation on their accounts, or other available funds, in such amounts as may be required to pay the obligations which may be due and payable hereunder by the City. The amount of such appropriation, or designation of funds, shall be due and payable and shall be expended for the purpose of paying all obligations of the City hereunder. Such appropriation and/or payment from available funds shall have the same legal status as if the City had included the amount in its general revenue, appropriation and budgetary measures. The fiscal officers of the City shall 10 make such Contract Payments directly to the owner of the Bond, if for any reason the payment of such obligations shall not otherwise have been made. 11 ARTICLE V. SPECIAL COVENANTS Section 5.1. Additional Debt. The City will not incur any other debt without the consent of the Bondholder unless (a) the repayment of such debt is not (i) payable from generally applicable taxes or (ii) subject to a millage limitation or (b) the revenues derived from the Maximum Millage Rate, together with any other legally available funds, equal at least _____x all amounts payable from the general fund in the current fiscal year plus the maximum annual debt service on the proposed debt. Section 5.2. Further Assurances and Corrective Instruments. The Issuer and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the expressed intention of this Contract. Section 5.3. Issuer and City Representatives. Whenever under the provisions of this Contract the approval of the Issuer or the City is required or the Issuer or the City is required to take some action at the request of the other, such approval or such request shall be given for the Issuer by its designated representative and for the City by its designated representative. Section 5.4. City’s Obligations in the Resolution. The City agrees to perform all of its obligations (if any) under, and to comply with all of the terms of, the Resolution. Section 5.5. Financial Statements. The City shall provide a copy of audited financial statements to the owner of the Bond within 270 days of the end of each fiscal year. Section 5.6. Provisions Respecting Insurance. The City agrees to cause to be maintained all necessary insurance with respect to the Projects in accordance with its customary insurance practices. Section 5.7. Operation and Maintenance of the Projects. The City agrees that, at all times during the term of this Contract (a) the City will cause the Projects to be operated and maintained in good repair and in accordance herewith and (b) the City will be responsible for maintaining and operating the Projects. Without limiting the foregoing, the City agrees that it will maintain the Projects in an efficient and economical 12 manner, that it will at all times maintain the Projects in good repair and in sound operating condition, that it will make all necessary repairs and replacements to the Projects, and that it will comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the Projects and its operation thereof. Section 5.8. Tax Covenants. The Issuer and the City shall take all actions required to maintain the tax -exempt status of the Bond and shall refrain from taking any actions that will adversely affect the tax - exempt status of the Bond. Section 5.9. Release and Indemnification Covenants. (a) To the extent permitted by law, the City hereby agrees to release the Issuer from and to indemnify the Issuer for any and all liabilities and claims against the Issuer arising from the conduct or management of the Projects, or from any work or thing done on or with respect to the Projects, or the financing or refinancing of the Projects, including without limitation, (i) any condition of the Projects, (ii) any breach or Default on the part of the City in the performance of any of its obligations under this Contract, (iii) any act or negligence of the City or of any of its agents, contractors, servants, employees or licensees, or (iv) any act or negligence of any assignee or lessee of the City, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the City or (v) any material statement or omission by the City in connection with the sale of the Bond. Upon notice from the Issuer, the City shall defend the Issuer in any such action or proceeding. In addition, to the extent permitted by law, the City agrees to release the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent and the Bond Registrar and shall indemnify and hold them harmless against any loss, liability or other ex pense incurred without gross negligence or bad faith on the part of the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent or the Bond Registrar arising out of or in connection with the acceptance or administration of the duties of the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent or the Bond Registrar under the Resolution, including the costs and expenses of defending against any such claim or liability. (b) Any one or more of the parties indemnified in this Section 5.9 shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such parties unless the employment of such counsel has been specifically authorized by the City. (c) Notwithstanding the foregoing provisions of this Section 5.9, the City shall not indemnify the Issuer, the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent or the Bond Registrar for any claim or loss arising as a result of the gross negligence or willful misconduct of the Issuer, the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent or the Bond Registrar, or for any claim that the City is prohibited by law from providing indemnification to such party. 13 (d) For purposes of this Section 5.9, all references to the Issuer, the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent and the Bond Registrar shall include its present and future directors, officers, members, agent and employees. (e) The provisions of this Section 5.9 shall survive the termination of this Contract. 14 ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES Section 6.1. Events of Default Defined. The following shall be “Events of Default” under this Contract and the terms “Event of Default” and “Default” shall mean, whenever they are used in this Contract, any one or more of the following events: (a) Failure by the City to make the payments required to be paid under Section 4.2 hereof. (b) Failure by the City or the Issuer to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) of this Section 6.1, for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to th e defaulting party by the nondefaulting party, unless the nondefaulting party shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice be such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the defaulting party within the applicable period and is being diligently pursued until the Default is corrected. (c) Any representation or warranty made in this Contract shall be found untrue. (d) The occurrence of an Event of Default under the Resolution. Section 6.2. Remedies on Default. Whenever any Event of Default referred to in Section 6.1 hereof shall have happened and be continuing, the nondefaulting party or the Bondholder may take any one or more of the following remedial steps: (a) Any nondefaulting party or the Bondholder may seek the appointment of a receiver for the Projects; (b) Any nondefaulting party or the Bondholder may take whatever action at law or in equity may appear necessary or desirable to collect the Contract Payments then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the City or the Issuer under this Contract; and (c) The Bondholder may exercise any remedies provided for in the Resolution, or any other documents executed in connection therewith. Any amounts collected pursuant to action taken under this Section 6.2 shall be paid into the Sinking Fund and applied in accordance with the provisions of the Resolution. 15 Section 6.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Issuer is intended to be exclusive of any other remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Contract or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power or shall be construed to be a w aiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. The owner of the Bond, subject to the provisions of the Resolution, shall be entitled to the benefit of all covenants and agreements herein contained. Section 6.4. Agreement To Pay Attorneys’ Fees and Expenses. In the event the City should Default under any of the provisions of this Contract and the Issuer or the Bondholder should employ attorneys or incur other expenses for the collection of payments or the enforcement of performance or observance of any obligati on or agreement on the part of the City herein contained, the City agrees that it will on demand therefor pay to the Issuer or the Bondholder the reasonable fee of such attorneys and such other reasonable expenses so incurred by the Issuer or the Bondholder. Section 6.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Contract should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 16 ARTICLE VII. MISCELLANEOUS Section 7.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, addressed as follows: if to the Issuer, c/o City of Milton, 13000 Deerfield Parkway, Suite 107, Milton, Georgia, 30004,: Attention Chairperson, if to the City, to City of Milton, 13000 Deerfield Parkway, Suite 107, Milton, Georgia, 30004, Attention: City Manager. The Issuer and the City may, by written notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 7.2. Binding Effect. This Contract shall inure to the benefit of and shall be binding upon the Issuer, the City, the owner of the Bond and their respective successors and assigns. Section 7.3. Severability. In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 7.4. Amounts Remaining in Funds. It is agreed by the parties hereto that any amounts remaining in any funds or accounts created under the Resolution upon expiration or earlier termination of the Contract, as provided in this Contract, after payment in full of the Bond (or provision for payment thereof having been made in accordance with the provisions of the Resolution) and all other amounts owing hereunder, shall belong to and be paid to the City. Section 7.5. Amendments, Changes and Modifications. This Contract may not be effectively amended, changed, modified, altered or terminated except as provided in the Resolution. Section 7.6. Execution in Counterparts. This Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7.7. Applicable Law. This Contract shall be governed by and construed in accordance with the laws of the State of Georgia. 17 Section 7.8. Captions. The captions and headings in this Contract are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Contract. Section 7.9. No Personal Recourse. No personal recourse shall be had for any claim based on this Contract against any member, officer or employee of the Issuer or the City in his or her individual capacity. (Intergovernmental Contract) IN WITNESS WHEREOF, the Issuer has caused this Contract to be executed in its corporate name and with its corporate seal hereunto affixed and attested by its duly authorized officials. The City has caused this Contract to be executed in its corporate name and with its corporate seal hereunto affixed and attested by its duly authorized officials all of the above occurred as of the date first above written. CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY (SEAL) By: Chairperson Attest: By: Secretary (Intergovernmental Contract) CITY OF MILTON, GEORGIA (SEAL) By: Joe Lockwood, Mayor Attest: By: Sudie AM Gordon, City Clerk