HomeMy WebLinkAboutAgenda Packet CC - 10/05/2020 - PACKET2006 HERITAGE WALK, MILTON, GA 30004 ǀ 678.242.2500 ǀ WWW.CITYOFMILTONGA.US
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678.242.2500.
Joe Lockwood, Mayor
CITY COUNCIL
Peyton Jamison
Paul Moore
Laura Bentley
Carol Cookerly
Joe Longoria
Rick Mohrig
CITY COUNCIL CHAMBERS
City Hall
Monday, October 5, 2020 Regular Council Meeting Agenda 6:00 PM
INVOCATION – Sarah LaDart
1) CALL TO ORDER
2) ROLL CALL
3) PLEDGE OF ALLEGIANCE (Led by Mayor Joe Lockwood)
4) APPROVAL OF MEETING AGENDA (Add or remove items from the agenda)
(Agenda Item No. 20-271)
5) PUBLIC COMMENT (General)
6) CONSENT AGENDA
MILTON CITY COUNCIL REGULAR COUNCIL MEETING OCTOBER 5, 2020
Page 2 of 5
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678.242.2500.
1. Approval of the August 17, 2020 Regular City Council Meeting
Minutes.
(Agenda Item No. 20-272)
(Sudie Gordon, City Clerk)
2. Approval of Change Order #1 to the Agreement between the City of
Milton and ECOFLO, Inc. to Extend the End Date of the Contract to
September 30, 2021 Related to the Professional Services Agreement for
Hazardous Household Chemical and Paint Collection.
(Agenda Item No. 20-273)
(Parag Agrawal, Community Development Director)
3. Approval of a Change Order to the Contract with Municipal Equipment
Company, LLC for the Provision of Turnout Gear for Milton Firefighters.
(Agenda Item No. 20-274)
(Robert Edgar, Fire Chief)
4. Approval of a Janitorial Services Agreement between the City of Milton
and MSG, Inc. dba Maintenance Services of Ga. for Janitorial Services at
the New Public Safety Complex.
(Agenda Item No. 20-275)
(Rich Austin, Police Chief)
5. Approval of a Change Order between the City of Milton and Velocity
Ventures, Inc. for Vehicle Maintenance and Repair Until December 31,
2020.
(Agenda Item No. 20-276)
(Rich Austin, Police Chief)
6. Approval of a Change Order between the City of Milton and Extra Mile
Auto Tire and Service, LLC for Vehicle Maintenance and Repair Until
December 31, 2020.
(Agenda Item No. 20-277)
(Rich Austin, Police Chief)
7. Approval of a Professional Services Agreement Between the City of
Milton and The Mercer Group to Provide Executive Search Services for the
Position of Fire Chief.
(Agenda Item No. 20-278)
(Sam Trager, Human Resources Director)
8. Approval of a Service Agreement between the City of Milton and
ClearGov for Insights, Budget and Digital Budget Book.
(Agenda Item No. 20-279)
(Bernadette Harvill, Finance Director)
MILTON CITY COUNCIL REGULAR COUNCIL MEETING OCTOBER 5, 2020
Page 3 of 5
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9. Approval of Task Order between the City of Milton and Lowe Engineers to
Perform Plan Review Services for Land Development Activities Within the
City.
(Agenda Item No. 20-280)
(Parag Agrawal, Community Development Director)
10. Approval of Subdivision Plats and Revisions.
Name of Development /
Location Action Comments /
# lots
Total
Acres Density
1. Big Sky Stables
Annie Faye Gardner
LL 987 and LL1030 Dist.
2 Sect. 2
West side of Bethany
Road
Minor
Plat
Revision of 3
lots
6.3149
acres
0.475 lots /
Acre
(Agenda Item No. 20-281)
(Parag Agrawal, Community Development Director)
11. Approval of Subdivision Plats and Revisions.
Name of Development /
Location Action Comments
/ # lots
Total
Acres Density
2. Minor Plat for Steve A.
Parker 14385 and 14389
Cogburn Rd. LL 751 and
LL752 Dist. 2 Sect. 2
Minor
Plat 2 Lots 11.667
Acres
0.17 Lots /
Acre
(Agenda Item No. 20-282)
(Parag Agrawal, Community Development Director)
12. Approval of a Task Order between the City of Milton and BM&K, P.C. to
Perform On-Call Construction Inspections Services For Land Development
Activities Within The City.
(Agenda Item No. 20-283)
(Parag Agrawal, Community Development Director
7) REPORTS AND PRESENTATIONS
1. Proclamation Recognizing 2020 Breast Cancer Awareness Month.
(Councilmembers Joe Longoria and Rick Mohrig)
MILTON CITY COUNCIL REGULAR COUNCIL MEETING OCTOBER 5, 2020
Page 4 of 5
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8) FIRST PRESENTATION (None)
9) PUBLIC HEARING (None)
10) ZONING AGENDA (None)
11) UNFINISHED BUSINESS
1. Consideration of an Ordinance to Amend Chapter 4 – Section 105 – Hours
and Days of Sale of the Alcoholic Beverages of the Code of the City of
Milton.
(Agenda Item No. 20-267)
(First Presentation at September 21, 2020 City Council Meeting)
(Sarah LaDart, Economics Development Manager)
12) NEW BUSINESS
1. Consideration of An Amended Emergency Ordinance of the Mayor and
Council of the City of Milton, Georgia under Section 3.18 of the Charter of
the City of Milton, Georgia to Provide the Operation of the City of Milton,
Georgia During the Public Emergency known as the Novel Coronavirus
Disease 2019 Global Pandemic; to Become Effective Upon Adoption by
the Council; to Supersede the Existing Emergency Ordinance; and for
Other Purposes.
(Agenda Item No. 20-284)
(Ken Jarrard, City Attorney)
2. Consideration of an Updated Agreement and Certification Statement
with Fulton County for Coronavirus Aid, Relief, and Economic Security
(CARES) Act Funding.
(Agenda Item No. 20-285)
(Matt Marietta, Emergency Manager)
MILTON CITY COUNCIL REGULAR COUNCIL MEETING OCTOBER 5, 2020
Page 5 of 5
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13) MAYOR AND COUNCIL REPORTS
STAFF REPORTS
Department Updates
1. Public Works
2. Community Outreach
3. Information Services
14) EXECUTIVE SESSION (Land Acquisition, Potential Litigation, & Personnel)
15) ADJOURNMENT
(Agenda Item No. 20-286)
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 29, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of Change Order #1 to the Agreement between
the City of Milton and ECOFLO, Inc. to Extend the End Date of
the Contract to September 30, 2021 Related to the
Professional Services Agreement for Hazardous Household
Chemical and Paint Collection
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
X
X
X
October 5, 2020
To: Honorable Mayor and City Council Members
From: Parag Agrawal, Community Development Director
Date: Submitted September 24, 2020 for the October 5, 2020
Regular City Council Meeting
Agenda Item: Approval of Change Order #1 to the Agreement between
the City of Milton and ECOFLO, Inc. to Extend the End Date of
the Contract to September 30, 2021 Related to the
Professional Services Agreement for Hazardous Household
Chemical and Paint Collection
_____________________________________________________________________________________
Project Description:
In August of 2019, The City of Milton awarded a contract to ECOFLO, Inc. to provide a
hazardous household waste collection event. The event was scheduled for March 21,
2020, and 300 residents pre-registered for the event. Due to COVID-19 lockdown
measures, the March event had to be postponed. An extension is needed because
the date selected for the rescheduled event will fall after the current contract is due to
expire. The vendor has agreed to extend the current contract through September 30,
2021 at the same price. The rescheduled event will be for the residents who were
previously registered for the March 2020 event.
Procurement Summary:
Purchasing method used: Contract Addendum
Account Number: 100-7410-521200002
Requisition Total: $ 24,000
Vendor DBA: ECOFLO, Inc.
Financial Review: Bernadette Harvill, September 29, 2020
Legal Review: Sam VanVolkenburgh, Jarrard & Davis, September 24, 2020
Concurrent Review: Steven Krokoff, City Manager
Attachment: Change Order #1
HM,IBFS'OJAIJtY OE II-
LTCESTABLISHED2006
CHANGE ORDER #1 FOR PROFESSIONAL SERVICES AGREEMENT
Hazardous Household Paint and Chemicals Collections Event (HPCC)
WHEREAS, the City of Milton and ECOFLO, Inc. have entered into a Professional Services Agreement
(the "Agreement") dated August 19, 2019, incorporated herein by reference; and
WHEREAS, the parties desire to change the completion date of the Project pursuant to Article II of the
Agreement, it being to the mutual benefit of all parties to do so;
NOW THEREFORE, the parties agree to amend the Agreement as follows:
1. Section 2 is amended by replacing the text "Consultant shall hold one or more additional household
hazardous waste collection events between October 1, 2019 and September 30, 2020" with
"Consultant shall hold one or more additional household hazardous waste collection events between
October 1, 2020 and September 30, 2021"."
2. Section 3.13 is amended by replacing the text ""end on September 30, 2020" with "end on September
30, 2021".
3. Exhibit A "Work Description" shall be considered updated as necessary to match the foregoing
modifications.
IN WITNESS WHEREOF, the parties have caused this Change Order to be duly executed by their duly
authorized officers as of the day and year set forth next to each signature.
CITY OF MILTON
0
Title:
Name:
Date:
Approved by City Council
ECOFLO, INC.:
By:
Title:�/214
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Name: l7 iW 4 e
Date: 9 I Z,jlZOzo
Mayor
Date City Attorney Approval as to Form
M I 'Nit
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 28, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of a Change Order to the Contract with Municipal
Equipment Company, LLC for the Provision of Turnout Gear for
Milton Firefighters
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
X
X
X
October 5, 2020
To: Honorable Mayor and City Council Members
From: Robert Edgar, Fire Chief
Date: Submitted on September 25, 2020 for the October 5, 2020 Regular
Council Meeting
Agenda Item: Approval of a Change Order to the Contract with Municipal
Equipment Company, LLC for the Provision of Turnout Gear for
Milton Firefighters
_____________________________________________________________________________________
Project Description:
The City currently has a contract with Municipal Equipment Company, LLC for the
provision of firefighter’s protective ensemble (e.g. turnout pants and jacket). The
contract is in the process of being rebid as it is nearing the end of its performance
period. This change order will extend the contract through until the earlier of (a)
December 6, 2020 or (b) the date the City enters a new fire-rescue personal protective
equipment purchase contract and increase the per-unit price slightly for the period.
Procurement Summary:
Purchasing method used: Bid Award-ITB (Over $50,000)
Account Number: 100-3510-531700002
Requisition Total: 3,215.00 (Per unit price increase)
Vendor DBA:
Other quotes or bids submitted (vendor/$): N/A
Financial Review: Bernadette Harvill, September 28, 2020
Legal Review: Sam VanVolkenburgh, Jarrard & Davis - September 18, 2020
Concurrent Review: Steven Krokoff, City Manager
Attachment: Change Order
HOME OP6F5F QUAi.lrf OF 1iFF IN GFpRCAA'
M U I LTON*w-
UTASUSHErME"
CHANGE ORDER #1 FOR PROFESSIONAL SERVICES AGREEMENT
Fire -Rescue Structural Personal Protective Equipment
WHEREAS, the City of Milton, Georgia and Municipal Equipment Company, LLC ("the Vendor") have
entered into a Professional Services Agreement (the "Agreement") dated May 24, 2016, incorporated herein
by reference, for the purchase of fire -rescue personal protective equipment; and
WHEREAS, the Agreement is set to expire on September 30, 2020;
WHEREAS, the City will initiate a competitive procurement for fire -rescue personal protective equipment,
with the intent that the selected provider will be not be in place until December 7, 2020, and therefore the
City desires to extend the term of the Agreement for a limited time until a new service contract can be
established; and
WHEREAS, the Vendor has provided updated pricing based on an annual 5% increase effective October
1;
NOW THEREFORE, the Parties agree to amend the Purchase Contract as follows:
Sections 1.2 of the Agreement is hereby amended by updating the price per pants, per overcoat,
or per each pair of fire -rescue personal protective equipment as outlined in Exhibit "A" hereto.
The City's financial obligation shall be the number of items ordered multiplied by the unit prices
in Exhibit "A" and this Change Order will not obligate the City to purchase any specific products
or quantities.
2. Section 5.2 and Section 5.3 are amended by allowing one extra renewal of the Agreement,
beginning October 1, 2020 and extending until the earlier of (a) December 6, 2020, or (b) the date
that the City enters into a new fire -rescue personal protective equipment purchase contract (with
Vendor or any other entity) (provided that the City shall give at least seven days prior notice for
such early termination, with informal notice via email being sufficient).
IN WITNESS WHEREOF, the parties hereto have caused this Change Order to be duly executed
by their duly authorized officers as of the day and year set forth next to each signature.
[SIGNATURES ON FOLLOWING PAGE]
N
CONTRACTOR: Municipal Equipment Company, LLC
By:
Print Name: K e,—c—
Its: ptl F-06 QA./ I--
Member/Manager (Limited Liability Company)
Attest/W'tness:
i/ Lha r
Print Name: _b -w W F-�
Its: Vice. j?AJf i ofw T�
((Assistant) Corp rate Secretary if corporation)
CITY OF MILTON, GEORGIA
Lo
Joe Lockwood, Mayor
[CITY SEAL]
Attest:
Print Name:
Its: City Clerk
Approved as to form:
City Attorney
1
Quote
Entered Date Taken By Customer #Quote #
9/23/20 LB01 13468 418702-00
PO #Quote Expires Page #
12/31/20 1
Bill To Ship To Correspondence To
CITY OF MILTON MILTON FIRE DEPARTMENT MUNICIPAL EQUIPMENT CO, LLC
ACCOUNTS PAYABLE
750 HICKORY FLAT ROAD
ATTN: CAPTAIN JOHNNY GOMEZ
750 HICKORY FLAT ROAD
408 BIF COURT
EMAIL: SALES@MECOFIRE.COM
PHONE (800) 228-8448
MILTON, GA 30004 MILTON, GA 30004 ORLANDO, FL 32809
Sales Representative
Ship Point Via Shipped Terms
MUNICIPAL EQUIPMENT - FLORIDA NET 30 DAYS
Notes
PRICE INCLUDES FREIGHT AND MEASURING OF PERSONNEL
Line Product and Description UPC
Item
Order
Quantity
Shipped
Quantity
Qty UM Unit Price Price UM Amount(Net)
1 CVBM-32
JANESVILLE V-FORCE BI-
SWING COAT, 32" LENGTH
DETAILED SPECS ON COAT ATTACHED IN
EMAIL
00000 1.00 0.00 each 1,630.00 each 1,630.00
2 PVHM
JANESVILLE V-FORCE HIGH
BACK PANT WITH SUSPENDER
DETAILED SPECS ON COAT ATTACHED IN
EMAIL
00000 1.00 0.00 each 1,585.00 each 1,585.00
2 Lines Total Total Order Quantity 2.00 Subtotal 3,215.00
Taxes 0.00
Total 3,215.00
SHANE BENTLEY, 706-716-3286
THIS PRICE EXPIRES DECEMBER 31, 2020
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 29, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of a Janitorial Services Agreement between the
City of Milton and MSG, Inc. dba Maintenance Services of
Ga. for Janitorial Services at the New Public Safety Complex
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
X
X
X
October 5, 2020
To: Honorable Mayor and City Council Members
From: Rich Austin, Chief of Police
Date: Submitted on September 22, 2020 for the October 5, 2020 Regular
City Council Meeting
Agenda Item: Approval of a Janitorial Services Agreement between the City of
Milton and MSG, Inc. dba Maintenance Services of Ga. for Janitorial
Services at the New Public Safety Complex
_____________________________________________________________________________________
Project Description: The Contractor will provide janitorial services for Fire Station 44
(Administrative offices and Admin Bathrooms only) and the Police department complex
including Court Services. This will be for the Public Safety Complex at 13690 Highway 9
North; Milton, Georgia. This also includes all labor, and equipment to complete this
work. The City of Milton will supply all paper products for each building.
Procurement Summary:
Purchasing method used: 3 Written Quotes ($5,000-$49,999)
Account Number: Police – 100-3210-522100000 ($1,525.00 month w/Covid Spray)
Court – 100-2650-522100000 ($950.00 month w/Covid spray)
Fire – 100-3510-522100000 ($395.00 month)
Requisition Total: $34,440.00
Other quotes or bids submitted (vendor/$)
Vendor/Firm Quote/Bid
American Facility
Services $39,000.00
ABM Services Declined to Bid
Financial Review: Bernadette Harvill, September 28, 2020
Legal Review: Sam VanVolkenburgh – Jarrard & Davis, September 22, 2020
Concurrent Review: Steven Krokoff, City Manager
Attachment(s): Janitorial Services Agreement
1
JANITORIAL SERVICES AGREEMENT
PUBLIC SAFETY COMPLEX INCLUDING FIRE STATION 44
THIS AGREEMENT is made and entered into this_____ day of _____________, 20___
(the “Effective Date”), by and between the CITY OF MILTON, GEORGIA, a municipal
corporation of the State of Georgia, acting by and through its governing authority, the Mayor and
City Council (hereinafter referred to as the “City”), and MSG,, Inc. dba Maintenance Services of
Ga., a Georgia corporation, (herein after referred to as the "Contractor"), collectively referred to
herein as the "Parties."
WITNESSETH:
WHEREAS, City desires to retain Contractor to provide certain services in the completion
of a Project (defined below); and
WHEREAS, City finds that specialized knowledge, skills, and training are necessary to
perform the Work (defined below) contemplated under this Agreement; and
WHEREAS, Contractor has represented that it is qualified by training and experience to
perform the Work; and
WHEREAS, Contractor desires to perform the Work as set forth in this Agreement under
the terms and conditions provided in this Agreement; and
WHEREAS, the public interest will be served by this Agreement; and
WHEREAS, Contractor has familiarized itself with the nature and extent of the
Agreement, the Project, and the Work, and with all local conditions and federal, state and local
laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance
of Work.
NOW, THEREFORE, for and in consideration of the mutual promises, the public
purposes, and the acknowledgements and agreements contained herein, and other good and
adequate consideration, the sufficiency of which is hereby acknowledged, the Parties do mutually
agree as follows:
2
I. SCOPE OF SERVICES AND TERMINATION DATE
A. Agreement. The Agreement shall consist of this Janitorial Services Agreement
and each of the Exhibits hereto, which are incorporated herein by reference, including:
Exhibit “A” – RESERVED
Exhibit “B” – Contractor Response/Proposal
Exhibit “C” – Scope of Work
Exhibit “D” – Contractor Affidavit
Exhibit “E” – Subcontractor Affidavit
Exhibit “F” – RESERVED
B. Project Description. The “Project” at issue in this Agreement is generally
described as: provision of janitorial services, including equipment and chemicals required to
perform the Work, at the Milton Public Safety Complex and Fire Station 44, both located at 13690
Highway 9, Milton, Georgia, as detailed in Exhibit “A” (the “Project”). Specific tasks and
locations are specified in Exhibit “A”.
C. The Work. The Work to be completed under this Agreement (the “Work”)
includes, but shall not be limited to, the work described in the Scope of Work provided in Exhibit
“C”, attached hereto and incorporated herein by reference. Unless otherwise stated in Exhibit
“C”, the Work includes all material, labor, insurance, tools, equipment, machinery, water, heat,
utilities, transportation, facilities, services and any other miscellaneous items and work necessary
to complete the Work. Some details necessary for proper execution and completion of the Work
may not be specifically described in the Scope of Work, but they are a requirement of the Work if
they are a usual and customary component of the contemplated services or are otherwise necessary
for proper completion of the Work.
D. Schedule, Completion Date, and Term of Agreement. Contractor understands
that time is of the essence of this Agreement and 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.
The term of this Agreement (“Term”) shall commence on October 1, 2020, and expire on
September 30, 2021 (provided that certain obligations will survive termination/expiration of this
Agreement).
II. WORK CHANGES
A. Change Order Defined. A “Change Order” means a written modification of the
Agreement, signed by representatives of City and Contractor with appropriate authorization.
B. Right to Order Changes. 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 Contractor and 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
3
as determined by City in its sole discretion, City shall have the right to determine reasonable terms,
and Contractor shall proceed with the changed work.
C. Change Order Requirement. 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 City and Contractor.
D. Authority to Execute Change Order. The City Manager has authority to execute,
without further action of the Mayor or 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
Maximum Contract Price, as set forth in Section III(B) below. Any such Change Orders materially
altering the terms of this Agreement, or any Change Order affecting the price where the Maximum
Contract Price (as amended) is in excess of $50,000, must be approved by resolution of the Mayor
and City Council. Amendments shall not result in a variance in price exceeding ten percent of the
original contract amount.
III. COMPENSATION AND METHOD OF PAYMENT
A. Payment Terms. City agrees to pay Contractor for the Work performed and costs
incurred by Contractor upon certification by City that the Work was actually performed and costs
actually incurred in accordance with the Agreement. Compensation for Work performed and, if
applicable, reimbursement for costs incurred shall be paid to Contractor upon City’s receipt and
approval of invoices, setting forth in detail the services performed and costs incurred, along with
all supporting documents requested by City to process the invoice. Invoices shall be submitted on
a monthly basis, and such invoices shall reflect costs incurred versus costs budgeted. Any material
deviations in tests or inspections performed, or 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 City before charges are incurred and shall be handled through Change Orders
as described in Section II above. City shall pay Contractor within thirty (30) days after approval
of the invoice by City staff.
B. Maximum Contract Price. The total amount paid under this Agreement as
compensation for Work performed and reimbursement for costs incurred shall not, in any case,
exceed $34,440.00 (the “Maximum Contract Price”), except as outlined in Section II(C) above.
The compensation for Work performed shall be based upon the schedule of fees dated 8/16/20 as
set forth in Exhibit B. The janitorial services shall be performed every month for $2,870.00 per
month (to be prorated by day for partial months worked if necessary).
C. Reimbursement for Costs. The Maximum Contract Price set forth in Section
III(B) above includes all costs, direct and indirect, needed to perform the Work and complete the
Project, and reimbursement for costs incurred shall be limited as follows: There shall be no
reimbursement for costs.
IV. COVENANTS OF CONTRACTOR
4
A. Expertise of Contractor; City’s Reliance on the Work. Contractor
acknowledges and agrees that City does not undertake to approve or pass upon matters of expertise
of Contractor and that, therefore, City bears no responsibility for Contractor’s Work performed
under this Agreement. City will not, and need not, inquire into adequacy, fitness, suitability or
correctness of Contractor’s performance. Contractor acknowledges and agrees that the acceptance
or approval of Work by City is limited to the function of determining whether there has been
compliance with what is required to be produced under this Agreement and shall not relieve
Contractor of the responsibility for adequacy, fitness, suitability, and correctness of Contractor’s
Work under professional and industry standards.
B. 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 principles of Contractor’s profession and industry,
Contractor will give written notice immediately to City.
C. Reserved.
D. Contractor’s Reliance on Submissions by City. Contractor must have timely
information and input from City in order to perform the Work required under this Agreement.
Contractor is entitled to rely upon information provided by City, but Contractor shall provide
immediate written notice to City if Contractor knows or reasonably should know that any
information provided by City is erroneous, inconsistent, or otherwise problematic.
E. Contractor’s Representative. _____________________ [INSERT NAME]
shall be authorized to act on Contractor’s behalf with respect to the Work as Contractor’s
designated representative, provided that this designation shall not relieve either Party of any
written notice requirements set forth elsewhere in this Agreement.
F. Assignment of Agreement. Contractor covenants and agrees not to assign or
transfer any interest in, or delegate any duties of this Agreement, without the prior express written
consent of City. As to any approved subcontractors, Contractor shall be solely responsible for
reimbursing them, and City shall have no obligation to them.
G. Responsibility of Contractor and Indemnification of City. Contractor covenants
and agrees to take and assume all responsibility for the Work rendered in connection with this
Agreement. Contractor shall bear all losses and damages directly or indirectly resulting to it and/or
City on account of the performance or character of the Work rendered pursuant to this Agreement.
Contractor shall defend, indemnify and hold harmless City and City’s elected and appointed
officials, officers, boards, commissions, employees, representatives, Contractors, servants, agents,
attorneys and volunteers (individually an “Indemnified Party” and collectively “Indemnified
Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses,
costs, expenses and liability of any kind whatsoever, including but not limited to attorney’s fees
and costs of defense (“Liabilities”), which may arise from or be the result of an alleged willful,
negligent or tortious act or omission arising out of the Work, performance of contracted services,
5
or operations by Contractor, any subcontractor, anyone directly or indirectly employed by
Contractor or subcontractor or anyone for whose acts or omissions Contractor or subcontractor
may be liable, regardless of whether or not the act or omission is caused in part by a party
indemnified hereunder; provided that this indemnity obligation shall only apply to the extent
Liabilities are caused by or result from the negligence, recklessness, or intentionally wrongful
conduct of the Contractor or other persons employed or utilized by the Contractor in the
performance of this Agreement. This indemnity 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 an Indemnified Party, by any employee of Contractor, its
subcontractor, anyone directly or indirectly employed by Contractor or subcontractor or anyone
for whose acts 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 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 Indemnified Party(ies) shall survive
expiration or termination of this Agreement, provided that the claims are based upon or arise out
of actions or omissions that occurred during the performance of this Agreement.
H. 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 City. Nothing in this Agreement shall be construed to make
Contractor or any of its employees, servants, or subcontractors, an employee, servant or agent of
City for any purpose. Contractor agrees to be solely responsible for its own matters relating to the
time and place the Work is performed and the method used to perform such Work; the
instrumentalities, tools, supplies and/or materials necessary to complete the Work; hiring of
Contractors, agents or employees to complete the Work; and the payment of employees, including
benefits and compliance with Social Security, withholding and all other regulations governing
such matters. Contractor agrees to be solely responsible for its own acts and those of its
subordinates, employees, and subcontractors during the life of this Agreement. There shall be no
contractual relationship between any subcontractor or supplier and City by virtue of this
Agreement with Contractor. Any provisions of this Agreement that may appear to give 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 City with regard to the results of such services only. It is further
understood that this Agreement is not exclusive, and City may hire additional entities to perform
the Work related to this Agreement.
Inasmuch as City and 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. Contractor
agrees not to represent itself as City’s agent for any purpose to any party or to allow any employee
of 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. Contractor shall assume full liability for
any contracts or agreements Contractor enters into on behalf of City without the express
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knowledge and prior written consent of City.
I. Insurance.
(1) Requirements: 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 Contractor, its agents,
representatives, employees or subcontractors. All policies shall be subject
to approval by City as 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 the following
insurance policies with coverage and limits no less than:
(a) Commercial General Liability coverage of at least $1,000,000 (one
million dollars) combined single limit per occurrence and
$2,000,000 (two million dollars) aggregate for comprehensive
coverage including for bodily and personal injury, sickness, disease
or death, injury to or destruction of property, including loss of use
resulting therefrom.
(b) Commercial Automobile Liability (owned, non-owned, hired)
coverage of at least $1,000,000 (one million dollars) combined
single limit per occurrence for comprehensive coverage including
bodily and personal injury, sickness, disease or death, injury to or
destruction of property, including loss of use resulting therefrom.
(c) Fidelity Insurance, Fidelity Bond, or Janitorial Surety Bond
providing protection to the City of at least $100,000 and covering
dishonest acts of the Contractor’s employees or agents. The
insurance/bond must cover each and every employee who will be
working in the City’s facilities and must waive any applicable
conviction clause. Proceeds of any Fidelity Insurance or Fidelity
Bond shall be applied, first, to satisfy Contractor’s indemnification
obligations under this Agreement.
(d) Workers’ Compensation limits as required by the State of Georgia
and Employers’ Liability limits of $1,000,000 (one million dollars)
per occurrence or disease. (If Contractor is a sole proprietor, who is
otherwise not entitled to coverage under Georgia’s Workers’
Compensation Act, Contractor must secure Workers’ Compensation
coverage approved by both the State Board of Workers’
Compensation and the Commissioner of Insurance. The amount of
such coverage shall be the same as what is otherwise required of
employers entitled to coverage under the Georgia Workers’
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Compensation Act. Further, Contractor shall provide a certificate
of insurance indicating that such coverage has been secured and that
no individual has been excluded from coverage.)
(e) Commercial Umbrella Liability Coverage: $
_____n/a___________ (_____________)per occurrence shall be
provided and will apply over all liability policies, without exception,
including but not limited to Commercial General Liability,
Commercial Automobile Liability, Employers’ Liability, and
Professional Liability.
(3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured
retentions must be declared to and approved by City in writing so that City
may ensure the financial solvency of Contractor; self-insured retentions
should be included on the certificate of insurance.
(4) Other Insurance Provisions: Each policy shall contain, or be endorsed to
contain, the following provisions respectively:
(a) General Liability, Automobile Liability and (if applicable) Umbrella
Liability Coverage.
(i) Additional Insured Requirement. City and City’s elected
and appointed officials, officers, boards, commissioners,
employees, representatives, Contractors, servants, agents
and volunteers (individually “Insured Party” and
collectively “Insured Parties”) shall be named as additional
insureds as respects: liability arising out of activities
performed by or on behalf of Contractor; products and
completed operations of Contractor; premises owned,
leased, or used by Contractor; automobiles owned, leased,
hired, or borrowed by Contractor. The coverage shall contain
no special limitations on the scope of protection afforded to
the Insured Parties. Nothing contained in this section shall
be construed to require the Contractor to provide liability
insurance coverage to any Insured Party for claims asserted
against such Insured Party for its sole negligence.
(ii) Primary Insurance Requirement. Contractor’s insurance
coverage shall be primary noncontributing insurance as
respects to any other insurance or self-insurance available to
the Insured Parties. Any insurance or self-insurance
maintained by the Insured Parties shall be in excess of
Contractor’s insurance and shall not contribute with it.
(iii) Reporting Requirement. Any failure to comply with
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reporting provisions of the policies shall not affect coverage
provided to the Insured Parties.
(iv) Separate Coverage. Coverage shall state that Contractor’s
insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect
to limits of insurance provided.
(v) Defense Costs/Cross Liability. 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) Subrogation. The insurer shall agree to waive all rights of
subrogation against the Insured Parties for losses arising
from Work performed by Contractor for City.
(b) Workers’ Compensation Coverage. The insurer providing Workers’
Compensation Coverage will agree to waive all rights of
subrogation against the Insured Parties for losses arising from Work
performed by Contractor for City.
(c) All Coverages.
(i) Notice Requirement. Each insurance policy required by
this Agreement shall be endorsed to state that coverage shall
not be suspended, voided, or canceled except after thirty (30)
calendar days prior written notice (or 10 calendar days if due
to non-payment) has been given to City. City reserves the
right to accept alternate notice terms and provisions,
provided they meet the minimum requirements under
Georgia law.
(ii) Starting and Ending Dates. Policies shall have concurrent
starting and ending dates.
(iii) Incorporation of Indemnification Obligations. Policies shall
include an endorsement incorporating the indemnification
obligations assumed by Contractor under the terms of this
Agreement, including but not limited to Section IV(G) of
this Agreement.
(5) Acceptability of Insurers: The insurance to be maintained by Contractor
must be issued by a company licensed or approved by the Insurance
Commissioner to transact business in the State of Georgia. Such insurance
policies shall be placed with insurer(s) with an A.M. Best Policyholder’s
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rate of no less than “A-” and with a financial rating of Class VII or greater.
The Contractor shall be responsible for any delay resulting from the failure
of its insurer to provide proof of coverage in the proscribed form.
(6) Verification of Coverage: Contractor shall furnish to City for City approval
certificates of insurance and endorsements to the policies evidencing all
coverage required by this Agreement prior to the start of work. Without
limiting the general scope of this requirement, Contractor is specifically
required to provide an endorsement naming City as an additional insured
when required. The certificates of insurance and endorsements for each
insurance policy are to be on a form utilized by Contractor’s insurer in its
normal course of business and are to be signed by a person authorized by
that insurer to bind coverage on its behalf, unless alternate sufficient
evidence of their validity and incorporation into the policy is provided. City
reserves the right to require complete, certified copies of all required
insurance policies at any time. Contractor shall provide proof that any
expiring coverage has been renewed or replaced prior to the expiration of
the coverage.
(7) Subcontractors: Contractor shall either (1) ensure that its insurance policies
(as described herein) cover all subcontractors and the Work performed by
such subcontractors or (2) ensure that any subcontractor secures separate
policies covering that subcontractor and its Work. All coverage for
subcontractors shall be subject to all of the requirements stated in this
Agreement, including, but not limited to, naming the Insured 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, and have an effective date which is on or
prior to the Effective Date.
(9) City as Additional Insured and Loss Payee: City shall be named as an
additional insured and loss payee on all policies required by this Agreement,
except City need not be named as an additional insured and loss payee on
any Professional Liability policy or Workers’ Compensation policy.
(10) Progress Payments: The making of progress payments to Contractor shall
not be construed as relieving Contractor or its subcontractors or insurance
carriers from providing the coverage required in this Agreement.
J. Employment of Unauthorized Aliens Prohibited – E-Verify Affidavit. Pursuant
to O.C.G.A. § 13-10-91, City shall not enter into a contract for the physical performance of services
unless:
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(1) Contractor shall provide evidence on City-provided forms, attached hereto
as Exhibits “D” and “E” (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 registered with, are authorized to use and use 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, and that they
will continue to use the federal work authorization program throughout the
contract period, or
(2) Contractor provides evidence that it is not required to provide an affidavit
because it is an individual (not a company) licensed pursuant to Title 26 or
Title 43 or by the State Bar of Georgia and is in good standing.
Contractor hereby verifies that it has, prior to executing this Agreement, executed a
notarized affidavit, the form of which is provided in Exhibit “D”, and submitted such affidavit to
City or provided City with evidence that it is an individual not required to provide such an affidavit
because it is licensed and in good standing as noted in sub-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 Georgia Department of Labor
Rule 300-10-1-.02.
In the event Contractor employs or contracts with any subcontractor(s) in connection with
the covered contract, 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 “E”, 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 an individual licensed and in good standing as noted in sub-subsection (2) above. If a
subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to 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 Contractor’s and
Contractor’s subcontractors’ verification process at any time to determine that the verification was
correct and complete. Contractor and Contractor’s subcontractors shall retain all documents and
records of their respective verification process for a period of five (5) 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 City, 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 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. Contractor’s failure
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to cooperate with the investigation may be sanctioned by termination of the Agreement, and
Contractor shall be liable for all damages and delays occasioned by City thereby.
Contractor agrees that the employee-number category designated below is applicable to
Contractor. [Information only required if a contractor affidavit is required pursuant to O.C.G.A.
§ 13-10-91.] [DESIGNATE/MARK APPROPRIATE CATEGORY]
____ 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, 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.
K. Reserved.
L. Ethics Code; Conflict 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. Contractor certifies that to the best of its knowledge no
circumstances exist which will cause a conflict of interest in performing the Work. Should Contractor
become aware of any circumstances that may cause a conflict of interest during the Term of this
Agreement, Contractor shall immediately notify City. If City determines that a conflict of interest
exists, City may require that Contractor take action to remedy the conflict of interest or terminate the
Agreement without liability. City shall have the right to recover any fees paid for services rendered
by Contractor when such services were performed while a conflict of interest existed if Contractor
had knowledge of the conflict of interest and did not notify City within five (5) business days of
becoming aware of the existence of the conflict of interest.
Contractor and City acknowledge that it is prohibited for any person to offer, give, or agree
to give any City employee or official, or for any City employee or official to solicit, demand,
accept, or agree to accept from another person, a gratuity of more than nominal value or rebate or
an offer of employment in connection with any decision, approval, disapproval, recommendation,
or preparation of any part of a program requirement or a purchase request, influencing the content
of any specification or procurement standard, rendering of advice, investigation, auditing, or in
any other advisory capacity in any proceeding or application, request for ruling, determination,
claim or controversy, or other particular matter, pertaining to any program requirement or a
contract or subcontract, or to any solicitation or proposal therefor. Contractor and City further
acknowledge that it is prohibited for any payment, gratuity, or offer of employment to be made by
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or on behalf of a sub-Contractor under a contract to the prime Contractor or higher tier sub-
Contractor, or any person associated therewith, as an inducement for the award of a subcontract or
order.
M. Confidentiality. Contractor acknowledges that it may receive confidential
information of City and that it will protect the confidentiality of any such confidential information
and will require any of its subcontractors, Contractors, and/or staff to likewise protect such
confidential information. Contractor agrees that confidential information it learns or 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 City. Contractor shall exercise reasonable
precautions to prevent the unauthorized disclosure and use of City information whether
specifically deemed confidential or not.
Contractor acknowledges that City’s disclosure of documentation is governed by Georgia’s
Open Records 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.
N. RESERVED.
O. Meetings. Contractor is required to meet with City’s personnel, or designated
representatives, to resolve technical or contractual problems that may occur during the Term of
this Agreement at no additional cost to City. Meetings will occur as problems arise and will be
coordinated by City. City shall inform Contractor’s Representative of the need for a meeting and
of the date, time and location of the meeting at least three (3) full business days prior to the date
of the meeting. Face-to-face meetings are desired. However, at 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 failure to make a good
faith effort to resolve problems, may result in termination of this Agreement for cause.
P. Authority to Contract. The individual executing this Agreement on behalf of
Contractor covenants and declares that it has obtained all necessary approvals of Contractor’s
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.
Q. Ownership of Work. All reports, designs, drawings, plans, specifications,
schedules, work product and other materials, including, but not limited to, those in electronic form,
prepared or in the process of being prepared for the Work to be performed by Contractor
(“Materials”) shall be the property of City, and City shall be entitled to full access and copies of
all Materials in the form prescribed by City. Any Materials remaining in the hands of Contractor
or subcontractor upon completion or termination of the Work shall be delivered immediately to
City whether or not the Project or Work is commenced or completed; provided, however, that
Contractor may retain a copy of any deliverables for its records. Contractor assumes all risk of
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loss, damage or destruction of or to Materials. If any Materials are lost, damaged or destroyed
before final delivery to City, Contractor shall replace them at its own expense. Any and all
copyrightable subject matter in all Materials is hereby assigned to City, and Contractor agrees to
execute any additional documents that may be necessary to evidence such assignment.
R. Nondiscrimination. In accordance with Title VI of the Civil Rights Act of 1964,
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, Contractor agrees that, during performance of this
Agreement, 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, belief, or political affiliation, national origin, gender, age or disability. In
addition, Contractor agrees to comply with all applicable implementing regulations and shall
include the provisions of this paragraph in every subcontract for services contemplated under this
Agreement.
S. Contractors Assisting with Procurement. As required by O.C.G.A. § 36-80-28,
if the Agreement requires the Contractor to prepare, develop, or draft specifications or
requirements for a solicitation (including bids, requests for proposals, procurement orders, or
purchase orders) or to serve in a consultative role during a bid or proposal evaluation or negotiation
process: (a) the Contractor shall avoid any appearance of impropriety and shall follow all ethics
and conflict-of-interest policies and procedures of the City; (b) the Contractor shall immediately
disclose to the City any material transaction or relationship, including, but not limited to, that of
the Contractor, the Contractor’s employees, or the Contractor’s agents or subsidiaries, that
reasonably could be expected to give rise to a conflict of interest, including, but not limited to,
past, present, or known prospective engagements, involvement in litigation or other dispute, client
relationships, or other business or financial interest, and shall immediately disclose any material
transaction or relationship subsequently discovered during the pendency of the Agreement; and
(c) the Contractor agrees and acknowledges that any violation or threatened violation of this
paragraph may cause irreparable injury to the City, entitling the City to seek injunctive relief in
addition to all other legal remedies.
V. COVENANTS OF CITY
A. Right of Entry. City shall provide for right of entry for Contractor and all
necessary equipment as required for Contractor to complete the Work; provided that Contractor
shall not unreasonably encumber the Project site(s) with materials or equipment.
B. City’s Representative. ___Scott Mulvey___ shall be authorized to act on City’s
behalf with respect to the Work as City’s designated representative on this Project; provided that
any changes to the Work or the terms of this Agreement must be approved as provided in Section
II above.
VI. TERMINATION
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A. For Convenience. City may terminate this Agreement for convenience at any time
upon providing written notice thereof at least seven (7) calendar days in advance of the termination
date.
B. For Cause. Contractor shall have no right to terminate this Agreement prior to
completion of the Work, except in the event of City’s failure to pay Contractor within thirty (30)
calendar days of Contractor providing City with notice of a delinquent payment and an opportunity
to cure. In the event of Contractor’s breach or default under this Agreement, City may terminate this
Agreement for cause. City shall give Contractor at least seven (7) calendar days’ written notice of
its intent to terminate the Agreement for cause and the reasons therefor. If Contractor fails to cure
the breach or default within that seven (7) day period, or otherwise remedy the breach or default to
the reasonable satisfaction of City, then City may, at its election: (a) in writing terminate the
Agreement in whole or in part; (b) cure such default itself and charge Contractor for the costs of
curing the default against any sums due or which become due to Contractor under this Agreement;
and/or (c) pursue any other remedy then available, at law or in equity, to City for such default.
C. RESERVED
D. Payment Upon Termination. Upon termination, City shall provide for payment
to Contractor for services rendered and, where authorized, expenses incurred prior to the
termination date; provided that, where this Agreement is terminated for cause, City may deduct
from such payment any portion of the cost for City to complete (or hire someone to complete) the
Work, as determined at the time of termination, not otherwise covered by the remaining unpaid
Maximum Contract Price.
E. Conversion to Termination for Convenience. If City terminates this Agreement
for cause and it is later determined that City did not have grounds to do so, the termination will be
converted to and treated as a termination for convenience under the terms of Section VI(A) above.
F. Requirements Upon Termination. Upon termination, Contractor shall: (1)
promptly discontinue all services, cancel as many outstanding obligations as possible, and not
incur any new obligations, unless the City directs otherwise; and (2) promptly deliver to City all
data, drawings, reports, summaries, and such other information and materials as may have been
generated or used by Contractor in performing this Agreement, whether completed or in process,
in the form specified by City.
G. Reservation of Rights and Remedies. The rights and remedies of City and
Contractor provided in this Article are in addition to any other rights and remedies provided under
this Agreement or at law or in equity.
VII. MISCELLANEOUS
A. Entire Agreement. This Agreement, including any exhibits hereto, 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
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this Agreement shall be valid or binding. This Agreement may be modified or amended only by a
written Change Order (as provided in Section II above) or other 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.
C. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia without regard to choice of law principles. If any
action at law or in equity is brought to enforce or interpret the provisions 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, or the U.S.
District Court for the Northern District of Georgia – Atlanta Division, and Contractor submits to
the jurisdiction and venue of such court.
D. Captions and Severability. All headings herein 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, or in any way affect this Agreement. Should any article(s) or section(s) of
this Agreement, or any part thereof, later be deemed illegal, invalid or unenforceable by a court of
competent jurisdiction, the offending portion of the Agreement should be severed, and the
remainder of this Agreement shall remain in full force and effect to the extent possible 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 that may for any reason be hereafter declared in valid.
E. Business License. Prior to commencement of the Work to be provided hereunder,
Contractor shall apply to City for a business license, pay the applicable business license fee, and
maintain said business license during the Term of this Agreement, unless Contractor provides
evidence that no such license is required.
F. Notices.
(1) Communications Relating to Day-to-Day Activities. All
communications relating to the day-to-day activities of the Work shall be
exchanged between City’s Representative (named above) for City and
Contractor’s Representative (named above) for Contractor.
(2) Official Notices. All other notices, requests, demands, 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 Party at the address
given below, or at a substitute address previously furnished to the other
Party by written notice in accordance herewith.
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NOTICE TO CITY shall be sent to:
Procurement Manager
City of Milton, Georgia
2006 Heritage Walk
Milton, Georgia 30004
NOTICE TO CONTRACTOR shall be sent to:
MSG, Inc dba Maintenance Services of Ga.
Attn: Ralph Robinson
3482 Keith Bridge Rd
Cumming, GA 30041
G. Waiver of Agreement. No failure by 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 City at variance with the terms and conditions of this Agreement shall
constitute a general waiver of any future breach or default or affect City’s right to demand exact
and strict compliance by Contractor with the terms and conditions of this Agreement. Further, no
express waiver shall affect any Term or condition other than the one specified in such waiver, and
that one only for the time and manner specifically stated.
H. Survival. All sections of this Agreement which by their nature should survive
termination will survive termination, including, without limitation, confidentiality obligations and
insurance maintenance requirements.
I. 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.
J. Sovereign Immunity; Ratification. Nothing contained in this Agreement shall be
construed to be a waiver of City’s sovereign immunity or any individual’s qualified, good faith or
official immunities. Ratification of this Agreement by a majority of the Mayor and City Council
shall authorize the Mayor to execute this Agreement on behalf of City.
K. No Personal Liability. Nothing herein shall be construed as creating any
individual or personal liability on the part of any of City’s elected or appointed officials, officers,
boards, commissions, employees, representatives, Contractors, servants, agents, attorneys or
volunteers. No such individual shall be personally liable to Contractor or any successor in interest
in the event of any default or breach by City or for any amount which may become due to
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 contractual liability, except where
Contractor is a sole proprietor. The Parties agree that, except where Contractor is a sole proprietor,
their sole and exclusive remedy, claim, demand or suit for contractual liability shall be directed
17
and/or asserted only against Contractor or City, respectively, and not against any elected or
appointed official, officers, boards, commissions, employees, representatives, Contractors,
servants, agents, attorneys and volunteers.
L. Counterparts; Agreement Construction and Interpretation. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same instrument. Contractor
represents that it has reviewed and become familiar with this Agreement and has notified City of
any discrepancies, conflicts or errors herein. In the event of a conflict in the terms of this
Agreement and/or the exhibits attached hereto, the terms most beneficial to City shall govern. The
Parties hereto agree that, if an ambiguity or question of intent or interpretation arises, this
Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed
against a Party because it was responsible for drafting one or more provisions of the Agreement.
In the interest of brevity, the Agreement may omit modifying words such as “all” and “any” and
articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement
and appears in another is not intended to affect the interpretation of either statement. Words or
terms used as nouns in the Agreement shall be inclusive of their singular and plural forms, unless
the context of their usage clearly requires contrary meaning.
M. Force Majeure. Neither City nor Contractor shall be liable for its 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 its respective duties or obligations under this
Agreement or for any delay in such performance due to: (i) any cause beyond its 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.
N. Material Condition. Each term of this Agreement is material, and Contractor’s
breach of any term of this Agreement shall be considered a material breach of the entire Agreement
and shall be grounds for termination or exercise of any other remedies available to City at law or
in equity.
IN WITNESS WHEREOF City and Contractor have executed this Agreement, effective
as of the Effective Date first above written.
[SIGNATURES ON FOLLOWING PAGE]
18
CONTRACTOR: MSG, Inc.
Signature: ___________________________________
Print Name: _____________________________
Title: [CIRCLE ONE]
President/Vice President (Corporation)
[CORPORATE SEAL]
(required if corporation)
Attest/Witness:
Signature: _______________________________
Print Name: _____________________________
Title: __________________________________
(Assistant) Corporate Secretary (required if corporation)
CITY OF MILTON, GEORGIA RATIFIED BY COUNCIL
________________________________
By: Steven Krokoff, City Manager ______________________________
By: Joe Lockwood, Mayor
[CITY SEAL]
Attest:
Signature: ________________________________
Print Name: ______________________________
Title: City Clerk
Approved as to form:
_______________________________
City Attorney
EXHIBIT “A”
RESERVED
EXHIBIT “B”
MSG INC
dha Maintenance Services of Ga.
3482 Keith Bxidge.Rd.
Cumming,. Ga. 34041
August 16, 2020
Scott Mulvey:
Milton Public Safety Complex
1.3590 Highway 9
Milton Georgia
Dear Nir. Mulvey,
Thank you for the opportunity to submit this proposal for cleaning the
Milton Public Safety Complex. On: the following pages you will find
a description of the services and the terms ofthe contract.
Maintenance Services of Georgia is fully bonded and insured. All work will
Be carefully supervised and checked on an. ongoing Basis. Background checks
Are conducted on all employees.
Respectfully,
i
Ralph Robinson
SCIIEDULE OF SERVICES
First Floor and Terrace Level
FIVE DAYS PER WEED
L Spot clean all entrance doors inside and out
:2.. Spot: clean all glass. partitionsand receptionist windows
I Clean and. sanitize all high touch. surfaces including door handles
Countertops, cabinet doors in break loom and work stations
4. Break room: Clean and sanitize tables, sinks, countertops, cabinet doors and
microwave inside and out
S. Vacuum then,detergent mop all hard surface floors taking care to clean under
all chairs and trash cans
d. Vacuum all carpeted areas
?. Vacuum and detergent mop stairs
8. Clean and sanitize table outside Evidence Room
9_. Clean table in Armory
10. Clean. and sanitize exterior oflockers one day per week
11. Clean and sanitize 3 showers one. day per week
12. Dust desks (if clear d papers), window ledges; and chair rail
one day per week.
13. Empty all..trash. receptacle and properly dispose of trash
14. Replace.trash can liners as .needed
15. Clean restrooms as outlined on the following page.
SCHEDULE OF SERVICES
TWO DAYS PER WEED
1. Use. atomizer fogger to sanitize all surfaces in courtroorn
2. Clean and sanitize al l desks and work tdbles in. courtroom
3. Vacuum all carpeted areas in courtroom
ONE. DAY PER QUARTER
1. Clean HVAC vents
I Dust blinds
FIRE DEPARTMENT
FIVE DAYS PER WEEK
1. Clean restroorns as outlined on the following page
ONE DAY PER WEEK
L. Vacuum entrance hallway
.2. Detergent mop entrance hallway
3. Vacuum office area
4. Dust desks and horizontal surfaces
.5. Clean and sanitize sink and countertop in break room
b. 5pot.clean entrance doors and surrounding glass
RESTRODMS
1. Clean and sanitize all fixtures with nonacid disinfectant
2. Clean. and polish all chrome supply pipes
3. Clean mirrors, sinks, and counter taps
4. Clean all handicapped grab Fails,. paper towel and. soap dispensers
5. Sweep, mop and disinfect floors.
6. Spot clean all partitions
7. Spot clean entrance boors to restrooms daily
8: Restock all restropm supplies from your stock
MSG uses. an EPA approved disinfectant
EPA Reg 4683.6-734-16 77
* EPAReg.46836-193-4170.
The above services will be provided at a cost of Two. Thousand
Four Hundred and Seventy -Five ($2,475.00) dollars per month.
Maintenance Services of Georgia will .supply all equipment
and chemicals to complete the task.
Milton Public. Safety Complex will supply all trash can liners, hand soap,,.
and paper products for the restrooms..
Services for the Fire Department area will be provide at an. additional
cost of Three Hundred and Ninety Five dollars ($395.00) per.month.
REFERENCES
Maintenance Services of Georgia
1, King's Ridge Ciui.stian School IC-eith Allen 770-3377195
Since 2001 F
2. Northside Hospital
Fiona Nemetz Director of EVS Safety and.Security 404-851- 6022
Since 2011
3. Peachtree Dunwoody SLugical Center
Since 2015
4. ENT Surgery Center of Atlanta Deborah Smith 404-297.4230
i-itYlaa..cg°c 404-297-1334
5. Blessed Trinity High School Monica Chambers 678-277-9083
Since 2009
6. Greater Atlanta Christian School Jennifer Clark 770--243-2255
Since 2015.
7. Vi ilmar Investments Marjorie Knight 404= 71.3-424.0
Since 1988
EXHIBIT “C”
See Exhibit “B”
EXHIBIT “D”
STATE OF ____________
COUNTY OF ___________
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 of Milton, Georgia 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:
_________________________________
Federal Work Authorization User Identification
Number
_________________________________
Date of Authorization
MSG, Inc.
Name of Contractor
Janitorial Services – Public Safety Complex and
Fire Station 44
Name of Project
City of Milton, Georgia
Name of Public Employer
I hereby declare under penalty of perjury that the
foregoing is true and correct.
Executed on _________, 20___ in
_____________________ (city), ______ (state).
_________________________________
Signature of Authorized Officer or Agent
_______________________________
Printed Name and Title of Authorized Officer or
Agent
SUBSCRIBED AND SWORN BEFORE ME
ON THIS THE ______ DAY OF
______________, 20___.
_________________________________
NOTARY PUBLIC
[NOTARY SEAL]
My Commission Expires:
_________________________________
EXHIBIT “E”
STATE OF _____________
COUNTY OF ___________
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 MSG, Inc. (name of contractor) on behalf of the City of
Milton, Georgia 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:
_________________________________
Federal Work Authorization User Identification
Number
_________________________________
Date of Authorization
_________________________________
Name of Subcontractor
Janitorial Services – Public Safety Complex and
Fire Station 44
Name of Project
City of Milton, Georgia
Name of Public Employer
I hereby declare under penalty of perjury that the
foregoing is true and correct.
Executed on _________, 20__ in
_____________________ (city), ______ (state).
_________________________________
Signature of Authorized Officer or Agent
_______________________________
Printed Name and Title of Authorized Officer or
Agent
SUBSCRIBED AND SWORN BEFORE ME
ON THIS THE ______ DAY OF
______________, 20___.
_________________________________
NOTARY PUBLIC
[NOTARY SEAL]
My Commission Expires:
_________________________________
EXHIBIT “F”
RESERVED
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 29, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of a Change Order between the City of Milton and
Velocity Ventures, Inc. for Vehicle Maintenance and Repair
Until December 31, 2020
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
X
X
October 5, 2020
X
To: Honorable Mayor and City Council Members
From: Rich Austin, Chief of Police
Date: Submitted on September 28, 2020 for the October 5, 2020 Regular
City Council Meeting
Agenda Item: Approval of Change Order to the Vehicle Maintenance and Repair
Agreement with Velocity Ventures, Inc. Until December 31, 2020
_____________________________________________________________________________________
Project Description: This is an extension to the current contract with Velocity Ventures,
Inc, the vendor with which the City currently has under contract for the maintenance
and repair of city vehicles. The pricing has not changed for this contract. The Change
Order is only an extension of the current contract term until December 31, 2020.
Procurement Summary:
Purchasing method used: Contract Addendum
Account Number: 100-3210-522230000
Requisition Total: Blanket PO
Other quotes or bids submitted (vendor/$): N/A
Financial Review: Bernadette Harvill, September 28, 2020
Legal Review: Sam VanVolkenburgh – Jarrard & Davis, September 25, 2020
Concurrent Review: Steven Krokoff, City Manager
Attachment(s): Vehicle Maintenance and Repair Agreement
HOME OF'THE BEST GUAM OF UM N GEORGIA'
MILTO I N
ESTABLISHEQ 2IX16
CHANGE ORDER ##1 FOR PROFESSIONAL SERVICES AGREEMENT
Vehicle Maintenance and Repairs
WHEREAS, the City of Milton, Georgia and Velocity Ventures, Inc. ("the Vendor") have entered into an
Agreement for Vehicle Maintenance and Repairs (the "Agreement") dated October 16, 2017, incorporated
herein by reference, for the purchase of vehicle maintenance and repair services; and
WHEREAS, the Agreement is set to expire on September 30, 2020; and
WHEREAS, the City will initiate a competitive procurement for vehicle maintenance and repair services,
but the selected provider may be not be in place until January, 2021, and therefore the City desires to extend
the term of the Agreement for a Iimited time until a new service contract can be established;
NOW THEREFORE, the Parties agree to amend the Agreement as follows:
1. Section LD is amended by allowing one extra renewal of the Agreement, beginning October 1,
2020 and extending until the earlier of (a) December 31, 2020, or (b) the date that the City enters
into a new vehicle maintenance and repair services contract (with Vendor or any other entity)
(provided that the City shall give at least seven days prior notice for such early termination, with
informal notice via email being sufficient).
IN WITNESS WHEREOF, the parties hereto have caused this Change Order to be duly executed
by their duly authorized officers as of the day and year set forth next to each signature.
[SIGNATURES ON FOLLOWING PAGE)
M II LT�N%�-
A/
CONTRACTOR: Velocity Ventures, Inc.
By: 12. r%�-
Print Name: '96" !"wul—
Its: G f'D
PresidentNice President (Corporation)
Attest/Witness:
Print Name: L—C1-U-+ Ct �. 5L, A -e S
Its: 4CC0W4%,e
((Assistant) Corporate Secretary if corporation)
CITY OF MILTON, GEORGIA RATIFIED BY COUNCIL
in
Steven Krokoff, City Manager
Attest:
Print Name:
Its: City Clerk
Approved as to form:
City Attorney
MILT �N'�
M.
Joe Lockwood, Mayor
[CITY SEAL]
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 29, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of a Change Order between the City of Milton and
Extra Mile Auto Tire and Service, LLC for Vehicle Maintenance
and Repair Until December 31, 2020
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
X
X
X
October 5, 2020
To: Honorable Mayor and City Council Members
From: Rich Austin, Chief of Police
Date: Submitted on September 28, 2020 for the October 5, 2020 Regular
City Council Meeting
Agenda Item: Approval of Change Order between the City of Milton and Extra
Mile Auto Tire and Service, LLC for Vehicle Maintenance and Repair
Until December 31, 2020
_____________________________________________________________________________________
Project Description: This is an extension to the current contract with Extra Mile Auto Tire
and Service, LLC, the vendor with which the City currently has under contract for the
maintenance and repair of city vehicles. The pricing has not changed for this contract.
The Change Order is only an extension of the current contract term until December 31,
2020.
Procurement Summary:
Purchasing method used: Contract Addendum
Account Number: 100-3210-522230000
Requisition Total: Blanket PO
Other quotes or bids submitted (vendor/$): N/A
Financial Review: Bernadette Harvill, September 28, 2020
Legal Review: Sam VanVolkenburgh – Jarrard & Davis, September 25, 2020
Concurrent Review: Steven Krokoff, City Manager
Attachment(s): Vehicle Maintenance and Repair Agreement
HOAeFOF '
M I LTON It
L51AHL1511LD 21AX.
CHANGE ORDER #1 FOR PROFESSIONAL SERVICES AGREEMENT
Vehicle Maintenance and Repairs
WHEREAS, the City of Milton, Georgia and Extra Mile Auto Tire and Service, LLC ("the Vendor") have
entered into an Agreement for Vehicle Maintenance and Repairs (the "Agreement") dated October 16,
2017, incorporated herein by reference, for the purchase of tire -rescue personal protective equipment; and
WHEREAS, the Agreement is set to expire on September 30, 2020; and
WHEREAS, the City will initiate a competitive procurement for vehicle maintenance and repair services,
but the selected provider may not be in place until January 2021, and therefore the City desires to extend
the term of the Agreement for a limited time until a new service contract can be established;
NOW THEREFORE, the Parties agree to amend the Agreement as follows:
Section ED is amended by allowing one extra renewal of the Agreement, beginning October 1,
2020 and extending until the earlier of (a) December 31, 2020, or (b) the date that the City enters
into a new vehicle maintenance and repair services contract (with Vendor or any other entity)
(provided that the City shall give at least seven days prior notice for such early termination, with
informal notice via email being sufficient).
IN WITNESS WHEREOF, the parties hereto have caused this Change Order to be duly executed
by their duly authorized officers as of the day and year set forth next to each signature.
[SIGNATURES ON FOLLOWING PAGE]
CITY OF MILTON, GEORGIA
Steven Krokoff, City Manager
Attest:
Print Name:
Its: City Clerk
Approved as to form:
City Attorney
CONT
Extra Mile Auto Tire and Service, LLC
Print Dame:
Its:
Member/Manager (Limited Liability Company)
Attest/Witness:
Print Name: le V
Its:
((Assistant) Corporate Secretary if corporation)
RATIFIED BY COUNCIL
By:
Joe Lockwood, Mayor
[CITY SEAL]
2
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 29, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of a Professional Services Agreement Between the
City of Milton and The Mercer Group to Provide Executive
Search Services for the Position of Fire Chief
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
October 5, 2020
X
X
X
To: Honorable Mayor and City Council Members
From: Sam Trager, Human Resources Director
Date: Submitted September 28, 2020 for the October 5, 2020 Regular City
Council Meeting
Agenda Item: Approval of a Professional Services Agreement between the City of
Milton and The Mercer Group to Provide Executive Search Services
for the Position of Fire Chief
_____________________________________________________________________________________
Department Recommendation: Approval
Executive Summary:
The Mercer Group, led by Alan Reddish, will conduct an executive search for the
position of Fire Chief. The work plan includes:
• Position Analysis
• Recruitment Process
• Resume Review
• Candidate Screening
• Background Check
• Managing and participating in the interview process
• Negotiations
Procurement Summary:
Purchasing method used: Professional Services
Account Number: 100-1540-521200008
Requisition Total: Not to exceed $21,600 ($17,500 and up to $4,100 for related
incidental expenses including advertising and travel)
Financial Review: Bernadette Harvill, September 28, 2020
Legal Review: Sam VanVolkenburgh, Jarrard & Davis, September 18, 2020
Concurrent Review: Steve Krokoff, City Manager
Attachment: Professional Services Agreement
FS 1ABLISLt. DIM,
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of
2020 (the "Effective Date"), by and between the CITY OF MILTON, GEORGIA, a
municipal corporation of the State of Georgia, acting by and through its governing authority,
the Mayor and City Council (hereinafter referred to as the "City"), and The Mercer Group,
Inc., a Georgia Corporation (herein after referred to as the "Consultant'), collectively referred
to herein as the "Parties."
WITNESSETH:
WHEREAS, City desires to retain Consultant to provide certain services in the
completion of a Project (defined below); and
WHEREAS, City finds that specialized knowledge, skills, and training are necessary
to perform the Work (defined below) contemplated under this Agreement; and
WHEREAS, Consultant has represented that it i s qualified by training and experience
to perform the Work; and
WHEREAS, Consultant desires to perform the Work as set forth in this Agreement
under the terms and conditions provided in this Agreement; and
WHEREAS, the public interest will be served by this Agreement; and
WHEREAS, Consultant has familiarized itself with the nature and extent of the
Agreement, the Project, and the Work, and with all local conditions and federal, state and local
laws, ordinances, rules and regulations that may in any manner affect cost, progress or
performance of Work.
NOW, THEREFORE, for and in consideration of the mutual promises, the public
purposes, and the acknowledgements and agreements contained herein, and other good and
adequate consideration, the sufficiency of which is hereby acknowledged, the Parties do
mutually agree as follows:
I. SCOPE OF SERVICES AND TERMINATION DATE
A. Agreement. The Agreement shall consist of this Professional Services Agreement
and each of the Exhibits hereto, which are incorporated herein by reference, including:
Exhibit "A" — Scope of Work
Exhibit "B" — Contractor Affidavit
Exhibit "C" — Subcontractor Affidavit
Exhibit "D" — Key Personnel
B. Proiect Description. The "Project" at issue in this Agreement is generally
described as: An Executive Search for a Fire Chief for the City of Milton, Georgia.
C. The Work. The Work to be completed under this Agreement (the "Work")
includes, but shall not be limited to, the work described in the Scope of Work provided in
Exhibit "A", attached hereto and incorporated herein by reference. Unless otherwise stated
in Exhibit "A", the Work includes all material, labor, insurance, tools, equipment, machinery,
water, heat, utilities, transportation, facilities, services and any other miscellaneous items and
work necessary to complete the Work. Some details necessary for proper execution and
completion of the Work may not be specifically described in the Scope of Work, but they are
a requirement of the Work if they are a usual and customary component of the contemplated
services or are otherwise necessary for proper completion of the Work.
D. Schedule, Completion Date. and Term of Agreement. Consultant understands
that time is of the essence of this Agreement and warrants and represents that it will perform
the Work in a prompt and timely manner. The term of this Agreement ("Term") shall
commence as of the Effective Date and expire upon completion of and payment for the Work
(provided that certain obligations will survive termination/expiration of this Agreement). The
Work shall be completed within 85 days after Consultant receives notice to proceed, as more
specifically detailed in Exhibit "A".
11. WORK CHANGES
A. Change Order Defined. A "Change Order" means a written modification of the
Agreement, signed by representatives of City and Consultant with appropriate authorization.
B. Right to Order Changes. 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 Consultant and
City. Such Change Orders shall specify the changes ordered and any necessary adjustment of
compensation and completion time. Both parties agree that any Change Orders or
Amendments to this Agreement shall be made in writing and executed by both parties. No
proposed Change Order or Amendment which is not in writing and executed by both parties
shall affect the terms of this agreement.
C. Change Order Requirement. 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 City and Consultant.
D. Authority to Execute Change Order. The City Manager has authority to
execute, without further action of the Mayor or 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 Maximum Contract Price, as set forth in Section III(B) below. Any such Change
Orders materially altering the terms of this Agreement, or any Change Order affecting the
price where the Maximum Contract Price (as amended) is in excess of $50,000, must be
approved by resolution of the Mayor and City Council. Amendments shall not result in a
variance in price exceeding ten percent of the original contract amount.
III. COMPENSATION AND METHOD OF PAYMENT
A. Payment Terms. City agrees to pay Consultant for the Work performed and costs
incurred by Consultant upon certification by City that the Work was actually performed and
costs actually incurred in accordance with the Agreement. Compensation for Work performed
and, if applicable, reimbursement for costs incurred shall be paid to Consultant upon City's
receipt and approval of invoices, setting forth in detail the services performed and costs
incurred, along with all supporting documents requested by City to process the invoice. City
shall pay Consultant within thirty (30) days after approval of the invoice by City staff.
The City agrees to compensate Mercer for its services with a base fee of $17,500
(seventeen thousand five hundred dollars). The City shall pay one-third of the base fee
($5,833.33) at the time notice to proceed is given to Mercer; one-third ($5,833.33) when
applications are closed and Mercer provides a recommended list of semi-finalists to the City
to be approved for more intensive review by Mercer; and the final one-third ($5,833.33) when
interview packages of the semi-finalist, recommended by Mercer and approved by the City,
are delivered to the City and interview dates are established by Mercer in coordination with
the City.
The City also agrees to reimburse Mercer for direct expenses incurred such as
advertising, correspondence, third -party background checks, consultant travel/lodging, report
preparation and other reasonable incidentals. Cost for direct expenses will not exceed $4,100
(four thousand one hundred dollars) without a written Change Order issued by the City. Direct
expenses may be invoiced monthly or submitted for payment along with one or more
installments of the base fee. The cost for final candidates to travel to the City for interviews
or other reasons required by the City is not included in this agreement. Those costs will be
paid by the City directly to the candidates on a reimbursement basis.
B. Maximum Contract Price. The total amount paid under this Agreement as
compensation for Work performed and reimbursement for costs incurred shall not, in any case,
exceed $21,600.00 (the "Maximum Contract Price"), except as outlined in Section II(C) above,
and Consultant represents that this amount is sufficient to perform all of the Work set forth in
and contemplated by this Agreement.
IV. COVENANTS OF CONSULTANT
A. Expertise of Consultant,• Licenses, Certification and Permits. Consultant
accepts the relationship of trust and confidence established between it and City, recognizing
that City's intention and purpose in entering into this Agreement is to engage an entity with
the requisite capacity, experience, and professional skill andjudgment to provide the Work in
pursuit of the timely and competent completion of the Work undertaken by Consultant under
this Agreement. Consultant shall employ only persons duly qualified in the appropriate area
of expertise to perform the Work described in this Agreement.
Consultant covenants and declares that it has obtained all diplomas, certificates,
licenses, permits or the like required of Consultant by any and all national, state, regional,
county, or local boards, agencies, commissions, committees or other regulatory bodies in order
to perform the Work contracted for under this Agreement. Further, Consultant agrees that it
will perform all Work in accordance with the standard of care and quality ordinarily expected
of competent professionals and in compliance with all federal, state, and local laws,
regulations, codes, ordinances, or orders applicable to the Project, including, but not limited
to, any applicable records retention requirements and Georgia's Open Records Act (O.C.G. A.
§ 50-18-71, et seq.). Any additional work or costs incurred as a result of error and/or omission
by Consultant as a result of not meeting the applicable standard of care or quality will be
provided by Consultant at no additional cost to City. This provision shall survive termination
of this Agreement.
B. RESERVED.
C. RESERVED.
D. Consultant's Reliance on Submissions by City. Consultant must have timely
information and input from City in order to perform the Work required under this Agreement.
Consultant is entitled to rely upon information provided by City, but Consultant shall provide
immediate written notice to City if Consultant knows or reasonably should know that any
information provided by City is erroneous, inconsistent, or otherwise problematic.
E. Consultant's Representative. Mr. Alan Reddish and Ms. Lisa Ward shall be
authorized to act on Consultant's behalf with respect to the Work as Consultant's designated
representative, provided that this designation shall not relieve either Parry of any written notice
requirements set forth elsewhere in this Agreement.
F. Assignment of Agreement. Consultant covenants and agrees not to assign or
transfer any interest in, or delegate any duties of this Agreement, without the prior express
written consent of City. As to any approved subcontractors, Consultant shall be solely
responsible for reimbursing them, and City shall have no obligation to them.
G. Responsibility of Consultant and Indemnification of City. Consultant
covenants and agrees to take and assume all responsibility for the Work rendered in connection
with this Agreement. Consultant shall defend, indemnify and hold harmless City and City's
elected and appointed officials, officers, boards, commissions, employees, representatives,
consultants, servants, agents, attorneys and volunteers (individually an "Indemnified Party"
and collectively "Indemnified Parties") from and against any and all claims, suits, actions,
judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever,
including but not limited to attorney's fees and costs of defense ("Liabilities"), which may
arise from or be the result of an alleged willful, negligent or tortious act or omission arising
out of the Work, performance of contracted services, or operations by Consultant, any
subcontractor, anyone directly or indirectly employed by Consultant or subcontractor or
anyone for whose acts or omissions Consultant or subcontractor may be liable; provided that
this indemnity obligation shall only apply to the extent Liabilities are caused by or result from
the negligence, recklessness, or intentionally wrongful conduct of the Consultant or other
persons employed or utilized by the Consultant in the performance of this Agreement. This
indemnity 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.
H. Independent Contractor. Consultant 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 City. Nothing in this Agreement shall be
construed to make Consultant or any of its employees, servants, or subcontractors, an
employee, servant or agent of City for any purpose. Consultant agrees to be solely responsible
for its own matters relating to the time and place the Work is performed and the method used
to perform such Work; the instrumentalities, tools, supplies and/or materials necessary to
complete the Work; hiring of consultants, agents or employees to complete the Work; and the
payment of employees, including benefits and compliance with Social Security, withholding
and all other regulations governing such matters. Consultant agrees to be solely responsible
for its own acts and those of its subordinates, employees, and subcontractors during the life of
this Agreement. There shall be no contractual relationship between any subcontractor or
supplier and City by virtue of this Agreement with Consultant. Any provisions of this
Agreement that may appear to give City the right to direct Consultant as to the details of the
services to be performed by Consultant or to exercise a measure of control over such services
will be deemed to mean that Consultant shall follow the directions of City with regard to the
results of such services only. It is further understood that this Agreement is not exclusive, and
City may hire additional entities to perform the Work related to this Agreement.
Inasmuch as City and Consultant 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. Consultant agrees not to represent itself as City's agent for any purpose to any
party or to allow any employee of 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. 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.
L Insurance. Consultant warrants that it carries the following coverages
through the Valley Forge Insurance Brokerage, PA, under policies written by
Philadelphia Indemnity Insurance Company and Hartford Insurance Company, and
will keep those coverages in effect during the term of this agreement: commercial
general liability, limits of $2 million; automobile liability, limits of $2 million;
workers compensation, limits of $1 million; and professional liability, limits of $2
million. Consultant has caused the agency to provide a Certificate of Insurance
Coverage, naming the City as an additional insured.
J. Employment of Unauthorized Aliens Prohibited — E -Verify Affidavit.
Pursuant to O.C.G.A. § 13-10-91, City shall not enter into a contract for the physical
performance of services unless:
(1) Consultant shall provide evidence on City -provided forms, attached
hereto as Exhibits "B" and "C" (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
Consultant's subcontractors have registered with, are authorized to use
and use 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, and that they will continue to use the federal work authorization
program throughout the contract period, or
(2) Consultant provides evidence that it is not required to provide an
affidavit because it is an individual (not a company) licensed pursuant
to Title 26 or Title 43 or by the State Bar of Georgia and is in good
standing.
Consultant hereby verifies that it has, prior to executing this Agreement, executed a
notarized affidavit, the form of which is provided in Exhibit "B", and submitted such affidavit
to City or provided City with evidence that it is an individual not required to provide such an
affidavit because it is licensed and in good standing as noted in sub -subsection (2) above.
Further, Consultant hereby agrees to comply with the requirements of the federal Immigration
Reform and Control Act of 1986 (IRCA), P.L. 99-603, QC.G.A. § 13-10-91 and Georgia
Department of Labor Rule 300-10-1-.02.
In the event Consultant employs or contracts with any subcontractor(s) in connection
with the covered contract, Consultant 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 "C", which subcontractor affidavit shall become part of the
Consultant/subcontractor agreement, or evidence that the subcontractor is not required to
provide such an affidavit because it is an individual licensed and in good standing as noted in
sub -subsection (2) above. If a subcontractor affidavit is obtained, Consultant agrees to provide
a completed copy to City within five (5) business days of receipt from any subcontractor.
Where Consultant 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
Consultant's and Consultant's subcontractors' verification process at any time to determine
that the verification was correct and complete. Consultant and Consultant's subcontractors
shall retain all documents and records of their respective verification process for a period of
five (5) years following completion of the contract. Further, where Consultant 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 Consultant or
Consultant's subcontractors employ unauthorized aliens on City contracts. By entering into a
contract with City, Consultant and Consultant's subcontractors agree to cooperate with any
such investigation by making their records and personnel available upon reasonable notice for
inspection and questioning. Where Consultant or Consultant'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. Consultant's failure to cooperate with the
investigation may be sanctioned by termination of the Agreement, and Consultant shall be
liable for all damages and delays occasioned by City thereby.
Consultant agrees that the employee -number category designated below is applicable
to Consultant. [Information only required if a contractor affidavit is required pursuant to
O.C.G.A. § 13-10-91.1
500 or more employees.
100 or more employees.
X_ Fewer than 100 employees.
Consultant hereby agrees that, in the event Consultant 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, Consultant 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.
K. Records, Reports and Audits.
(1) Records:
(a) Books, records, documents, account legers, data bases, and
similar materials relating to the Work performed for City under
this
Agreement ("Records") shall be established and maintained by
Consultant in accordance with applicable law and requirements
prescribed by City with respect to all matters covered by this
Agreement. Except as otherwise authorized or required, such
Records shall be maintained for at least three (3) years from the
date that final payment is made to Consultant by City under this
Agreement. Furthermore, Records that are the subject of audit
findings shall be retained for three (3) years or until such audit
findings have been resolved, whichever is later.
(b) All costs claimed or anticipated to be incurred in the
performance of this Agreement 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, Consultant shall furnish to
City any and all Records in the form requested by City. All Records
provided electronically must be in a format compatible with City's
computer systems and software.
(3) Audits and Inspections: At any time during normal business hours and
as often as City may deem necessary, Consultant shall make available
to City or City's representative(s) for examination all Records.
Consultant will permit City or City's representative(s) to audit,
examine, and make excerpts or transcripts from such Records.
Consultant shall provide proper facilities for City or City's
representative(s) to access and inspect the Records, or, at the request of
City, shall make the Records available for inspection at City's office.
Further, Consultant shall permit City or City's representative(s) to
observe and inspect any or all of Consultant's facilities and activities
during normal hours of business for the purpose of evaluating
Consultant's compliance with the terms of this Agreement. In such
instances, City or City's representative(s) shall not interfere with or
disrupt such activities.
L. Ethics Code, Conflict of Interest. Consultant 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. Consultant certifies that to the best of its knowledge no
circumstances exist which will cause a conflict of interest in performing the Work. Should
Consultant become aware of any circumstances that may cause a conflict of interest during the
Term of this Agreement, Consultant shall immediately notify City. If City determines that a
conflict of interest exists, City may require that Consultant take action to remedy the conflict
of interest or terminate the Agreement without liability. City shall have the right to recover
any fees paid for services rendered by Consultant when such services were performed while a
conflict of interest existed if Consultant had knowledge of the conflict of interest and did not
notify City within five (5) business days of becoming aware of the existence of the conflict of
interest.
Consultant and City acknowledge that it is prohibited for any person to offer, give, or
agree to give any City employee or official, or for any City employee or official to solicit,
demand, accept, or agree to accept from another person, a gratuity of more than nominal value
or rebate or an offer of employment in connection with any decision, approval, disapproval,
recommendation, or preparation of any part of a program requirement or a purchase request,
influencing the content of any specification or procurement standard, rendering of advice,
investigation, auditing, or in any other advisory capacity in any proceeding or application,
request for ruling, determination, claim or controversy, or other particular matter, pertaining
to any program requirement or a contract or subcontract, or to any solicitation or proposal
therefor. Consultant and City further acknowledge that it is prohibited for any payment,
gratuity, or offer of employment to be made by or on behalf of a sub -consultant under a
contract to the prime Consultant or higher tier subconsultant, or any person associated
therewith, as an inducement for the award of a subcontract or order.
M. Confidentiality. Consultant acknowledges that it may receive confidential
information of 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. Consultant agrees that confidential information it
learns or receives or such reports, information, opinions or conclusions that Consultant 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 City. Consultant
shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City
information whether specifically deemed confidential or not.
Consultant acknowledges that City's disclosure of documentation is governed by
Georgia's Open Records Act, and Consultant further acknowledges that if Consultant submits
records containing trade secret information, and if Consultant wishes to keep such records
confidential, Consultant 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.
N. Key Personnel. All of the individuals identified in Exhibit "D", attached hereto,
are necessary for the successful completion of the Work due to their unique expertise and depth
and breadth of experience. There shall be no change in Consultant's Project Manager or
members of the Project team, as listed in Exhibit "D", without written approval of City.
Consultant recognizes that the composition of this team was instrumental in City's decision to
award the Work to Consultant and that compelling reasons for substituting these individuals
must be demonstrated for 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
paragraph shall constitute a material breach of Consultant's obligations under this Agreement
and shall be grounds for termination.
O. RESERVED.
P. Authority to Contract. The individual executing this Agreement on behalf of
Consultant covenants and declares that it has obtained all necessary approvals of Consultant's
board of directors, stockholders, general partners, limited partners or similar authorities to
simultaneously execute and bind Consultant to the terms of this Agreement, if applicable.
Q. Ownership of Work All reports, designs, drawings, plans, specifications,
schedules, work product and other materials, including, but not limited to, those in electronic
form, prepared or in the process of being prepared for the Work to be performed by Consultant
("Materials") shall be the property of City, and City shall be entitled to full access and copies
of all Materials in the form prescribed by City. Any Materials remaining in the hands of
Consultant or subcontractor upon completion or termination of the Work shall be delivered
immediately to City whether or not the Project or Work is commenced or completed, provided,
however, that Consultant may retain a copy of any deliverables for its records. Consultant
assumes all risk of loss, damage or destruction of or to Materials If any Materials are lost,
damaged or destroyed before final delivery to City, Consultant shall replace them at its own
expense. Any and all copyrightable subject matter in all Materials is hereby assigned to City,
and Consultant agrees to execute any additional documents that may be necessary to evidence
such assignment.
R. Nondiscrimination. In accordance with Title VI of the Civil Rights Act of 1964,
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, 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 paragraph in every subcontract for services contemplated under this
Agreement.
V. COVENANTS OF CITY
A. Right of Entry. City shall provide for right of entry for Consultant and all
necessary equipment as required for Consultant to complete the Work, provided that
Consultant shall not unreasonably encumber the Project site(s) with materials or equipment.
B. City's Representative. Mr. Steven Krokoff, City Manager, shall be authorized
to act on City's behalf with respect to the Work as City's designated representative on this
Project, provided that any changes to the Work or the terms of this Agreement must be
approved as provided in Section II above.
VI. TERMINATION
Both parties shall have the right at either party's convenience to terminate this Agreement
following ten (10) days written notice to the affected party. Should either party terminate this
agreement, the City shall only be obligated to pay Mercer for those services rendered as of the
date of termination, and then only if Mercer provides the City with all work in progress as of
the date of its termination. If a party terminates this Agreement for convenience, Mercer shall
be entitled to total compensation as follows, and shall refund any prepayments in excess of
entitled compensation.
• Termination after preparation of draft position profile/recruitment brochure.
$2,000 plus costs incurred.
• Termination after completion of recruitment activity and resume review: $8,000
plus costs incurred
• Termination after completion of candidate screening: $11,666.66 plus costs
incurred
• Termination after completion of background checks: $15,000 plus costs incurred
• Termination after completion of interview process: $16,000 plus costs incurred.
• Termination after completion of contract negotiations: $17,500 plus costs
incurred.
VII. MISCELLANEOUS
A. Entire Agreement. This Agreement, including any exhibits hereto, 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 Change Order (as provided in Section II above) or
other document signed by representatives of both Parties with appropriate authorization.
B. Successors and Assi¢ns. 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.
C. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia without regard to choose of law principles.
If any action at law or in equity is brought to enforce or interpret the provisions 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, or the U.S. District Court for the Northern District of Georgia — Atlanta
Division, and Consultant submits to the jurisdiction and venue of such court.
D. Captions and Severability. All headings herein 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, or in any way affect this Agreement. Should any article(s) or
section(s) of this Agreement, or any part thereof, later be deemed illegal, invalid or
unenforceable by a court of competent jurisdiction, the offending portion of the Agreement
should be severed, and the remainder of this Agreement shall remain in full force and effect to
the extent possible 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 that may for any
reason be hereafter declared in valid.
E.
F. Notices.
(1) Communications Relating to Day -to -Day Activities.
All communications relating to the day-to-day activities of the Work
shall be exchanged between City's Representative (named above) for
City and Consultant's Representative (named above) for Consultant.
(2) Official Notices. All other notices, requests, demands, 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 Party at the address given below, or at a substitute address previously
furnished to the other Party by written notice in accordance herewith.
NOTICE TO CITY shall be sent to:
Procurement Manager
City of Milton, Georgia
2006 Heritage Walk
Milton, Georgia 30004
NOTICE TO CONSULTANT shall be sent to:
Mr. Alan Reddish, Senior Vice President
The Mercer Group, Inc.
107 Indigo Lane
Athens, GA 30606
G. Waiver of Agreement. No failure by City to enforce any right or power granted
under this Agreement, or to insist upon strict compliance by Consultant with this Agreement,
and no custom or practice of City at variance with the terms and conditions of this Agreement
shall constitute a general waiver of any future breach or default or affect City's right to demand
exact and strict compliance by Consultant with the terms and conditions of this Agreement.
Further, no express waiver shall affect any Term or condition other than the one specified in
such waiver, and that one only for the time and manner specifically stated.
H. Survival. All sections of this Agreement which by their nature should survive
termination will survive termination, including, without limitation, confidentiality obligations
and insurance maintenance requirements.
I. 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.
J. Sovereign Immunity: Ratification. Nothing contained in this Agreement shall
be construed to be a waiver of City's sovereign immunity or any individual's qualified, good
faith or official immunities. Ratification of this Agreement by a majority of the Mayor and
City Council shall authorize the Mayor to execute this Agreement on behalf of City.
K. No Personal Liability. Nothing herein shall be construed as creating any
individual or personal liability on the part of any of City's elected or appointed officials,
officers, boards, commissions, employees, representatives, consultants, servants, agents,
attorneys or volunteers. No such individual shall be personally liable to Consultant or any
successor in interest in the event of any default or breach by City or for any amount which
may become due to 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 contractual
liability, except where Consultant is a sole proprietor. The Parties agree that, except where
Consultant is a sole proprietor, their sole and exclusive remedy, claim, demand or suit for
contractual liability shall be directed and/or asserted only against Consultant or City,
respectively, and not against any elected or appointed official, officers, boards, commissions,
employees, representatives, consultants, servants, agents, attorneys and volunteers.
L. Counterparts: Agreement Construction and Interpretation. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same instrument.
Consultant represents that it has reviewed and become familiar with this Agreement and has
notified City of any discrepancies, conflicts or errors herein. In the event of a conflict in the
terms of this Agreement and/or the exhibits attached hereto, the terms most beneficial to City
shall govern. The
Parties hereto agree that, if an ambiguity or question of intent or interpretation arises, this
Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being
construed against a Party because it was responsible for drafting one or more provisions of the
Agreement. In the interest of brevity, the Agreement may omit modifying words such as "all"
and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent
from one statement and appears in another is not intended to affect the interpretation of either
statement. Words or terms used as nouns in the Agreement shall be inclusive of their singular
and plural forms, unless the context of their usage clearly requires contrary meaning.
M. Force Majeure. Neither City nor Consultant shall be liable for its respective
nonnegligent 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 its respective duties or obligations
under this Agreement or for any delay in such performance due to: (i) any cause beyond its
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 CONSULTANT; (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.
N. Material Condition. Each term of this Agreement is material, and Consultant's
breach of any term of this Agreement shall be considered a material breach of the entire
Agreement and shall be grounds for termination or exercise of any other remedies available to
City at law or in equity.
IN WITNESS WHEREOF City and Consultant have executed this Agreement,
effective as of the Effective Date first above written.
[SIGNATURES ON FOLLOWING PAGE]
CONSULTANT: The Mercer Group, Inc.
Signature: 1+/, j-'-- — LXX
Print Name: /,i 1414yu e -d df, -c 4 —
Attest/Witness:
SignaturA A d 1 ft
c�
Print Name: �)f `Cyy1 A
CITY OF MILTON, GEORGIA
By: Steven Krokoff, City Manager
Attest:
Sudie Gordon, City Clerk
Approved as to form:
City Attorney
Title: Senior Vice President
RATIFIED BY COUNCIL:
By: Joe Lockwood, Mayor
[CITY SEAL]
EXHIBIT "A"
Scope of Services—City of Milton Fire Chief Search
Project Team
The following Mercer team members will be responsible for assisting the City with its search for a
Fire Chief and will be assigned to this project for the duration of the search.
W. Alan Reddish. Senior rice President
Mr. Reddish specializes in Executive Search for the Mercer Group and will serve as the Project
Manager and primary contact for this search. He focuses his work on the State of Georgia
having completed dozens of Georgia local government executive searches over the past three
years.
Mr. Reddish has over 35 years of experience as a local government manager serving as Manager
in three Georgia communities, most recently retiring as Manager of the Unified Government of
Athens -Clarke County after 15 years of service. In that capacity Mr. Reddish was responsible
for an operating budget exceeding $190 million, 1700 employees, and three capital programs
totaling over $500 million. During his tenure as Manager, Mr. Reddish conducted many
national searches to recruit and hire a professional team of department directors to ensure
efficient delivery of services to the Athens -Clarke County community of 123,000, which is
home to the University of Georgia.
Mr. Reddish's professional career also includes three years of service as the Associate Director
of the Carl Vinson Institute of Government at the University of Georgia. In that role he was
responsible for the management of faculty and support staff that delivered 500 training and
professional development programs annually to local and state government officials throughout
Georgia.
Mr. Reddish holds a bachelor's degree in Political Science from the University of Georgia and
a master's degree in Public Administration from Troy State University. He received the first
Pillar of the Profession Award from the Georgia City/County Management Association which
annually recognizes a person that has demonstrated a sustained commitment to personal and
professional development along with mentoring, coaching, and counseling peers and other local
government officials.
Lisa Ward, Senior Vice President
Lisa Ward will serve as the Senior Consultant for this project. She has 30 years of combined
government and human resources experience. Ms. Ward worked for many years at the Director
level in various functions of local government related to Human Resources. Prior to becoming
a member of the Mercer team, Ms. Ward was responsible for developing, implementing, and
administering programs and policies for the nation's second largest Electric Membership
Corporation (EMC). Ms. Ward handled all employee benefits administration, recruiting and
retention strategies, as well as employee performance management, training, and development.
She has been responsible for self-funded insurance programs including, health, dental, short-
term disability, general liability and worker's compensation, managing millions of dollars
annually.
Ms. Ward retired June 1, 2008, as an officer from United States Air Force with 23 years of active
and reserve military service. During her military career she served in three branches of the armed
forces: Navy, Army and Air Force which provided her an in-depth understanding of the
importance of diversity, confidentiality, and leadership development.
Ms. Ward has a master's degree in Public Administration (MPA) from the University of North
Florida in Jacksonville, Florida and a bachelor's degree in Psychology from the University of
Nebraska. In July 2016, Lisa attended the Senior Executive Institute (SEI) at the University of
Virginia focusing on high performing organizations. She is a Human Resources professional and
holds her PHR and SHRM-CP certifications. Ms. Ward served as the President of the Athens -
Area Society for Human Resources Management (AASHRM) from 2016-2018 and recently
served on the ICMA Veteran's Task Force.
Work Plan
Mercer's work plan will be interactive with the City of Milton throughout the entire search
process. We will conduct the Fire Chief search by implementing the steps described below:
Position Analysis: Mercer will conduct individual interviews with the City Manager and other
staff/stakeholders identified by the City Manager to determine the City's goals, future plans,
and local i ssues/challenges related to fire services. Information gathered from all these sources
will be used to assist Mercer in understanding the City's expectations of the Fire Chief related
to leadership style, interpersonal skills, minimum training, and work experience. Using
information from the interviews and review of the job description adopted by the City, Mercer
will prepare a draft position profile in the form of a recruitment brochure designed to attract
highly qualified applicants. The profile will include information about the City, the
community, major issues to be addressed, position specifications, required candidate
qualifications and the application process. The final profile will be approved by the City
Manager in order to arrive at a general agreement regarding the specifications for the position.
The completed brochure will be used primarily in an electronic format attached to all
announcements concerning the Fire Chief search.
Recruitment Process: Mercer will conduct a recruitment process designed to attract quality
candidates on a national, regional and statewide bases. Mercer will work with the City to
determine advertising options most likely to produce quality applicants for the position. These
ads will be primarily electronic postings on state and national websites related to professional
journals, job boards, newsletters, and other websites typically viewed by fire service
professionals seeking career opportunities. Mercer also will rely heavily on our contacts with
persons currently working in fire services to help identify potential candidates who may meet
the City's requirements. We will give special attention to persons we have developed
relationships with during recent fire chief searches. Mercer will make direct contact with fire
service professionals currently in the Mercer Group database. This database includes potential
candidates, primarily in the southeast, who are currently serving in fire service leadership roles
as well as local government managers who have direct knowledge of fire service professionals
who may be excellent candidates for Milton. The formal recruitment process will be not less
than 30 days to ensure a sufficient number of qualified candidates are aware of the opportunity
and have adequate time to apply.
Resume Review: All resumes/applications will be received directly by Mercer. We will
review and analyze each applicant's background and experience against the approved position
profile criteria. Applicants not meeting the minimum requirements will be placed in "hold"
status and will not continue to be actively considered. We will acknowledge all resumes
received and keep candidates informed of their status as the process evolves.
Candidate Screening: An initial screening of the most promising candidates will be
conducted by Mercer through telephone interviews and preliminary reference checks to assess
educational background, technical knowledge, experience level, management style, and
personality traits. Once the initial screening is complete, we will select 6-8 candidates that
appear to be the most qualified and most closely match the position profile criteria. A summary
of those candidates' resumes and background information, gathered by Mercer to date, will be
shared with the City Manager to determine if the candidates meet his expectations and
therefore should be evaluated further by Mercer. The City Manager will be asked to select 4-
6 semi-finalists for extensive background checks and interviews by the City assuming they
successfully complete the Mercer background checks.
Back round Checks: Mercer will conduct a more intensive background check of the semi-
finalists identified as qualified by the City Manager to verify the accuracy of information
related to academic credentials, past employment, financial stability, and criminal history.
Additional references will be contacted to better assess each candidate's work experiences and
a social media/internet review will be conducted to ensure no candidate background
"surprises" surface at a later date. The results of the background checks, reference checks, and
social media search along with all resume and other application materials gather by Mercer
will be shared with the City in report format prior to interviews so the City can prepare for
interviewing the recommended candidates.
Interview Process: Working with the City, Mercer will arrange interview times with the final
4-6 recommended candidates who successfully complete the background checks noted above.
We will provide recommended questions to be used during the interview process to produce
consistency of information received from each candidate and to ensure appropriateness of
questions asked. Mercer will participate in the interview process at any level desired by the
City. We have experience in using interview panels for assessing candidate qualifications and
will assist the City in structuring and implementing this type interview process if desired by
the City. At the conclusion of interviews, we will provide our observations and insights about
each candidate. If requested by the City, psychological testing and position assessment center
reviews can be arranged by Mercer at an additional cost. Mercer will notify all unsuccessful
candidates who were interviewed by the City or will provide a draft letter the City may wish
to use to officially notify candidates not selected.
Negotiations and Follow Up: Mercer will assist, if requested by the City, in the negotiations
of an employment agreement to include salary, benefits, and other conditions of employment
with the candidate chosen by the City. Final approval of all aspects of the terms of employment
rests with the City. An employment agreement draft will be provided to the City Attorney for
review if requested. In the event an employment agreement cannot be negotiated with the
selected candidate, we will work with the City to select an alternate candidate. Once the new
Fire Chief has been in the position for approximately 30 days, we will be available if requested
to meet with the City Manager and the Fire Chief to establish mutual performance expectations
for the position. We will follow up periodically with the City Manager and the new Fire Chief
during the first year to offer assistance if those expectations need to be clarified or modified.
Search Process Commitments
We will properly handle all media inquiries. Unless otherwise directed, it is our standard
practice to advise all media that we are working on behalf of the City and that any public
statements should come directly from the City. We will maintain confidentiality of candidate
information, and recommend that the City do the same, to the degree possible under Georgia
law. Mercer will suggest actions and timelines for actions by the City that we believe will
ensure that the City always remains in compliance with the Georgia Open Meetings/Records
Act; however, all final decisions of compliance rest with the City as advised by the City
Attorney.
Mercer will provide the City with periodic status reports concerning progress of the search.
We will send to the City regular e-mail updates that will include the status of the recruitment
efforts, steps being taken to meet the stated timeline, and an itemization of expenses incurred
to date. We will coordinate all our needed support from the City through the Human Resources
Director, unless otherwise directed, for such items as arranging interviews, providing public
documents such as budgets, gathering information for the recruitment brochure and processing
Mercer Group invoices for payment of services.
Mercer Guarantees
The Mercer Group will not recruit candidates for other Mercer Group searches from the City's
workforce for a period of two years after completion of the current search without the full
agreement of the City. We will never recruit a candidate whom we placed in Milton as long
as he/she is employed by the City without the full agreement of the City. if the candidate we
place with the City leaves for any reason (including termination) during the 18 -month period
following the date of placement, we will conduct another candidate search and charge the City
for only the out-of-pocket expenses required to make the new placement.
Search Project Timeline
Mercer will focus its resources and efforts with a goal of having a new Fire Chief selected
within 85 days after receiving notice to proceed. Below is a breakdown of the Work Plan items
noted above and associated projected days needed to complete the critical elements of the
search. Upon receipt of Notice to Proceed from the City, Mercer will develop a project
calendar of events that will identify specific dates to complete the search within the 85 -day
schedule. The work calendar will remain flexible throughout the search process to meet the
needs of the City and if possible, to reduce the number of days needed to complete the process.
Upon approval of this proposal Mercer is prepared to negotiate a specific start date that will
allow the search to begin as soon as possible.
1. Interview Manager/stakeholders & Position Analysis: 7 days
2. Recruitment Process: 40 days
3. Resume Review & Candidate Screening: 12 days
4. Candidate Background Checks: 21 days
5. Interview Process: 2 days
6. Negotiate Conditional Employment Agreement: 3 days
Total 85 days
STATE OF 6 Q-.
COUNTY OF Clark
EXHIBIT "B"
CONTRACTOR AFFIDAVIT
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, Georgia 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:
6T1161-3
Federal Work Authorization User Identification
Number
7/3//2
Date of Authorization
The Mercer Group, Inc.
Name of Contractor
Executive Search — Fire Chief Search
Name of Project
City of Milton, Georgia
Name of Public Employer
I hereby declare under penalty of perjury that the
foregoing is true and correct.
Executed on -St3 l 5 2020 in
(city), (state).
Signature of Authorized Officer or Agent
0. Alas, Redd ,s . Sr. 1 'Ce Tresi'Oe'+h
Printed Name and Title of Authorized Officer or
Agent
SUBSCRIBED AND SWORN BEFORE ME
ON THIS THE I�j DAY OF
QrYli'X'V , 2020 .
1, 0 . _ •w
NOTARY
STATE OF _
COUNTY OF
EXHIBIT "C"
SUBCONTRACTOR AFFIDAVIT
By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A, § 13-
1091, stating affirmatively that the individual, firm or corporation which is engaged in the physical
performance of services under a contract with The Mercer Group, Inc. (name of contractor) on behalf of
the City of Milton, Georgia 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 infonnation 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:
s8 X10/ 3
Federal Work Authorization User Identification
Number
71311.,2-
Date
1311.,2
Date of Authorization
The Mercer Group, Inc.
Name of Contractor
Executive Search — Fire Chief Search
Name of Project
City of Milton. Georgia
Name of Public Employer
I hereby declare under penalty of perjury that the
foregoing is true and correct.
Executed on SeDe 45, 20.Z6 in
/}Fhen (city), _-- (state).
4). Co QJJ
Signature of Authorized Officer or Agent
Lti. li,lRnl Ec%lis Sr. U/C Pres,cPeji
Printed Name and Title of Authorized Officer or
Agent
SUBSCRIBED AND SWORN BEFORE ME
Q,N , THIS THE_ DAY OF
My
8 0
couN
EXHIBIT "D"
The following individuals are designated as Key Personnel under this Agreement and, as
such, are necessary for the successful prosecution of the Work:
Alan Reddish I Sr. Vice President and Project Manager
Lisa Ward
Senior Vice President
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 30, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of a Service Agreement between the City of Milton
and ClearGov for ClearGov Insights, Budgets and Digital
Budget Book
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
October 5, 2020
X
X
X
X
To: Honorable Mayor and City Council Members
From: Bernadette Harvill, Finance Director
Date: Submitted on September 28, 2020 for the October 5, 2020 Regular
City Council Meeting
Agenda Item: Approval of a Service Agreement between the City of Milton and
ClearGov for ClearGov Insights, Budgets and Digital Budget Book
_____________________________________________________________________________________
Project Description:
Milton’s current contract for transparency reporting will end on September 30, 2020.
Staff researched companies with similar offerings to the current provider and compared
web-based platform modules and pricing. The company that can provide all the
requested options at the most economical price point is ClearGov. The attached
service agreement will provide the City access to the following tools with ClearGov:
• ClearGov Insights - a transparency portal that will provide the public with up-to-
date financial information, demographics, department metrics, capital project
data including project budgets, timelines, details and updates
• ClearGov Budgets – a budget portal that will provide improved
interdepartmental communication and collaboration throughout the budget
process with the ability to upload supporting documentation, lock fields, and
track progress through an internal dashboard, a web-based platform that will
eliminate potential spreadsheet formula and data migration errors and allow for
forecasting options and the build out of multiple budget scenarios
• ClearGov Digital Budget Book – this module will provide an all-digital/interactive
budget book that is GFOA compliant; interested parties will be able to drill down
into specific topics and print detailed information on selected areas of interest
and the book will be mobile friendly and ADA optimized
Procurement Summary:
Purchasing method used: 3 Written Quotes ($5,000-$49,999)
Account Number: 100-1510-521200000 - $1,800 (one-time set-up fee)
100-1510-523850102 - $19,450 (annual subscription fee)
Requisition Total: $21,250
Other quotes or bids submitted (vendor/$)
Vendor/Firm Quote/Bid
ClearGov transparency only/all features $6,250/$19,450
OpenGov transparency only/all features $13,405/$29,713
Tyler Technologies Not able to provide all requested services
Financial Review: Honor Motes, September 29, 2020
Legal Review: Sam VanVolkenburgh – Jarrard & Davis, September 22, 2020
Concurrent Review: Steven Krokoff, City Manager
Attachment(s): ClearGov Service Agreement and Milton’s Agreement Supplement
Customer City of Milton Contact Mayor Joe Lockwood Billing Contact
Address 2006 Heritage Walk Title Mayor Title
City, St, Zip Milton, GA 30004 Email joe.lockwood@cityofmiltonga.us Email
Phone 678-242-2484 PO # (If any)
&gGay WW UM • - your a • • to Ws schedule.-
Period Start Date End Date Description
Setup Nov 2, 2020 Nov 2, 2020 ClearGov Setup Services
Initial Nov 2, 2020 Nov 1, 2022 ClearGov Subscription Services
The Services you WM receive and the Fees for those Services are...
Created by Gabby Yetten
The Service Fees and Billing amounts set forth above in this ClearGov Service Order DO NOT include applicable taxes. In accordance
Order Date
Oct 5, 2020
Service Fees
Contact Phone (508) 365-2080
Tier 2
Order valid N signal by
Oct 16, 2020
Tier 2
Contact Email gyetten@cleargov.com
Total ClearGov Setup Service Fee - Billed ONE-TIME
$1,800.00
Subscription Services
Customer City of Milton Contact Mayor Joe Lockwood Billing Contact
Address 2006 Heritage Walk Title Mayor Title
City, St, Zip Milton, GA 30004 Email joe.lockwood@cityofmiltonga.us Email
Phone 678-242-2484 PO # (If any)
&gGay WW UM • - your a • • to Ws schedule.-
Period Start Date End Date Description
Setup Nov 2, 2020 Nov 2, 2020 ClearGov Setup Services
Initial Nov 2, 2020 Nov 1, 2022 ClearGov Subscription Services
The Services you WM receive and the Fees for those Services are...
The Service Fees and Billing amounts set forth above in this ClearGov Service Order DO NOT include applicable taxes. In accordance
Set up Services
Tier/Rate
Service Fees
ClearGov Setup: Includes activation and onboarding for ClearGov Insights, Budgets and Digital Budget Book.
Tier 2
$5,400.00
Onboarding Discount: Bundle discount
Tier 2
Customer Deliverables
Total ClearGov Setup Service Fee - Billed ONE-TIME
$1,800.00
Subscription Services
Tier
Service Fees
ClearGov Budgets Suite - Civic Edition: Includes Budgeting, Forecasting, Benchmarking Modules
Tier 2
$11,500.00
ClearGov Digital Budget Book Suite - Civic Edition: Includes Budget Book, Capital Request Modules
Tier 2
$7,000.00
ClearGov Insights Suite - Civic Edition: Includes Transparency, Projects, Dashboards Modules
Tier 2
$6,250.00
Bundle Discount: 40% off ClearGov Insights and Digital Budget Book
Tier 2
Total Cll arGov Subscription Service Fee - Billed ANNUALLY IN ADVANCE
$19,450.00
Billing Terms and Conditions
Valid Until Oct 16, 2020 Pricing set forth herein is valid only if ClearGov Service Order is executed on or before this date.
Payment Net 30 All invoices are due Net 30 days from the date of invoice.
Rate Increase 3% per annum After the Initial Service Period, the Annual Subscription Service Fee shall automatically increase by this amount.
Conditions
The Service Fees and Billing amounts set forth above in this ClearGov Service Order DO NOT include applicable taxes. In accordance
Taxes
with the lays of the appixable state, in the event that sales, use or other taxes apply to this transaction, ClearGov shah include such
taxes on applicable invoices and Customer is solely responsible for such taxes, unless documentation is provided to ClearGov
demonstrating Customer's exemption from such taxes.
Customer shall provide all deliverables and respond to all approval requests within three (3) business days of such requests. Any delay
Customer Deliverables
by Customer in meeting these deliverable requirements may result in a delayed launch of the applicable Servcie(s), but such delay shall
not affect or change the Service Periods as set forth in this Service order_
Customer Satisfaction
During the first thirty (30) days of the Service, Customer shall have the option to terminate the Service, by providing written notice. In
Guarantee
the event that Customer exercises this customer satisfaction guarantee option, such termination shall become effective immediately
and Customer shall be eligible for a full refund of the applicable Service Fees.
Signature
Name Mayor Joe Lockwood
Title Mayor
Please e-mail signed Service Order to Orders@fClearGov com or Fax to (774) 759-3045 1
Subject to the termination rights and obligations set forth in the ClearGov Service Agreement, this ClearGov Service Order commences
Term & Termination
upon the Order Date set forth herein and shall continue until the completion of the Service Period(*) for the Service(*) set forth herein.
Each Service shall commence upon the Start Date set forth herein and shall continue until the completion of the applicable Service
Period.
After the Initial Period, the Service Period for any ClearGov Annual Subscription Services shall automatically renew for successive
Auto -Renewal
annual periods (each an 'Anmud Terml, unless either Party provides written notice of its desire not to renew at least sixty (60) days
prior to the end of the then current Annual Term.
This ClearGov Service Cyder shall become binding upon execution by both Parties. The signature below affirms your commitment to
Agreement
pay for the Service(s) ordered in accordance with the terms set forth in this aearGov Service order and also acknowledges that you
have read and agree to the terms and conditions set forth in the attached ClearGov Service Agreenxent_ This Service Order incorporates
by reference the terms of such ClearGov Service Agreement.
Signature
Name Mayor Joe Lockwood
Title Mayor
Please e-mail signed Service Order to Orders@fClearGov com or Fax to (774) 759-3045 1
Al CLEAR
This ClearGov Service Agreement (the "Agreement's is made and
entered into by and between ClearGov, Inc. ("ClearGov's, a Delaware
corporation with its principal offices at 2 Mill & Main; Suite 630,
Maynard, MA 01754 and Customer (as defined in the applicable
ClearGov Service Order) (each a "Party'and collectively the
Parties'). This Agreement governs the terms and conditions under
which Customer may utilize the ClearGov Service as set forth herein and
as specified in one or more applicable ClearGov Service Order(s)
executed by Customer in connection herewith and incorporated herein
(the "ClearGov Service Orderfs)").
WHEREAS, ClearGov owns and operates the ClearGov Service, a Web -
based SaaS solution that conveys public entity finances and key metrics
in an easy -to -understand, infographic-style format and provides
additional features and functionality via various online applications; and
WHEREAS, Customer wishes to utilize the ClearGov Service in order to
convey financial data, key metrics and other information to the public as
well as to leverage the functionality of such applications;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, ClearGov and Customer
hereby agree as follows:
1) Definitions. Capitalized terms used in this Agreement, and not
otherwise defined herein, shall have the following meanings:
1.1) "Account" means a registered user access point for the
ClearGov Service.
1.2) "ClearGovAPl"'means an application programming
interface that provides access to the ClearGov Widgets.
1.3) "ClearGovApps'means all Web applications available via
the ClearGov Service that utilize ClearGov Data to provide
analytics, benchmarking, budget building, charting, capital
planning and other functionality. ClearGov may modify,
combine, add or delete ClearGov Apps from the ClearGov
Service from time to time at its sole discretion.
1.4) "ClearGov Budget Book means the proprietary ClearGov
infographic digital budget book utilized as a template for the
Customer Budget Book, including but not limited to the
design, look and feel, functionality, etc. of such template.
1.5) "ClearGovData'means any aggregated and normalized key
metrics and benchmarking data collected by ClearGov for the
creation of profiles and/or the provision of the ClearGov
Service.
1.6) "ClearGov Profile -means the proprietary ClearGov
infographic profile utilized as a template for the Customer
Profile, including but not limited to the design, look and feel,
functionality, etc. of such template.
1.7) "ClearGov Service -means the complete set ClearGov
software and related materials including but not limited to the
ClearGov API, ClearGov Apps, ClearGov Data, ClearGov
Profile, ClearGov Budget Book, ClearGov Web Site, ClearGov
Widget, the Documentation, the Reports and the Software.
1.8) "ClearGov Web Site'means the Web site owned and
operated by ClearGov and made available at the following
URL: http://www.ClearGov.com and/or any successor site(s).
1.9) "ClearGov Widget'means a graphical element that displays
ClearGov Data and may be accessed via the ClearGov API.
1.10) Customer Budget Book" means a customized version of
the ClearGov Budget Book that incorporates public financial
data and other metrics and content that are specifically
relevant to Customer.
1.11) "Customer Data'means any data provided to ClearGov by
or on behalf of Customer pursuant to this Agreement.
Customer Data specifically excludes ClearGov Data as well as
any anonymized, customized, modified or derivative works
related to the Customer Data.
2) Service Usage & licenses.
2.1) Account Password and Security. Customer shall protect its
passwords and take full responsibility for Customer's own as
well as any third -party use of the Customer Account(s).
Customer is solely responsible for any and all activities that
occur under such Customer Account(s), except for any
activities performed by ClearGov as set forth herein. Customer
agrees to notify ClearGov immediately upon learning of any
unauthorized use of a Customer Account or any other breach
of security. From time to time, ClearGov's support staff may
log in to the ClearGov Service under Customer password in
order to maintain or improve service, including providing
Customer assistance with technical or billing issues. Customer
hereby acknowledges and consents to such access.
2.2) ClearGov License. Subject to the terms and conditions of this
Agreement and as specifically set forth in the applicable
ClearGov Service Order(s), ClearGov grants Customer a
limited, revocable, non-exclusive, non -transferable, non -
distributable, worldwide license to utilize the ClearGov Service
for the following functionality:
a) Profile Delivery. Customer may integrate and publish the
Customer Profile wr7flin one or more Customer Sites.
b) ARp§ Access. Customer may access the ClearGov Apps via
Customers Account to utilize the functionality provided
within such ClearGov Apps as well as to create and review
Reports.
c) API Access. Customer may access ClearGov Widgets via
the ClearGov API and may distribute such ClearGov
Widgets via one or more Customer Sites.
3) Term and Termination.
3.1) Term. This Agreement shall commence upon the Order Date
set forth on the first ClearGov Service Order executed
between the Parties and shall continue in full force and effect
until the termination or expiration of all applicable ClearGov
Service Order(s) (the "Term 1.
3.2) Termination. This Agreement and/or any applicable ClearGov
Service Order may be terminated as follows:
a) Either Party may terminate this Agreement if the other
Party fails to cure a material breach of the Agreement
within fifteen (15) days after receipt of written notice
thereof.
b) Either Party may terminate this Agreement if the other
Party is involved in insolvency proceedings, receivership,
bankruptcy, or assignment for the benefit of creditors.
3.3) Obligations. Upon expiration or termination of this
Agreement:
a) Each Party shall promptly return to the other all of the
Confidential Information of the other Party in its
possession or control;
b) Customer shall cease use of the ClearGov Service and
shall remove all links from the Customer Site(s) to the
Customer Profile and/or ClearGov Widgets. ClearGov may
remove all Customer Data from the ClearGov Service.
c) Any outstanding fees shall become immediately due and
payable, and termination of this Agreement shall not
relieve Customer from its obligation to pay to ClearGov
any such fees;
3.4) Survival. Sections 3.3. 3.4 and 4 through 8 inclusive shall
survive any termination or expiration of this Agreement.
4) Fees and Billing.
4.1) Fees. Customer shall pay the Fees in accordance with the
ClearGov, Inc. Service Agreement ver. 12.30. 19 Page 1 of 4
terms set forth in the applicable ClearGov Service Order.
4.2) Interest and Collections. Customer will be charged $50 for
payments by checks that are returned due to insufficient
funds. Any late payments will accrue interest equal to one
and one-half percent (1.5%) per month, or the maximum
amount allowable under law, whichever is less, compounded
monthly. ClearGov shall be entitled to recover all reasonable
costs of collection (including agency fees, attorneys' fees, in-
house counsel costs, expenses and costs) incurred in
attempting to collect payment from Customer.
4.3) Taxes. Customer is solely responsible for all sales, use and
other taxes and similar charges based on or arising from this
Agreement or any ClearGov Service Order.
5) Intellectual Property.
5.1) General. Both Parties may only use the other Party's
intellectual property as expressly set forth herein. Nothing in
this Agreement shall be construed in any manner to affect or
modify either Party's ownership rights in any preexisting or
future works, trademarks, copyrights or technologies
developed or created by either Party, including without
limitation, their respective proprietary software used in
connection with the development and provision of their
respective Web sites, databases, systems, products and/or
services. Unless specifically agreed by the Parties in writing,
all intellectual property, including without limitation
information that could become the subject of a patent,
copyright or trade secret, developed by a Party in the context
of performing its obligations under this Agreement shall be
exclusively owned by that Party and the other Party shall
cooperate with any reasonable requests to execute
documents confirming such ownership.
5.2) Data Ownership; license and Sensitive Data.
a) Customer represents and warrants that it has obtained all
data subjects' consent or otherwise has the full legal right
necessary to provide the Customer Data to ClearGov for
ClearGov's use as contemplated by this Agreement.
Customer acknowledges that ClearGov shall have no legal
liability for its use and display of the Customer Data as
contemplated by this Agreement.
b) Customer represents and warrants that the Customer
Data provided by Customer to ClearGov shall NOT include
data that may reasonably be deemed sensitive and/or
personal in nature ("Sensitive Data), including but not
limited to personal wage garnishments, individual
healthcare -related expenses, etc. In the event that
Customer Data includes such Sensitive Data, Customer
shall assume full responsibility for the disclosure of such
Sensitive Data and shall hold harmless and defend
ClearGov against any cost, loss or expense resulting from
any claims by third parties for loss, damage or injury
arising out of or relating to the disclosure of such
Sensitive Data. ClearGov is under no obligation to review
and/or verify that all Sensitive Data has been excluded
from the Customer Data.
c) Customer Data shall remain the property of Customer,
and Customer hereby grants ClearGov a limited,
perpetual, irrevocable and royalty -free right to (1) use,
copy, modify, and display of the Customer Data for the
purpose of providing the ClearGov Service; and (2) use,
copy, display, distribute, publish, modify and/or otherwise
utilize the Customer Data for ClearGov's business
purposes.
5.3) Proprietary Rights Notice. The ClearGov Service and all
intellectual property rights in the ClearGov Service are, and
shall remain, the property of ClearGov. All rights in and to the
ClearGov Service not expressly granted to Customer in this
Agreement are hereby expressly reserved and retained by
ClearGov without restriction, including, without limitation,
ClearGov's right to sole ownership of the ClearGov API,
ClearGov Apps, ClearGov Data, ClearGov Profile, ClearGov
Budget Book, ClearGov Web Site, ClearGov Widget,
Documentation, Reports and Software. Without limiting the
generality of the foregoing, Customer agrees not to (and to
not allow any third party to): (a) sublicense, distribute, or use
the ClearGov Service outside of the scope of the license
granted herein; (b) copy, modify, adapt, translate, prepare
derivative works from, reverse engineer, disassemble, or
decompiie the ClearGov Service or otherwise attempt to
discover any source code or trade secrets related to the
ClearGov Service; (c) use the trademarks, trade names,
service marks, logos, domain names and other distinctive
brand features or any copyright or other proprietary rights
associated with the ClearGov Service for any purpose without
the express written consent of ClearGov; (d) register, attempt
to register, or assist anyone else to register any trademark,
trade name, serve marks, logos, domain names and other
distinctive brand features, copyright or other proprietary
rights associated with ClearGov other than in the name of
ClearGov; or (e) remove, obscure, or alter any notice of
copyright, trademark, or other proprietary right appearing in
or on any item included with the ClearGov Service. If the use
of the ClearGov Service is being purchased by or on behalf of
the U.S. Government or by a U.S. Government prime
contractor or subcontractor (at any tier), in accordance with
48 C.F.R. 227.7202-4 (for Department of Defense (DOD)
acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non -DOD
acquisitions), the Government's rights in the ClearGov
Service, including its rights to use, modify, reproduce, release,
perform, display or disclose any elements of the ClearGov
Service, will be subject in all respects to the commercial
license rights and restrictions provided in this Agreement.
ti) Representations, Warranties, Indemnification and Liability.
6.1) By ClearGov. ClearGov represents and warrants that: (i) the
ClearGov Service shall be provided in accordance with, and
shall not violate applicable laws, rules or regulations; and (ii)
by using the ClearGov Service, Customer will not violate or in
any way infringe upon the personal or proprietary rights of
any third party, (iii) the ClearGov Service does not contain
any virus, worm, Trojan horse, time bomb or similar
contaminating or destructive feature; and (iv) ClearGov holds
all necessary rights to permit the use of the ClearGov Service
and all components thereof provided to Customer under this
Agreement.
6.2) gy Both. ClearGov and Customer both represent and warrant
that (i) each has full power and authority to enter into and
perform its obligations Ander this Agreement; (ii) this
Agreement is a legal, valid and binding obligation, enforceable
against it in accordance with its terms; and (iii) entering into
this Agreement will not violate any laws, regulations or third
party contracts.
6.3) Indemnification.
a) ft Customer. At Customer's cost, Customer agrees to
indemnify, hold harmless and defend ClearGov against
any cost, loss or expense (including attorney's fees)
resulting from any claims by third parties for loss, damage
or injury arising out of or relating to (i) Customer's breach
of any term, condition, representation or warranty in this
Agreement, or (ii) Customers violations of applicable
laws, rules or regulations in connection with the ClearGov
Service. In such a case, ClearGov will provide Customer
with written notice of such claim, suit or action. ClearGov
shall cooperate as fully as reasonably required in the
ClearGov, Inc. Service Agreement ver. 12.30.19 Page 2 of 4
defense of any claim. ClearGov reserves the right, at its
own expense, to assume the exclusive defense and
control of any matter subject to indemnification by
Customer. Notwithstanding the foregoing, unless the
settlement involves no cost, loss or continuing liability to
ClearGov, Customer shall not settle any claim, action or
demand without the written consent of ClearGov, such
consent not to be unreasonably withheld.
b) By ClearGov. At ClearGov's cost, ClearGov agrees to
indemnify, hold harmless and defend Customer against
any cost, loss or expense (including attorney's fees)
resulting from any claims by third parties for loss, damage
or injury arising out of or relating to (i) CiearGov s breach
of any term, condition, representation or warranty of this
Agreement, (ii) ClearGov's violation of any third party
rights in connection with the ClearGov Service or (iii)
ClearGov's violations of applicable laws, rules or
regulations in connection with the ClearGov Service. In
such a case, Customer will provide ClearGov with written
notice of such claim, suit or action. Customer shall
cooperate as fully as reasonably required in the defense
of any claim. Customer reserves the right, at its own
expense, to assume the exclusive defense and control of
any matter subject to indemnification by ClearGov.
Notwithstanding the foregoing, unless the settlement
involves no cost, loss or continuing liability to Customer,
ClearGov shall not settle any claim, action or demand
without the written consent of Customer, such consent
not to be unreasonably withheld.
6.4) Disclaimer. THE SERVICE, ITS USE AND THE RESULTS OF
SUCH USE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE"
BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT
TO APPLICABLE LAW, CLEARGOV PROVIDES NO
WARRANTIES (INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR NON -INFRINGEMENT),
GUARANTEES, REPRESENTATIONS, PROMISES,
STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER
INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR
OTHERWISE EXCEPT AS EXPRESSLY SET FORTH IN IVIS
SECTION 6.
6.5) Limitation of Liability. NEITHER CLEARGOV NOR CUSTOMER
WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS), OR INCIDENTAL
DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF
CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY,
OR OTHER TORT, BREACH OF ANY STATUTORY DUTY,
INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS
PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF
THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING
SENTENCE. BOTH PARTIES' TOTAL CUMULATIVE LIABILITY
TO THE OTHER PARTY FOR ANY LOSS OR DAMAGES
RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS
ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
NOT EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER
TO CLEARGOV IN THE PRECEDING TWELVE (12) MONTHS.
THE FOREGOING SHALL NOT LIMIT A PARTY'S (A) PAYMENT
OBLIGATIONS UNDER THE AGREEMENT; (B)
INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.3; (C)
LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS UNDER SECTION 7: OR (D) LIABILITY FOR ITS
INFRINGEMENT OR MISAPPROPRIATION OF ANY
PROPRIETARY RIGHTS OF THE OTHER PARTY. NOTHING IN
THIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR
LIMITING A PARTYS LIABILITY FOR DEATH OR PERSONAL
INJURY ARISING FROM ITS NEGLIGENCE OR ITS LIABILITY
FOR FRAUD.
6.6) Essential Element. The provisions of this motion 6 are an
essential element of the benefit of the consideration reflected
in this Agreement.
7) Confidentiality.
7.1) Each Party will keep the specific terms of this Agreement
confidential, including the contents of the schedules and
exhibits, and not disclose any portion of them to any third
party (other than to its attorneys, accountants, advisors and
potential investors who are bound to keep such information
confidential) without the other Party's prior written consent,
except as required by law.
7.2) In addition, in connection with the negotiation and
performance of this Agreement, a Party (the "Receiving
Party") may receive information from the other Party (the
"Disclosing Party' which is confidential or proprietary in
nature, including without limitation information about a
Partys products, systems and services ( "Confidential
Information'). The Receiving Party agrees that, during the
term of this Agreement and for a period of three (3) years
thereafter, it will keep the Confidential Information in strictest
confidence and protect such Confidential Information by
similar security measures as it truces to protect its own
Confidential Information of a similar nature, but in no event
shall the Receiving Party take less than reasonable care with
the Confidential Information of the Disclosing Party. The
Receiving Party also agrees that it will riot use any
Confidential Information for any purpose other than in
connection with the performance of its obligations under this
Agreement.
7.3) The term "Confidential Information" shall not include
information which is or becomes generally available to the
public without breach of this Agreement, is in the possession
of the Receiving Party prior to its disclosure by the Disclosing
Party, becomes available from a third party not in breach of
any obligations of confidentiality, is independently developed
by the Receiving Party, or is required to be disclosed by the
Receiving Party pursuant to law,, rule, regulation, subpoena or
court order.
7.4) The Parties recognize that the disclosure or use of a
Disclosing Party's Confidential Information by the Receiving
Party in violation of the provisions of this Section 7 may cause
irreparable injury to the Disclosing Party; therefore, in the
event either Party breaches the provisions of this Section 7.
the other Party, in addition to any other remedies it may
have, shall be entitled to seek preliminary and permanent
injunctive relief without the necessity of posting a bond.
8) Miscellaneous.
8.1) General. If any provision of this Agreement is held to be
unenforceable for any reason, such provision shall be
reformed to the extent necessary to make it enforceable to
the maximum extent permissible so as to implement the
intent of the Parties, and the remainder of this Agreement
shall continue in full force and effect. A waiver of any default
is not a waiver of any subsequent default. The relationship
between ClearGov and Customer is one of independent
contractors, not partnership, joint venture or agency. This
Agreement shall be binding upon and inure to the benefit of
the respective successors and permitted assigns of the parties
hereto. The United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer
Information Transactions Act shall not apply to this
Agreement. The Software is controlled by U.S. Export
ClearGov, Inc. Service Agreement ver. 12.30. 19 Page 3 of 4
Regulations, and it may not be exported to or used by
embargoed countries or individuals.
8.2) Entire Agreement. This Agreement and the accompanying
ClearGov Service Order(s), together, constitute a valid and
binding agreement between the Parties and are intended to
be the Parties' complete, integrated expression of the terms
of their agreement with respect to the ClearGov Service, and
any prior agreements or understandings wilfi respect to such
subject matter are superseded hereby and fully merged
herein.
8.3) AssiQnment. Neither Party will assign this Agreement in whole
or in part to any third party without the prior written consent
of the other Party; provided, however, either Party may
assign this Agreement without such consent to any subsidiary
or parent company of such Party or to any successor by way
of any merger, consolidation or other corporate
reorganization of such Party or sale of all or substantially all of
the assets of such Party or to an entity that assumes, by sale,
license or otherwise, the business activities that are the
subject of this Agreement, provided that such subsidiary or
parent company or successor assumes or is otherwise fully
bound by all of the obligations of the assigning Party under
this Agreement.
8.4) Marketing Materials. Customer agrees that ClearGov may
utilize Customer's name solely to identify it as a GearGov
Customer on the ClearGov Web site, in client lists and other
marketing materials. Any other uses of Customer's name
and/or logo (other than as included in the Creative and/or
other items furnished to ClearGov by Customer) shall require
Customer's prior written consent.
8.5) Insurance. ClearGov shall maintain commercial general
liability insurance and auto liability insurance in amounts that
are consistent with industry standards. ClearGov shall
maintain Worker's Compensation insurance as required by
law.
8.6) Jurisdiction. This Agreement shall be governed by the
applicable Massachusetts laws, without regard to its conflict of
laws rules. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination,
enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of this agreement
to arbitrate, shall be determined by arbitration in the state of
Massachusetts before a panel of three arbitrators. Such
arbitration shall be administered by JAMS pursuant to JAMS'
Streamlined Arbitration Rules and Procedures. Judgment on
an award, if any, may be entered in any court having
jurisdiction. This clause shall not preclude parties from
seeking provisional remedies in aid of arbitration from a court
of appropriate jurisdiction. The Parties acknowledge that this
Agreement evidences a transaction involving interstate
commerce. Notwithstanding the provision with respect to
applicable substantive law, any arbitration conducted
pursuant to the terms of this Agreement shall be governed by
the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
8.7) Force Majeure. If the performance of this Agreement or any
obligations hereunder is prevented or interfered with by
reason of fire or other casualty or accident, strikes or labor
disputes, war or other violence, any law, proclamation,
regulation, or requirement of any government agency, or any
other act or condition beyond the reasonable control of a
Party hereto, that Party upon giving prompt notice to the
other Party shall be excused from such performance during
such occurrence.
8.8) Notices. All notices, requests, or other communications
between the Parties that are required or permitted hereunder
will be in writing and will be given by: (a) delivery in person
or by prepaid courier service voth a nationally recognized
courier company, (b) delivery by registered or certified mail,
postage prepaid, return receipt requested, (c) by confirmed
fax, or (d) email to the address and/or fax number set forth in
the applicable. ClearGov Service Order. A Party may change
the street or email address or fax number to which notice is
to be sent by giving written notice of such change. Notices
will be deemed given when received as evidenced by
verification from the courier company, the mail or email
receipt or fax confirmation.
8.9) Titles & Subtitles. The titles and subtitles in this Agreement
are used for convenience only and are riot to be considered in
construing it
ClearGov, Inc. Service Agreement ver. 12.30.19 Page 4 of 4
Agreement Supplement
1. Priori1y of Supplement: This Supplement is attached to the Service Order and incorporated Service
Agreement (collectively the "Agreement") between the City of Milton, Georgia ("Customer") and
ClcarGov, Inc. ("ClearGov"). The provisions of the Supplement control over any contrary ;provisions
found in the Agreement.
2, Statutory Auto -Termination and Renewal: As required by O_C_G.A. § 36-60-13(a), during the Initial
Service Period and any renewal annual period, the Agreement shall terminate absolutely and without
further obligation on the part of Customer on December 31 each calendar year, and shall automatically
renew on January 1 of each subsequent calendar year of the applicable term, absent C'ustomer's
provision of written notice of non -renewal to ClearGov at least thirty (30) days prior to the end of the
then -current calendar year. Title to any supplies, materials, equipment, or other personal property (if
any should transfer under the Agreement) shall remain in ClearGov until fully paid for by Customer.
3. Confidentiality: Customer and ClearGov agree and ackno1vledge that as required by law, the
Agreement will be a public record spread upon the minutes of a duly called public meeting of the Milton.
City Council. Furthermore, the parties acknowledge that disclosure of documentation related to the
Agreement is governed by Georgia's Open Records Act, and ClearGov further acknowledges that if
ClearGov submits records containing trade secret information, and if ClearGov wishes to keep such
records confidential, ClearGov 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 of the Georgia Code, and the parties shall follow the requirements of O.C.G.A. §
50-18-72(a)(34) related thereto.
4. Arbitration: Notwithstanding any provision in the Agreement, disputes arising out of or related to the
Agreement will not be subject to arbitration.
5. Sovereign Immunity, Personal Liability, Indemnification: Nothing contained in the Agreement shall be
construed to be a waiver of Customer's sovereign immunity or any individual's qualified, good faith or
official immunities. Nothing herein shall be construed as creating any individual or personal liability
on the part of any of Customer's elected or appointed officials, officers, boards, commissions,
employees, representatives, consultants, servants, agents, attorneys or volunteers. To the extent the
Agreement imposes a contractual duty- of defense and indemnification upon Customer, the duty shall
only be one of indemnification, and such duty shall apply only to the extent, if any, allowed by law,
and then only to the extent of Customer's fault or wrongdoing.
6. Choice of Law, Venue: The Agreement shall be governed by and construed in accordance with the laws
of the State of Georgia without regard to choice of laxv principles. If any action at law or in equity. is
brought to enforce or interpret the provisions ofthis 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, or the U.S. District Court for the Northern District of
Georgia.
7. Ethics: ClearGov and Customer acknowledge that it is prohibited for any person to offer. give, or agree
to give any City, of Milton employee or official, or for any City employee or official to solicit, demand,.
accept, or agree to accept from another person, a gratuity of more than nominal value or rebate or an
offer of employment in connection with any decision, approval, disapproval, recommendation, or
preparation of any part of a program requirement or a purchase request, influencing the content of any
specification or procurement standard, rendering of advice, investigation, auditing, or in any other
advisory capacity in any proceeding or application, request for ruling, determination, claim or
controversy, or other particular matter, pertaining to any program requirement or a contract or
subcontract, or to any solicitation or proposal therefor. ClearGov and Customer further acknowledge
that it is prohibited for any payment, gratuity, or offer of employment to be made by or on behalf of a
sub -contractor under a contract to the prime contractor or higher tier sub -contractor, or any, person
associated therewith, as an inducement for the award of a subcontract or order.
8. Nondiscrimination: In accordance with Title VI of the Civil Rights Act of 1964, 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, CIearGov agrees that, during performance of this Agreement, ClearGov, 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 rade, color, creed, national origin, gender,
age or disability. In addition, ClearGov agrees to comply with all applicable implementing regulations
and shall include the provisions of this paragraph in every subcontract for services contemplated render
this Agreement.
9. Employment of Unauthorized Aliens Prohibited — E -Verify Affidavit: Pursuant to O.C.G.A. § 13-10-
91, Customer shall not enter into a contract for the physical performance of services unless ClearGov
shall provide evidence on the forms, attached hereto as Exhibits "A" and "B" (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 its subcontractors have registered with, are authorized to
use and use the federal work authorization program commonly known as E-Verifi,, or any subsequent
replacement program, in accordance with the applicable provisions and deadlines established in
O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization. program
throughout the contract period. ClearGov hereby- verifies that it has., prior to executing this Agreement.
executed a notarized affidavit, the form of which is provided in Exhibit "A", and submitted such
affidavit to Customer. Further, ClearGov hereby agrees to comply with the requirements of the federal
Immigration Reform and Control Act of 1986 (IRC,A), P.L. 99-603, O.C.G.A. § 13-10-91 and Georgia
Department of Labor Rule 300-10-1-.02.
In the event ClearGov employs or contracts with any subcontractor(s) in connection with
the Agreement, ClearGov 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 `B", which subcontractor affidavit shall become part of the ClearGov/subcontractor
agreement. If a subcontractor affidavit is obtained, ClearGov agrees to provide a completed copy
to Customer within five (5) business days of receipt from any subcontractor. ClearGov and
C1earGov's subcontractors shall retain all documents and records of their respective verification
process for a the greater of (a) a period of one (1) year following completion of the contract, or (b)
three (3) years after the date of hire. ClearGov agrees that the employee -number category
designated below is applicable to it:
500 or more employees
100 or more employees
Fewer than 100 employees
C1earGov hereby agrees that. in the event ClearGov employs or contracts with anv subcontractor(s)
in connection with the Agreement and where the subcontractor is required to provide an affidavit
pursuant to O.C.G.A. § 13-10-91, C1carGov 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.
CLEARGOV, INC.
Signature:
Print Nam .
"Tittle:
Attest/Witness:
Signature: /
Print Name. 7Zai6iu 8 /# Lu 6z..--
Title:!��'%�_ F=A% -Ve
Attest/Witness:
Signature:
Sudie Gordon, City Clerk
Approved as to form:
City Attorney
CITY OF MILTON, GEORGIA
By: Joe Lockwood, Mayor
[CITY SEAL]
Massachusetts
Middlesex
"N/A"
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 29, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of Task Order between the City of Milton and Lowe
Engineers to Perform Plan Review Services for Land
Development Activities Within the City
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
October 5, 2020
X
X
X
X
To: Honorable Mayor and City Council Members
From: Parag Agrawal, Community Development Director
Date: Submitted September 28, 2020 for the October 5, 2020
Regular City Council Meeting
Agenda Item: Approval of Task Order Between the City of Milton and Lowe
Engineers to Perform Plan Review Services for Land
Development Activities Within the City
_____________________________________________________________________________________
Department Recommendation: Approval
Project Description:
The services to be provided under this task order shall ensure that plan review for land
development activity is carried out within the City in conformance with approved plans
and permits issued by the City.
The Consultant will be available at an hourly rate of $125.00/hour to provide plan
review for land development activities in the City.
Procurement Summary:
Purchasing method used: Contract Addendum
Account Number: 100-7410-521200004
Requisition Total: not to exceed $96,000
Vendor DBA: Lowe Engineers
Financial Review: Bernadette Harvill, September 29, 2020
Legal Review: Sam VanVolkenburgh, Jarrard & Davis, September 28, 2020
Concurrent Review: Steve Krokoff, City Manager
Attachment: Task Order
TASK ORDER TO PROVIDE PLAN REVIEW FOR LAND DEVELOPMENT ACTIVITIES
THIS TASK ORDER between the parties is entered into pursuant to a pre-existing
Professional Services Agreement (RFQ #17-PW05), incorporated herein by reference, and shall
serve as authorization by City of Milton to Lowe Engineers, LLC (referred to herein alternately
as “consultant and “Lowe”) to perform the services described herein pursuant to the terms
conditions, mutual covenants and promises provided herein and in the Professional Services
Agreement.
Description of Services:
The City is requesting plan review services for land development activities within the City. The
services to be provided under this task order shall ensure that land development permits are
issued in conformance with the City Code of Ordinances. The Consultant shall keep detailed
and accurate records of the daily reviews and will be required to utilize reporting software as
may be required by the City.
Timing:
This task order will begin upon acceptance and end on September 30, 2021, unless sooner
terminated in writing (for any reason) by the City.
Compensation:
This task order shall not exceed $96,000.00 based on the hourly rate of:
Project Manager $125.00 / hour
Attachments
The following documents are incorporated by reference and compliance with these documents
are a material term of this Task Order:
Exhibit A - Lowe Proposal letter dated September 25, 2020
[SIGNATURES ON FOLLOWING PAGE]
Attest/Witness:
Signaturei 5-4,
Print Name: SA A Wr 1-1 I A n. -e
Title: A - P Xa ACLS 2IL
CITY OF MILTON, GEORGIA
Joe Lockwood, Mayor
Attest:
Signature:
Print Name: Sudie Gordon
Title: City Clerk
Approved as to form:
City Attorney
CONSULTANT: Lowe Engineers, LLC
Signature:
Print Name: Jon W. Drysdale, PE
Title: Member/Manager (LLC)
�P� ..SSION
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Exhibit A - Lowe Proposal letter dated September 25, 2020
990 Hammond Drive, Suite 900, Atlanta, Georgia 30328
Phone: 770.857.8400 I Fax: 770.857.8401 I loweengineers.com
September Ϯϱ, 2020
Mr. Dale Hall
Development Review Coordinator
City of Milton
2006 Heritage Walk
Milton, GA 30004
RE: Proposal for Task Order for Plan Review Services
Dear ĂůĞ:
Thank you for the opportunity to submit this proposal for a task order for plan review support
under our current open-end, on-call support contract. Our current contract, which was
awarded in September 2017, and is annually renewable until September 30, 2023, allows for
Task Order based support. The project description, provided in section I, paragraph B, states
that task to be performed in this Agreement are generally described as: NPDES permit
compliance services, general support for City Engineer, and plan review services.
SCOPE
It is our understanding you need primarily erosion and sediment control, transportation,
stormwater, and general engineering plan review support in support of the Community
Development Department.
STAFFING
In accordance with our review of the projected level of effort, we agree that one review
engineer should be able to handle it with a ǀĂƌŝĂďůĞworkweekďĂƐĞĚŽŶŶĞĞĚ.
Accordingly, we are proposing Jerry Oberholtzer, PE. Here is a brief summary resume͘Śŵ͘
JERRY OBERHOLTZER, PE
BS, Civil Engineering, Clemson University, 1981
PE License No. 15711 (GA), 19442 (NC), and 402026389 (VA)
GSWCC-Certified Level II Design Professional
Jerry Oberholtzer has 37 years of civil engineering design and project management
experience, with extensive expertise in transportation planning and roadway design,
stormwater drainage systems, erosion and sedimentation control, as well as site
preparation. As Engineering Administrator for the Athens-Clarke County Transportation
and Public Works Department, Engineering Division, Mr. Oberholtzer oversaw the
990 Hammond Drive, Suite 900, Atlanta, Georgia 30328
Phone: 770.857.8400 I Fax: 770.857.8401 I loweengineers.com
design, plan review, and construction of all transportation projects. His background
further includes GDOT Plan Development Process (PDP) training and full-depth asphalt
pavement reclamation training, and.
FEE
Below is our fee schedule from our current contract. I am proposing Jerry’s rate at the Project
Manager level of $125 per hour.
2017 Fee Schedule Range
STAFF CATEGORY HOURLY BILLING RATES
Principal $200-250
Senior Project Manager $150-175
Senior Project Specialist $180-220
Project Manager $125-150
Senior Project Engineer $95-115
Senior Arborist $115
Project Engineer $75-95
Design Engineer $60-80
Senior Geospatial Analyst $95-105
Geospatial Analyst $60-80
Senior GIS Technician $95-105
GIS Technician $60-80
Senior Technician $80-100
Senior Data Analyst $100-125
Technician $60-80
Professional Land Surveyor $175-200
Survey Supervisor $100-120
Field Supervisor $80-95
Survey Crew (3 person) $150-165
Survey Crew (2 person) $110-135
Survey Crew (1 person) $70-90
990 Hammond Drive, Suite 900, Atlanta, Georgia 30328
Phone: 770.857.8400 I Fax: 770.857.8401 I loweengineers.com
Scanner Field Crew $200-250
Scanner Technician $75-100
Unmanned Aerial Vehicle (UAV) $200
UAV Data Processing $100
Research $65-85
Clerical $45-65
SCHEDULE and FEE
1. The performance time period for the proposal is from October 1, 2020 to September 30, 2021
2.Total Fee = ϳϲϴ hours @ $125.00/hour= $ϵϲ,000͘sĂƌŝĂďůĞŚŽƵƌƐƉĞƌǁĞĞŬĂƚŝƚLJĚŝƌĞĐƚŝŽŶ͘
We have the capacity to make this happen right away and have Jerry available as needed.
We appreciate the opportunity to submit this proposal and will be glad to meet with you and
discuss it in person if you like. Please let me know if you have any questions. We look forward
to continue to work with the City of Milton.
Jon Drysdale, PE
Managing Partner
jon.drysdale@loweengineers.com
404.312.1843
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 30, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of Subdivision Plats and Revisions
Name of Development / Location Action Comments /
# lots
Total
Acres Density
1. Big Sky Stables
Annie Faye Gardner
LL 987 and LL1030 Dist. 2 Sect. 2
West side of Bethany Road
Minor
Plat
Revision of 3
lots
6.3149
acres
0.475 lots /
Acre
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
X
X
October 5, 2020
To: Honorable Mayor and City Council Members
From: Parag Agrawal, Community Development Director
Date: Submitted on September 24, 2020 for the October 5, 2020
Regular Council Meeting
Agenda Item: Approval of Subdivision Plats and Revisions
____________________________________________________________________________
Department Recommendation:
To approve the subdivision related plat as stated below.
Executive Summary:
The Milton Subdivision Regulations require that the Mayor and City Council approve all
Final Plats, final Plat Re-recording, Revisions and Minor Plats once the matter has been
reviewed and certified by the Community Development Director in accordance with
the Subdivision Regulations.
1. The Big Sky Stables, LLC Annie Faye Gardner minor plat described herein consists
of a 6.3149-acre parcel located on the West side of Bethany Road and is a
revision of 3 lots. The size of the lots are1.0000 acre, 1.5236 acres and 3.7913
acres.
Funding and Fiscal Impact:
None.
Alternatives:
Do not approve.
Legal Review:
None – not required.
Concurrent Review:
Steven Krokoff, City Manager
Attachment(s):
Consent Agenda Plats Staff Memo
Page 2 of 6
Plat List, Location Map, Plats
Name of Development / Location Action Comments /
# lots
Total
Acres Density
1. Big Sky Stables
Annie Faye Gardner
LL 987 and LL1030 Dist. 2 Sect. 2
West side of Bethany Road
Minor
Plat
Revision of 3
lots
6.3149
acres
0.475 lots /
Acre
Consent Agenda Plats Staff Memo
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Consent Agenda Plats Staff Memo
Page 4 of 6
Consent Agenda Plats Staff Memo
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Consent Agenda Plats Staff Memo
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CITY COUNCIL AGENDA ITEM
TO: City Council DATE: October 1, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of Subdivision Plats and Revisions
Name of Development / Location Action Comments /
# lots
Total
Acres Density
1. Minor Plat for Steve A. Parker
14385 and 14389 Cogburn Rd.
LL 751 and LL752 Dist. 2 Sect. 2
Minor
Plat 2 Lots 11.667
Acres
0.17 Lots /
Acre
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
X
X
October 5, 2020
To: Honorable Mayor and City Council Members
From: Parag Agrawal, Community Development Director
Date: Submitted on October 1, 2020 for the October 5, 2020
Regular Council Meeting
Agenda Item: Approval of Subdivision Plats and Revisions
____________________________________________________________________________
Department Recommendation:
To approve the subdivision related plat as stated below.
Executive Summary:
The Milton Subdivision Regulations require that the Mayor and City Council approve all
Final Plats, final Plat Re-recording, Revisions and Minor Plats once the matter has been
reviewed and certified by the Community Development Director in accordance with
the Subdivision Regulations.
1. The Minor Plat for Steven A. Parker described herein consists of an 11.667-acre
parcel located at 14385 Cogburn Road to be subdivided into 2 lots. The size of
lots ranges from 1.628 acres to 10.399 acres.
Funding and Fiscal Impact:
None.
Alternatives:
Do not approve.
Legal Review:
None – not required.
Concurrent Review:
Steven Krokoff, City Manager
Attachment(s):
Consent Agenda Plats Staff Memo
Page 2 of 6
Plat List, Location Map, Plats
Name of Development / Location Action Comments /
# lots
Total
Acres Density
1. Minor Plat for Steve A. Parker
14385 and 14389 Cogburn Rd.
LL 751 and LL752 Dist. 2 Sect. 2
Minor
Plat 2 Lots 11.667
Acres
0.17 Lots /
Acre
Consent Agenda Plats Staff Memo
Page 3 of 6
Consent Agenda Plats Staff Memo
Page 4 of 6
Consent Agenda Plats Staff Memo
Page 5 of 6
Consent Agenda Plats Staff Memo
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CITY COUNCIL AGENDA ITEM
TO: City Council DATE: October 1, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Approval of a Task Order Between the City of Milton and
BM&K, P.C. to Perform On-Call Construction Inspections
Services for Land Development Activities within the City
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
X
X
October 5, 2020
X
To: Honorable Mayor and City Council Members
From: Parag Agrawal, Community Development Director
Date: Submitted October 1, 2020 for the October 5, 2020 Regular
City Council Meeting
Agenda Item: Approval of Task Order Between the City of Milton and BM&K,
P.C. to Perform On-Call Construction Inspection Services for
Land Development Activities within the City
_____________________________________________________________________________________
Department Recommendation: Approval.
Project Description:
The services to be provided under this task order shall ensure that land development
activity carried out within the city is in conformance with approved plans and permits
issued by the City.
Procurement Summary:
Purchasing method used: Other (See Comment Above)
Account Number: 100-7410-521200004
Adjustment Total: not to exceed $50,000.00
Vendor: BM&K, P.C.
Financial Review: Bernadette Harvill, October 1, 2020
Legal Review: Sam VanVolkenburgh, Jarrard & Davis, October 1, 2020
Concurrent Review: Steve Krokoff, City Manager
Attachment: Task Order #1
MILTON*k
M"USHEDM
TASK ORDER TO PROVIDE CONSTRUCTION INSPECTION SERVICES FOR LAND
DEVELOPMENT ACTIVITIES
THIS TASK ORDER between the parties ise re pursuant to the Professional
Services Agreement (RFQ #17-PW01), incorporated herein by reference, and shall serve as
authorization by City of Milton to BM&K, P.C. (referred to herein alternately as "Consultant' and
"BM&K") to perform the services described herein pursuant to the terms and conditions, mutual
covenants and promises provided herein and in the Professional Services Agreement,
NOW, THEREFORE, for and in consideration of the mutual promises, the public
purposes, and the acknowledgements and agreements contained herein, and other good and
adequate consideration, the sufficiency of which is hereby acknowledged, the Parties do mutually
agree as follows:
Description of Services:
The City is requesting on-call construction inspection services for land development activities
within the city. The services to be provided under this task order shall ensure that land
development activity carried out within the city is in conformance with approved plans and
permits issued by the City. Inspectors will be issued permitted drawings by the City as the basis
for performing inspections. Qualified inspectors shall be provided to ensure that all work and
materials conform to the requirements of the approved plans, and specifications. The Consultant
shall keep detailed and accurate records of the daily operations and will be required to utilize
inspection and reporting software as may be required by the City.
This Task Order does not guarantee any amount of work to the Consultant. Work will be
requested on an as needed basis.
Timing:
This task order will begin upon execution and will expire on September 30, 2021, unless sooner
terminated in writing by the City.
Compensation:
This task order shall not exceed $50,000.00 based upon an hourly rate of 72.14/hour for work
performed through December 31, 2020, and an hourly rate of $74.30/hour thereafter.
Attachments:
GDOT Specification Section 105 -Control of Work
Approved by City Council
Mayor
Date
2006 Heri
Approved as to form:
City Attorney
tage Walk Milton, GA 30004 P: 678.242.2500 � F: 678.242.2499 info@cilyofmiltonga.us � www.cityofmiltonga.us
�fl®IWll
�
MILTON*
ES MUSHED z
See following page for additional signatures
CITY OF MILTON:
sy:
Date:
IqSUL BM&K, P.C.
By:
Title:
Nam: l C�
Date: — ZY) 302Xc
2006 Heritage Walk Milton, GA 30004 P: 678.242.2500 � F: 678.242.2499 info@cityofmilfonga.us � www.cifyofmilionga.us
�fl®Tyle
Section 105—Control of Work
105.01 Authority of the Engineer
The Engineer will decide all questions that may arise as to the quality and acceptability of materials furnished, work
performed, and the rate of progress of The Work; the interpretation of the Plans and Specifications, and all questions as to the
acceptable fulfillment of the Contract on the part of the Contractor. The Engineer will determine the quantities of the several
kinds of work performed and materials furnished which are to be paid for under the Contract and his determination shall be
final.
The Engineer will have the authority to suspend The Work wholly or in part due to the failure of the Contractor to correct
conditions unsafe for the workmen or general public; for failure to carry out provisions of the Contract, or for failure to carry
out orders; for such periods as he may deem necessary due to unsuitable weather; for conditions considered unsuitable for the
prosecution of The Work; or for any other condition or reason deemed to be in the public interest.
The Contractor may request and will receive written instructions from the Engineer upon any important items.
After the Contract has been executed, and before work begins, the Engineer may designate a time and place to hold a
Preconstruction Conference with the Contractor. At such time, the Contractor shall furnish the Engineer with a Progress
Schedule as provided in Subsection 108.03 unless this schedule has been specifically exempted by Special Provision. The
Contractor will also be given a decision on any alternate Traffic Control Plan that he may have previously submitted.
Any matters pertaining to order of work, interpretation of Plans and Specifications, traffic control, utility adjustments, or
others, may be discussed at the Preconstruction Conference.
105.02 Plans and Working Drawings
Plans will show details of all structures, lines, grades, typical cross sections of the roadway, location and design of all
structures, and a summary of Items appearing in the Proposal.
The Plans will be supplemented by such working drawings as are necessary to adequately control the Work. Working
drawings for structures shall be furnished by the Contractor and shall consist of such detailed Plans as may be required to
adequately control The Work and which are not included in the Plans furnished by the Department. They shall include stress
sheets, shop drawings, erection plans, falsework plans, cofferdam plans, bending diagrams for reinforcing steel or any other
supplementary plans, or similar data required of the Contractor. All working drawings must be approved by the Engineer and
such approval shall not operate to relieve the Contractor of any responsibility under the contract for the successful completion
of The Work. The Contract Bid Prices shall include the cost of furnishing all working drawings.
105.03 Conformity with Plans and Specifications
All Work performed and all materials furnished shall be in reasonably close conformity with the lines, grades, cross sections,
dimensions, and material requirements, including tolerances, shown on the Plans or indicated in the Specifications.
Plan dimensions and contract Specification values are to be considered as the target values to be strived for and complied
with as the design values from which any deviations are allowed. It is the intent of the Specifications that the materials and
workmanship shall be uniform in character and shall conform as nearly as realistically possible to the prescribed target value
or to the middle portion of the tolerance range. The purpose of the tolerance range is to accommodate occasional minor
variations from the median zone that are unavoidable for practical reasons. When either a maximum and minimum value or
both are specified, the production and processing of the material and the performance of the work shall be so controlled that
material or work will not be preponderantly of borderline quality or dimension.
In the event the Engineer finds the materials or the finished product in which the materials are used not within reasonably
close conformity with the Plans and Specifications, but that reasonably acceptable work has been produced, the Engineer
shall then make a determination if the work shall be accepted and remain in place. In this event, except in cases where the
appropriate price adjustments are provided for in the Specifications covering the materials and/or the finished product, a
Supplemental Agreement will be executed documenting the basis of acceptance that will provide for an appropriate price
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Section 105 --Control of Work
adjustment in the Contract Price for such work or materials as the Engineer deems necessary to conform to his determination
based on engineering judgement.
In the event the Engineer finds the materials or the finished product in which the materials are used or the work performed
are not in reasonably close conformity with the Plans and Specifications, and have resulted in an inferior or unsatisfactory
product, the work or materials shall be removed and replaced or otherwise corrected by and at the expense of the Contractor.
105.04 Coordination of Plans, Specifications, Supplemental Specifications, and Special
Provisions
These Standard Specifications, the Supplemental Specifications, the Plans, Special Provisions, and all supplementary
documents are essential parts of the Contract, and a requirement occurring in one is as binding as though occurring in all.
They are intended to be complementary and to describe and provide for a complete work.
In cases of discrepancy, the governing descending order will be as follows:
1. Special Provisions
2. Project Plans including Special Plan Details
3. Supplemental Specifications
4. Standard Plans including Standard Construction Details
5. Standard Specifications
Calculated dimensions will govern over scaled dimensions.
The Contractor shall take no advantage of any apparent error or omission in the Plans or Specifications. In the event the
Contractor discovers such an error or omission, he shall immediately notify the Engineer. The Engineer will then make such
corrections and interpretations as may be deemed necessary for fulfilling the intent of the Plans and Specifications.
A. Specifications of Other Organizations
When work is specified to be done or when materials are to be furnished according to the published specifications of
organizations other than the Department, the latest specifications published by those organizations at the time bids are
received shall apply unless otherwise specified.
AASHTO Interim Specifications and ASTM Tentative Specifications will be considered effective on date of issue.
B. Item Numbers
The first three digits of any Item Number in the itemized Proposal designates the Specification section under which the
Item shall be constructed.
105.05 Cooperation by Contractor
The Contractor will be supplied with a minimum of two sets of approved Plans and Contract assemblies including Special
Provisions, one set of which the Contractor shall keep available on The Work at all times.
The Contractor shall give the Work the constant attention necessary to facilitate the progress thereof, and shall cooperate with
the Engineer, Inspectors, and other Contractors in every way possible.
The Contractor shall have on The Work at all times, as his agent, a competent Superintendent, capable of reading and
thoroughly understanding the Plans and Specifications, and thoroughly experienced in the type of work being performed,
who shall receive instructions from the Engineer or his authorized representatives. The Superintendent shall have full
authority to execute orders or directions of the Engineer without delay and to promptly supply such materials, equipment,
tools, labor, and incidentals as may be required. Such superintendence shall be furnished irrespective of the amount of work
sublet.
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Section 105—Control of Work
The Superintendent shall notify the Engineer prior to starting any Pay Item Work. The Prime Contractor shall coordinate and
be responsible to the Engineer for all activities of subcontractors.
105.06 Cooperation with Utilities
The Department will notify all utility companies, all pipeline owners, all railroad companies, or other parties affected of
Award of the Contract, giving the name and address of the Contractor, and will assist the Contractor in arranging for all
necessary adjustments of the public or private utility fixtures, pipe lines, and other appurtenances within or adjacent to the
limits of construction.
Water lines, gas lines, wire lines, service connections, water and gas meter boxes, water and gas valve boxes, light standards,
cableways, signals, railroad facilities, and all other utility appurtenances within the limits of the proposed construction which
are to be relocated or adjusted are to be moved by the owners at their expense, except as otherwise provided for in the Special
Provisions or as noted on the Plans.
It is understood and agreed that the Contractor has considered in his bid all of the permanent and temporary utility
appurtenances in their present location or relocated positions, both as shown on the Plans, and that no additional
compensation will be allowed for any delays, inconvenience, or damage sustained by him due to any interference from said
utility appurtenances or the operation of moving them. Delays and interruptions to the controlling Item or Items of The Work
are covered in Subsection 107.21.G.
It shall be each utility owner's responsibility to plan with the Contractor a schedule of operations which will clearly set forth
at which stage of the Contractor's operations the utility owner will be required to perform his removal and relocation work.
105.07 Cooperation Between Contractors
The Department reserves the right at any time to Contract for and perform other or additional work on or near The Work
covered by the Contract.
When separate Contracts are let within the limits of any one Project, each contractor shall conduct his work so as not to
interfere with or hinder the progress or completion of The Work being performed by other Contractors. Contractors working
on the same Project shall cooperate with each other.
Each Contractor involved shall assume all liability, financial or otherwise, in connection with his Contract and shall protect
and save harmless the Department from any and all damages or claims that may arise because of inconvenience, delay, or
loss experienced by him because of the presence and operations of other Contractors working within the limits of the same
Project.
The Contractor shall arrange his work and shall place and dispose of the materials being used so as not to interfere with the
operations of the other contractors within the limits of the same Project_ He shall join his work with that ofthe others in an
acceptable manner and shall perform it in proper sequence to that of the others. At the request of the Structure Contractor, the
Engineer will designate an area within the right-of-way, adjacent to each structure, to be reserved for use by the Structure
Contractor for Storage of Equipment and Materials necessary to construct the particular structure. So long as he occupies this
area, the Structure Contractor shall be responsible for its maintenance. The Structure Contractor must relinquish this area,
however, as it becomes practical to utilize completed portions of the structure.
105.08 Construction Stakes, Lines and Grades
(Subsection 105.08 Omitted)
105.09 Authority and Duties of the Resident Engineer
The Resident Engineer, regardless of his administrative title, is the Engineer designated by the Department to be the direct
representative of the Chief Engineer. The Resident Engineer has immediate charge of the engineering details of each
construction Project, and is responsible for the administration and construction of the Project. Such administration includes
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Section 105—Control of Work
the designation of subordinates to represent him and make routine decisions. The Resident Engineer has the authority to
reject defective material and to suspend any work that is being improperly performed.
105.10 Duties of the Inspector
Inspectors employed by the Department are authorized to inspect all work done and materials furnished. Such inspection may
extend to all or any part of The Work and to the preparation, fabrication, or manufacture of the materials to be used. The
Inspector will not be authorized to alter or waive the provisions of the Contract. The Inspector will not be authorized to issue
instructions contrary to the Plans and Specifications or to act as foreman for the Contractor.
105.11 Inspection of the Work
All materials and each part of the detail of The Work shall be subject to inspection by the Engineer.
The Engineer shall be allowed access to all parts of The Work and shall be furnished with such information and assistance by
the Contractor as is required to make a complete and detailed Inspection.
Upon the Engineer's request, the Contractor, at any time before acceptance of The Work, shall remove or uncover such
portions of the finished work as may be directed. After examination, the Contractor shall restore said portions of The Work to
the standard required by the Specifications. Should The Work thus exposed or examined prove acceptable, the uncovering or
removing and the replacing of the covering or making good of the parts removed will be paid for as Extra Work; but should
the work so exposed or examined prove unacceptable, the uncovering, or removing and the replacing of the covering or
making good of the parts removed will be at the Contractor's expense.
Any work done or materials used without supervision or inspection by an authorized Department representative may be
ordered removed and replaced at the Contractor's expense, unless the Department representative failed to inspect after having
been given reasonable notice in writing that The Work was to be performed.
When any unit of government or political subdivision or any railroad corporation is to pay a portion of the cost of The Work
covered by the Contract, its respective representatives shall have the right to inspect The Work. Such inspection shall in no
sense make any unit of government or political subdivision or any railroad corporation a party to the Contract and shall in no
way interfere with the rights of either party hereunder.
105.12 Removal of Unacceptable and Unauthorized Work
All work that does not conform to the requirements of the Contract will be considered unacceptable unless otherwise
determined acceptable under the provisions in Subsection 105.03.
Unacceptable work, whether the result of poor workmanship, use of defective materials, damage through carelessness, or any
other cause found to exist prior to the Final Acceptance of The Work, shall be removed immediately and replaced in an
acceptable manner.
Except as elsewhere noted, no work shall be done without lines and grades having been given by the Engineer. Work done
contrary to the instructions of the Engineer, work done beyond the lines shown on the Plans or as given, except as herein
specified, or any Extra Work done without authority will be considered as unauthorized and will not be paid for under the
provisions of the Contract. Work so done may be ordered removed or replaced at the Contractor's expense.
Upon failure on the part of the Contractor to comply forthwith with any order of the Engineer made under the provisions of
this section, the Engineer will have authority to cause unacceptable work to be remedied or removed and replaced and to
cause unauthorized work to be removed, and to deduct the costs from any monies due or to become due the Contractor.
105.13 Claims for Adjustments and Disputes
Whenever the Contractor believes that it is or will be entitled to additional compensation, whether due to delay, extra work,
breach of contract, or other causes, the Contractor shall follow the procedures set forth in this Sub -Section.
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Section 105—Control of Work
A. Claims For Acceleration
The Department shall have no liability for any constructive acceleration. If the Department gives express written
direction for the Contractor to accelerate its effort, then both parties shall execute a Supplemental Agreement as provided
in Subsection 104.03.
B. Claims For Delay and All Other Claims Except Acceleration
1. The Department shall have no liability for damages beyond those items which are specifically payable under this
Sub -Section.
2. The Department will be liable only for those delay damages caused by or arising from acts or omissions on the part
of the Department which violate legal or contractual duties owed to the Contractor by the Department. The
Contractor assumes the risk of damages from all other causes of delay.
3. The parties recognize that delays caused by or arising from right of way problems, defects in plans or design,
redesign, changes in the Work by the Department, the actions of suppliers or other Contractors, the shop -drawing
approval process, injunctions, court orders and other such events, forces or factors are commonly experienced in
highway construction work. Such delays shall not constitute breaches of the Contract. However, such delays may
constitute a basis for a claim for delay damages, if found to be in accordance with Subsection 105.13.13.2 above and
other provisions of the Contract, and/or a request for a time extension.
4. The term "delay" shall be deemed to mean any event, action, force or factor which extends the Contractor's time of
performance. This Subsection is intended to cover all such events, actions, forces or factors, whether they be styled
"delay," "disruption," "interference," "impedance," "hindrance", "impact" or otherwise.
5. Compliance with the provisions of this Subsection will be an essential condition precedent to any recovery of
damages by the Contractor.
6. The following items, and only the following items, may be recoverable by the Contractor as "damages:
a. Additional direct hourly rates paid to employees for job site labor, including payroll taxes, welfare, insurance,
benefits and all other labor burdens.
b. Documented additional costs for materials.
c. Additional equipment costs, as determined in accordance with this Sub -Section.
d. Dncumented mets of extended joh_eite—erhead_ (Not applieal+le £or elnirns other than delay elaims.)
e. An additional 15 percent of the total of Subsections 105.13.13.6. a, b, c and d, which sum includes home office
overhead and profit.
f. Bond costs.
g. Subcontractor costs, as determined by, and limited to, those items identified as payable under Subsection
105.13.13.6. a, b, c, d, e, and f.
7. For purposes of computing additional equipment costs, rates used shall be based on the Contractor's actual
experienced cost for each piece of equipment. These rates shall be supported by equipment cost records furnished by
the Contractor. In no case will equipment rates be allowed in excess of those determined utilizing the "Rental Rate
Blue Book," with the appropriate adjustments noted in Subsection 109.05.
8. The parties agree that, in any claim for damages, the Department will have no liability for the following items of
damages or expense:
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Section 105—Control of Work
a. Profit, in excess of that provided herein.
b. Loss of profit.
c. Labor inefficiencies, except as allowed under Subsection 105.13.B.6.a.
d. Home office overhead in excess of that provided herein.
e. Consequential damages, including but not limited to loss of bonding capacity, loss of bidding opportunities and
insolvency.
f. Indirect costs or expenses of any nature.
g. Attorneys fees, claims preparation expenses, or costs of litigation.
h. Interest of any nature.
NOTICE OF POTENTIAL CLAIM: In any case in which the Contractor believes that it will be entitled to additional
compensation, the Contractor shall notify the Engineer in writing of its intent to claim such additional compensation.
Such notice shall be given in order that the Department can assess the situation, make an initial determination as to
who is responsible, and institute appropriate changes or procedures to resolve the matter.
a. Claims for Delay - The Department shall have no liability for any delay which occurred more than one week
prior to the filing of such written notice. Failure of the Contractor to give such written notice in a timely
fashion will be grounds for denial of the claim.
b. All Other Claims Except Acceleration and Delay - If the Contractor does not file such written notice before
beginning the work out of which such claim arises, then the Contractor hereby agrees that it shall have waived
any additional compensation for that work and the Contractor shall have no claim thereto.
10. RECORDS: After filing a "Notice of Potential Claim", the Contractor shall keep daily records of all labor,
material, and equipment costs incurred for operations affected. These daily records shall identify each operation
affected and the specific locations where work is affected. The Department will also keep records of all labor,
material, and equipment used on operations affected. At the time and place, as designated by the Engineer, on
Monday, or the first work day, of each week following the date of filing a "Notice of Potential Claim", the
Contractor shall meet with the Department's representative and present the daily records for the preceding week. If
the Contractors records indicate costs greater than those kept by the Department, the Department will present its
records to the Contractor. The Contractor shall notify the Engineer in writing within three (3) work days of any
inaccuracies noted in, or disagreements with, the Department's records. Refusal or repeated failure by the Contractor
to attend these weekly meetings and present its records will constitute a waiver by the Contractor of any objections
as to the accuracy of the Department's records. When the Contractor makes an objection as to the accuracy of the
Department's records, the Engineer shall review the matter, and correct any inaccuracies he finds in the Department's
records. For purposes of computing damages, the Department's records will control.
In the event the Contractor wishes to contest the accuracy of the Department's records, it may file a petition pursuant
to Rule 672-1-.05 of the Official Rules and Regulations of the Department of Transportation. The decision of the
Engineer, or, if contested, the decision of the Agency, will be final and binding upon the parties as to any objections
to the accuracy of the Department's records, subject to the Contractor's right to judicial review under O.C.G.A.
Section 50-13-19.
11. On a weekly basis after filing a "Notice of Potential Claim" for delay damages, the Contractor shall prepare and
submit to the Engineer written reports providing the following information:
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Section 105 --Control of Work
a. Potential effect to the schedule caused by the delay.
b. Identification of all operations that have been delayed, or are to be delayed.
c. Explanation of how the Department's act or omission delayed each operation, and estimation of how much time
is required to complete the project.
d. Itemization of all extra costs being incurred, including:
1) An explanation as to how those extra costs relate to the delay and how they are being calculated and
measured.
2) Identification of all project employees for whom costs are being compiled.
3) Identification of all manufacturer's numbers of all items of equipment for which costs are being compiled.
C. Required Contents of Claims
All claims shall be submitted in writing, and shall be sufficient in detail to enable the Engineer to ascertain the basis and
the amount of each claim. The claim submission shall include six (6) copies. All information submitted to the
Department under this Subsection will be used exclusively for analyzing the claim, resolving the claim or any litigation
which might arise from the claim. At a minimum, the following information shall be provided:
1. A description of the operations that were delayed, the reasons for the delay, how they were delayed, including the
report of all scheduling experts or other consultants, if any. (Not applicable for claims other than delay claims)
2. An as -built chart, CPM scheme or other diagram depicting in graphic form how the operations were adversely
affected. (Not applicable for claims other than delay claims except where an extension of time is sought)
3. A detailed factual statement of the claim providing all necessary dates, locations and items of work affected by the
claim.
4. The date on which actions resulting in the claim occurred or conditions resulting in the claim became evident.
5. A copy of the "Notice of Potential Claim" filed for the specific claim by the Contractor.
6. The name, function, and activity of each Department official, or employee, involved in, or knowledgeable about
facts that gave rise to such claim.
7. The name, function, and activity of each Contractor or Subcontractor official, or employee, involved in, or
knowledgeable about facts that gave rise to such claim.
8. The identification of any pertinent documents, and the substance of any material oral communication relating to
such claim.
9. A statement as to whether the additional compensation or extension of time sought is based on the provisions of the
Contract or an alleged breach of Contract.
10. The specific provisions of the Contract which support the claim, and a statement of the reasons why such provisions
support the claim.
11. The amount of additional compensation sought and a break -down of that amount into the categories specified as
payable under Subsection 105.13.B.6. above.
12. If an extension of time is also sought, the specific days for which it is sought and the basis for such request.
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Section 105—Control of Work
D. Required Certification of Claims
When submitting the claim, the Contractor shall certify in writing, under oath in accordance with the formalities required
by Georgia law, as to the following:
1. That the claim is made in good faith.
2. That supportive data are accurate and complete to the Contractor's best knowledge and belief that the amount of the
claim accurately reflects what the Contractor in good faith believes to be the Department's liability.
The Contractor shall use the CERTIFICATE OF CLAIM form, which can be obtained from the Department, in
complying with these requirements.
E. Auditing of Claims
All claims filed against the Department shall be subject to audit at any time following the filing of such claim, whether or
not such claim is part of a suit pending in the courts of this State. The audit may be performed by employees of the
Department or by an independent auditor on behalf of the Department. The audit may begin on ten days notice to the
Contractor, Subcontractor, or Supplier. The Contractor, Subcontractor, or Supplier shall make a good faith effort to
cooperate with the auditors. Failure to cooperate with the auditor shall constitute a waiver by the Contractor of the
claim in its entirety. Failure of the Contractor, Subcontractor, or Supplier to maintain and retain sufficient records to
allow the Department's auditor to verify the claim shall constitute a waiver of that portion of such claim that cannot be
verified and shall bar recovery thereunder. If the claim is part of a suit pending in a court of this state or if the claim
becomes a part of a suit in a court of this state, the questions of whether the Contractor has cooperated with the auditor or
failed to maintain and retain sufficient records to allow the auditor to verify the claim shall be questions for
determination by the judge without the assistance of a jury.
Without limiting the generality of the foregoing, and as a minimum, the auditors shall have available to them the
following documents:
1. Daily time sheets and foreman's daily reports.
2. Project payroll register.
3. Profit and loss statements for the Project.
4. Payroll tax returns.
5. Material invoices, purchase orders, and all material and supply acquisition contracts for the Proiect,
6. Material cost distribution worksheet for the Project.
7. Equipment records (list of company equipment, rates, etc.)
8. Vendor rental agreements, and subcontractor invoices.
9. Subcontractor payment certificates.
10. Canceled checks (payroll and vendors) for the Project.
11. Job cost report for the Project.
12. Job payroll ledger for the Project.
13. General ledger, general journal, (if used) and all subsidiary ledgers and journals together with all supporting
documentation pertinent to entries made in these ledgers and journals.
Page 8
Section 105 --Control of Work
14. Cash Disbursements journal for the Project.
15. Certified financial statements for all years reflecting the operations on this project.
16. Depreciation records on all company equipment whether such records are maintained by the company involved, its
accountant, or others.
17. If a source other than depreciation records is used to develop costs for the Contractor's internal purposes in
establishing the actual cost of owning and operating equipment, all such other source documents.
18. All documents which relate to each and every claim together with all documents which support the amount of
damages as to each claim.
19. Worksheets used to prepare the claim establishing the cost components for items of the claim including, but not
limited to, labor, benefits and insurance, materials, equipment, subcontractors, and all documents which establish the
time periods, individuals involved, the hours and the rates for the individuals.
F. Mediation
After compliance by the Contractor with parts B., C., D. and E. of Subsection 105.13 and if the Contractor's claim has
been disallowed in whole or in part, then the Contractor may, within 30 calendar days from receipt of the ruling of the
Engineer, make a written request to the Engineer that the claim or claims be referred to mediation.
If requested in accordance with this specification, mediation shall be granted by the Department. In which case, within
30 days of receipt by the Department of the Contractor's request for mediation, the Contractor and the Department will
meet to select a mediator. The mediator will then schedule the mediation at a place, time, and earliest date agreeable to
the Contractor and the Department.
The Contractor and the Department mutually agree that mediation shall be a condition precedent to the filing of any
lawsuit concerning claims or alleged breaches of the Contract. The costs and expenses of the mediator, selected by
mutual agreement of the parties, will be divided equally between the Department and the Contractor. Each parry to the
mediation shall bear its own costs of preparing for and participating in the mediation.
G. Remedies Exclusive
In the event any legal action is instituted against the Department by the Contractor on account of any claim for additional
compensation, whether on account of delay, acceleration, breach of contract, claimed extra work, or otherwise, the
Contractor agrees that the Department's liability will be limited to those items which are specifically identified as
payable in this Sub -Section.
105.14 Maintenance During Construction
The Contractor shall maintain the project during construction and until the Project is accepted. This maintenance shall
constitute the continuous and effective work prosecuted day by day, with adequate equipment and forces to the end that all
areas of the project are kept in satisfactory condition at all times.
The Contractor's area of responsibility for maintenance is confined to the physical construction limits plus any areas affected
by the Contractor's activities. Once maintenance acceptance or final acceptance has been made, the Contractor is no longer
responsible for damage to The Work other than that attributable to the Contractor's actions or inadequate construction.
In case of separate contracts, each Contractor shall be responsible for any damage to the completed work of others caused by
his actions or negligence. Where the work of one Contractor has been accepted by the Department, the Contractor performing
subsequent work in the area shall be responsible for the maintenance and protection of all work previously completed.
If separate bridge contracts are let within the limits of a Roadway Project and the Bridge Contractor completes his Contract
before the Roadway Contractor, the Bridge Contract may be accepted and the Roadway Contractor will be responsible for
maintenance of the new bridge until it is opened to traffic. if the Roadway Contractor hauls materials across the bridge the
Page 9
Section 105—Control of Work
Roadway Contractor shall protect the endposts, deck surface, deck edges, joints, and all other vulnerable features of the
bridge by use of adequate timber or earth cushions as directed by the Engineer. The Roadway Contractor shall repair all
damage caused by such use, including resealing of joints and rerubbing of finish at his own expense.
All cost of maintenance work during construction and before the Project is accepted shall be included in the Unit Prices Bid
on the various Pay Items and the Contractor will not be paid an additional amount for such work except as provided in
Subsection 104.05.B.
The Contractor shall not allow vegetative growth at any time to obstruct signs, delineation, traffic movements, or sight
distance. The Contractor shall at intervals not to exceed six months, clean up and remove litter and debris; remove weeds
from around guardrail, barrier, poles, standards, utility facilities, and other structures; and cut or trim trees, bushes or tall
grass. These requirements shall apply to all areas within the project termini and lateral limits.
105.15 Failure to Maintain Roadway or Structures
If at any time, the Contractor fails to comply with the provisions of Subsection 105.14, the Engineer will immediately notify
the Contractor of such noncompliance. If the Contractor fails to remedy the unsatisfactory maintenance within 48 hours after
receipt of such notice, the Engineer may immediately proceed to maintain The Work, and the entire cost of this maintenance
will be deducted from monies due or to become due the Contractor under the Contract. As an alternative to the Engineer's
maintaining the Work, all the Items and quantities of work done, but not properly maintained, may be deducted from the
current progress estimate, even if such Items have been paid for in a previous estimate.
105.16 Final Inspection and Acceptance
Upon due written notice from the Contractor of substantial completion of the entire Project, the Engineer will determine if
the Project is ready for a Final inspection. The Engineer will have the final decision on when the Project is substantially
complete and thereby ready for a Final Inspection. If the Engineer finds the Project substantially complete the Engineer wil I
schedule the Final Inspection. If all construction provided for and contemplated by the Contract is found completed to the
Engineer's satisfaction and all documents required in connection with the Project have been submitted by the Contractor, the
Engineer will make the Final Acceptance and notify the Contractor in writing of this acceptance.
If, however, the Final Inspection discloses any work, in whole or part, as being unsatisfactory, the Engineer will provide the
Contractor with a written punch -list that includes the necessary instructions for correction of same. The punch -list will also
include any remaining work to be completed and any final reports and other documentation required to be submitted by the
Contractor. The Contractor shall immediately comply with and execute such instructions. When all construction provided for
and contemplated by the Contract is found completed to the Engineer's satisfaction, including submission of any required
documentation, the Engineer will make the Final Acceptance and notify the Contractor in writing of this acceptance.
W6o., tho C—t—t-, 6,.- f*.-:>h.d a —j— p- t.-- -f th- C-.,t—t, th- __., —.1—t that - :.,sP«t:o., h -
made. At the discretion of the Engineer, who shall be sole judge as to making the inspection, if the work is satisfactory, as
described in the first paragraph of this Section, that portion of the Contract may be accepted, opened to traffic, if not already
carrying traffic, and the Contractor relieved of the maintenance obligations as described elsewhere in these Specifications.
Such partial acceptance shall in no way relieve the Contractor of responsibility for satisfactory completion of the Contract, or
for failure of any portion of the accepted work prior to Final Acceptance of the Project.
Page 10
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 28, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Proclamation Recognizing 2020 Breast Cancer Awareness
Month
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
October 5, 2020
X
X
2020 National Breast Cancer Awareness Month
WHEREAS, October is National Breast Cancer Awareness Month; and
WHEREAS, breast cancer is the second most common cancer among women, after
skin cancer; and
WHEREAS, one in eight women will be diagnosed with breast cancer at some point in
their life; and
WHEREAS, over 276,480 women and approximately 2,620 men will likely be diagnosed
with breast cancer in 2020 and about 42,170 women and 520 men will die
from the disease; and
WHEREAS, in 2020, there are more than 3.5 million women with a history of breast
cancer in the United States. This includes women currently being treated
and women who have finished treatment; and
WHEREAS, every woman is at risk for breast cancer even if she has no family history or
other risk factors of the disease; and
WHEREAS, the percentage of survivors because of the efforts of various organizations
have made regular contributions to spreading breast cancer awareness
through outreach education and screening programs, and, have
empowered women with the life-saving message of early detection and
the importance of having annual mammograms.
NOW, THEREFORE, we, the Mayor and City Council of the City of Milton, Georgia hereby
dedicate and proclaim October as NATIONAL BREAST CANCER AWARENESS MONTH 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 5th day of October
2020.
______________________
Joe Lockwood, Mayor
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 29, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Consideration of an Ordinance to Amend Chapter 4 –
Section 105 – Hours and Days of Sale of the Alcoholic
Beverages of the Code of the City of Milton
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
X
X
X
October 5, 2020
To: Honorable Mayor and City Council Members
From: Sarah LaDart, Economic Development Manager
Date: Submitted on September 15, 2020 for First Presentation on the
September 21, 2020 Regular City Council Meeting and Unfinished
Business on the October 5, 2020 Regular City Council Meeting
Agenda Item: Consideration of an Ordinance to Amend Chapter 4 – Section 105.
– Hours and Days of Sales, of the Alcoholic Beverages of the Code
of the City of Milton, Georgia.
_____________________________________________________________________________________
Department Recommendation: Approval
Executive Summary:
The State of Georgia recently amended the Hours and Procedures for Approving
Sunday Package and On-Premise Alcohol Sales of Beer, Wine, and Distilled Spirits. We
currently allow the package sales of alcoholic beverages on Sunday from 12:30 p.m. to
11:30 p.m. on Sunday. Per the State’s amendments, we may now allow for extending
the hours from 11:00 a.m. until midnight for off premise consumption sales merely by the
passage of an ordinance. There is no need to pass a second referendum, as a
referendum for consumption on the premises for Sunday sales starting at 11:00 a.m. has
already been approved by our voters. For more information on the State’s Bill and
everything it covers click here.
The attached amendment for consideration alters the times to mirror the State’s
extended hours.
Funding and Fiscal Impact:
Potential increase in revenue as we create new opportunities for businesses in Milton.
Alternatives:
None.
Legal Review:
Paul Frickey, Jarrard & Davis – September 15, 2020
Concurrent Review:
Steve Krokoff, City Manager
Attachment(s):
Chapter 4-105 Clean
Chapter 4-105 Red-line
Sec. 4-105 – Hours and Days of Sale
Alcoholic beverages shall only be permitted during the following hours and days of the
week, as indicated for each respective license type:
(a) Retail package beer and/or wine (off-premise consumption): Monday through
Saturday 7:00 a.m. to 12:00 midnight. Sundays between the hours of 12:30
p.m. and 11:30 p.m. 11:00am and midnight with a valid Sunday Sales License.
(b) Retail package liquor or distilled spirits (off-premise consumption): Monday
through Saturday 8:00 a.m. to 11:45 pm. Sundays between the hours of 12:30
p.m. and 11:30 p.m. 11:00am and midnight with a valid Sunday Sales License.
(c) Eating establishments, restaurants and other on -premise licenses not
specifically designated in this section: Monday through Saturday, from 9:00
a.m. until 2:00 a.m. of the following day. Sunday from 11:00 a.m. until 2:00
a.m. of the following day; provided, however, any licensed establishment
which serves alcohol on Sunday shall meet the minimum food sales
requirements set forth under state law and possess a valid Sunday Sales
License.
(d) Ancillary license and/or BYOB license. Monday through Saturday, from 9:00
a.m. until 1 hour before closing but no later than 1 a.m.
(e) Incidental License, Limited Tap License, Craft Beer and/or Wine Market,
Growler/Crowler Shops. Monday through Saturday from 9:00 a.m. until 10:00
p.m.
(f) Farm Winery Tasting License. Monday through Saturday, from 9:00 a.m. until
10:00 p.m. Sunday from 12:30 p.m. until 10:00 p.m.
(g) Wholesalers. Monday through Saturday: 7:00 a.m. and 6:00 p.m. There shall
be no sales of alcoholic beverages on Sunday by wholesalers.
Unless otherwise provided for in this Chapter, licensed premises shall close their
premises to the public and clear the premises of patrons within 30 minutes after the time
set in this Section for discontinuance of the sale of alcoholic beverages on the premises.
The licensed business shall open its business each day it is open by not later than 5:00
p.m. This Section shall not apply to Private Clubs.
Sec. 4-105 – Hours and Days of Sale
Alcoholic beverages shall only be permitted during the following hours and days of the
week, as indicated for each respective license type:
(a) Retail package beer and/or wine (off-premise consumption): Monday through
Saturday 7:00 a.m. to 12:00 midnight. Sundays between the hours of 11:00am
and midnight with a valid Sunday Sales License.
(b) Retail package liquor or distilled spirits (off -premise consumption): Monday
through Saturday 8:00 a.m. to 11:45 pm. Sundays between the hours of
11:00am and midnight with a valid Sunday Sales License.
(c) Eating establishments, restaurants and other on -premise licenses not
specifically designated in this section: Monday through Saturday, from 9:00
a.m. until 2:00 a.m. of the following day. Sunday from 11:00 a.m. until 2:00
a.m. of the following day; provided, however, any licensed establishment
which serves alcohol on Sunday shall meet the minimum food sales
requirements set forth under state law and possess a valid Sunday Sales
License.
(d) Ancillary license and/or BYOB license. Monday through Saturday, from 9:00
a.m. until 1 hour before closing but no later than 1 a.m.
(e) Incidental License, Limited Tap License, Craft Beer and/or Wine Market,
Growler/Crowler Shops. Monday through Saturday from 9:00 a.m. until 10:00
p.m.
(f) Farm Winery Tasting License. Monday through Saturday, from 9:00 a.m. until
10:00 p.m. Sunday from 12:30 p.m. until 10:00 p.m.
(g) Wholesalers. Monday through Saturday: 7:00 a.m. and 6:00 p.m. There shall
be no sales of alcoholic beverages on Sunday by wholesalers.
Unless otherwise provided for in this Chapter, licensed premises shall close their
premises to the public and clear the premises of patrons within 30 minutes after the time
set in this Section for discontinuance of the sale of alcoholic beverages on the premises.
The licensed business shall open its business each day it is open by not later than 5:00
p.m. This Section shall not apply to Private Clubs.
STATE OF GEORGIA ORDINANCE____
COUNTY OF FULTON
AN ORDINANCE TO AMEND SECTION 105 – HOURS AND DAYS OF SALE OF
CHAPTER 4 – ALCOHOLIC BEVERAGES, OF THE CODE OF THE CITY OF MILTON,
GEORGIA
BE IT ORDAINED by the City Council of the City of Milton, GA while in a regularly called
council meeting on October 5, 2020 at 6:00 p.m. as follows:
SECTION 1. That the amendment of Chapter 4 - Section 105, of the Code of
the City of Milton, Georgia is hereby adopted and approved; and is attached
hereto as if fully set forth herein, and;
SECTION 2. All ordinances, parts of ordinances, or regulations in conflict herewith
are repealed.
SECTION 3. That this Ordinance shall become effective upon its adoption.
ORDAINED this the 5th day of October 2020.
____________________________________
Joe Lockwood, Mayor
Attest:
___________________________
Sudie AM Gordon, City Clerk
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: October 1, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Consideration of An Amended Emergency Ordinance of the
Mayor and Council of the City of Milton, Georgia under
Section 3.18 of the Charter of the City of Milton, Georgia to
Provide the Operation of the City of Milton, Georgia During
the Public Emergency known as the Novel Coronavirus
Disease 2019 Global Pandemic; to Become Effective Upon
Adoption by the Council; to Supersede the Existing
Emergency Ordinance; and for Other Purposes
MEETING DATE: Monday, October 5 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
October 5, 2020
X
X
X
X
1
STATE OF GEORGIA ORDINANCE NO.
COUNTY OF FULTON
AN AMENDED EMERGENCY ORDINANCE OF THE MAYOR AND
COUNCIL OF THE CITY OF MILTON, GEORGIA UNDER SECTION 3.18
OF THE CHARTER OF THE CITY OF MILTON, GEORGIA TO PROVIDE
FOR THE OPERATION OF THE CITY OF MILTON, GEORGIA DURING
THE PUBLIC EMERGENCY KNOWN AS THE NOVEL CORONAVIRUS
DISEASE 2019 GLOBAL PANDEMIC; TO BECOME E FFECTIVE UPON
ADOPTION BY THE COUNCIL; TO SUPERSEDE THE EXISTING
EMERGENCY ORDINANCE; AND FOR OTHER PURPOSES
WHEREAS, the Mayor and Council of the City of Milton, Georgia are
charged with the protection of the public health, safety, and welfare of the citizens
of the City of Milton, Georgia; and
WHEREAS, Section 3.18 of the Charter of the City of Milton, Georgia
empowers the Mayor and City Council to adopt an emergency ordinance to meet a
public emergency affecting life, health, property, or public pea ce; and
WHEREAS, the novel coronavirus disease 2019 (“COVID-19”) global
pandemic is a public emergency affecting and threatening life, health, property, and
public peace; and
WHEREAS, on March 13, 2020, the President Donald Trump declared a
national emergency due to COVID -19; and
WHEREAS, on March 14, 2020, Governor Brian Kemp declared a statewide
emergency in Georgia, describing COVID-19, and the corresponding pandemic, as
a public health emergency; and
WHEREAS, the Governor’s declaration has been repeatedly extended;
WHEREAS, the Governor’s declaration of statewide emergency is currently
set to expire on November 9, 2020; and
WHEREAS, on March 16, 2020, the Mayor and City Council for the City of
Milton declared via Emergency Ordinance that an emergency exists in the City of
Milton based on COVID-19; and
2
WHEREAS, the City of Milton’s Emergency Ordinance has been renewed
on several occasions, with the most recently adopted version of the Ordinance having
been extended through and including October 10, 2020;
WHEREAS, it is the intention of the City of Milton to readopt and reinstitute
the Emergency Ordinance effective October 10, 2020 and extending through
November 9, 2020;
WHEREAS, the Mayor and City Council continue to find that a state of local
emergency exists in Milton, due to COVID19;
WHEREAS, pursuant to the powers conferred by the City of Milton’s various
Emergency Ordinances, as well as those powers conferred by Section 18 -25 of the
Milton Code, the Mayor has issued various emergency declarations for the purpose
of mitigating the impact of COVID19 on the citizens and businesses of Milton; and
WHEREAS, the City Council has an interest in extending the declared state
of local emergency and further extending Mayoral declarations to run coterminous
with the period of declared local emergency.
NOW THEREFORE, THE MAYOR AND COUNCIL FOR THE CITY OF
MILTON HEREBY ORDAIN AS FOLLOWS:
SECTION 1. That the WHEREAS and Preamble sections, above, are hereby
incorporated verbatim herein and the factual statements and findings are hereby
ratified and affirmed;
SECTION 2. That the Declaration of Emergency set forth in the March 20,
2020 Emergency Ordinance and the associated Proclamation of the Mayor declaring
a local emergency due to COVID19, as those have been renewed and extended, are
hereby further renewed and extended from October 10, 2020 until 11:59 p.m. on
November 9, 2020;
SECTION 3. That Sections 2, 3, 4, and 7 of the March 20, 2020 Emergency
Ordinance are renewed and extended;
SECTION 4. That Section 6 of the March 20, 2020 Emergency Ordinance,
and any amendments thereto, are hereby stricken in their entirety;
3
SECTION 5. That the following Mayoral Declarations are hereby extended
to run coterminous with the term of this Emergency Ordinance:
• March 20, 2020 Declaration – allowing “to go” malt beverage and wine alcohol
sales for restaurants having a consumption on the premise license;
• March 23, 2020 Declaration – allowing restaurants and retail to place certain
additional temporary signage;
SECTION 6. That the City of Milton’s Reopening Plan was approved on May
18, 2020 and continues in full force and effect.
SECTION 7. That during the term of this Emergency Ordinance City staff
are empowered to unilaterally modify those internal City Council rules with respect
to how the public may interact with the Council, to ensure that during the term of
this Emergency Ordinance, citizens are provided enhanced flexibility on engag ing
with the Council. By way of example, only, this many mean that citizens may email
questions or comments to the Council and those be read into the record – even if the
citizen is not in physical attendance at the Council meeting.
SECTION 8. This New Emergency Ordinance shall become effective and
operational commenc ing October 10, 2020 and shall expire at 11:59 p.m. on
November 9, 2020, and may be reenacted, extended, terminated, or amended upon
affirmative action taken at a meeting of the City Council called by the Mayor or two
(2) councilmembers of the City Council.
SO ORDAINED this 5th day of October 2020 by the Mayor and Council of
the City of Milton, Georgia.
THE CITY OF MILTON, GEORGIA
______________________________
Joe Lockwood, Mayor
Attest:
____________________________
Sudie AM Gordon, City Clerk
CITY COUNCIL AGENDA ITEM
TO: City Council DATE: September 30, 2020
FROM: Steven Krokoff, City Manager
AGENDA ITEM: Consideration of an Updated Agreement and
Certification Statement with Fulton County for Coronavirus
Aid, Relief, and Economic Security (CARES) Act Funding.
MEETING DATE: Monday, October 5, 2020 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 CITY ATTORNEY ___ APPROVED ___ NOT APPROVED
PLACED ON AGENDA FOR: __________
X
X
October 5, 2020
X
X
To: Honorable Mayor and City Council Members
From: Matt Marietta, Emergency Manager
Date: Submitted on September 23rd, 2020, for the October 5th, 2020
Regular Council Meeting
Agenda Item: Consideration of an Updated Agreement and Certification
Statement with Fulton County for Coronavirus Aid, Relief, and
Economic Security (CARES) Act Funding
_____________________________________________________________________________________
Department Recommendation: Approve the Memorandum of Understanding and the
Intergovernmental Agreement (IGA) with Fulton County for Additional CARES Act relief
funds.
Executive Summary: The Coronavirus Aid, Relief, and Economic Security (CARES) Act
was passed by Congress and signed into law on March 27th, 2020. Among other things,
this program provided funds to certain local governments to support their response to
and recovery from the disaster. Fulton County received an allocation from this
program. At their June 3rd, 2020 regular meeting, the County Commission voted to
allocate $2,500,000 to cities within their boundaries for assistance with COVID-19 related
expenses (except Atlanta, which got its own funds directly from the Federal
Government).
On September 16th, 2020, the Board of Commissioners voted to increase the available
funding and extend the performance period. Additionally, the US Department of the
Treasury has provided additional guidance to what is eligible for funding.
Milton has already applied for two allocations under the CARES Act grant through
Fulton County. This updated agreement will allow for additional funds and will
encompass additional categories of available funding. It has language that would
supersede the previous IGA.
Funding and Fiscal Impact: This is a reimbursement program for the City due to the
pandemic and will not cost us any money.
Alternatives: There are several additional recovery grants out there that we are
pursuing, including the US Fire Administration’s AFG grant and FEMA’s disaster grant.
Page 2 of 2
Legal Review:
Ken Jarrard, Jarrard & Davis, LLP (Reviewed on 9-23-2020)
Concurrent Review:
Steve Krokoff, City Manager
Attachment(s):
CARES Act Intergovernmental Agreement
INTERGOVERNMENTAL AGREEMENT
BETWEEN
FULTON COUNTY, GEORGIA AND
THE CITY OF MILTON, GEORGIA
FOR
THE C.A.R.E.S. ACT MUNICIPAL REIMBURSEMENT PROGRAM
THIS INTERGOVERNMENTAL AGREEMENT, (hereinafter referred to as “Agreement” or
“IGA”) between Fulton County, Georgia, (hereinafter referred to as the “County”), a political
subdivision of the State of Georgia, and the City of Milton, hereinafter referred to as “the
Municipality”), a non-profit corporation organized and existing in Fulton County under the laws of the
State of Georgia.
WITNESSETH THAT:
WHEREAS, on June 3, 2020, the Board of Commissioners of Fulton County (the “Board”)
created, a program through which Fulton County municipalities that are not eligible for direct
C.A.R.E.S. Act funding may be able to receive reimbursement for some of their eligible expenditures
incurred during the emergency created by COVID-19 to purchase goods, supplies and equipment; and
WHEREAS, this program is called the “C.A.R.E.S. Act Municipal Reimbursement Program”
and it was initially designed to provide up to $2,500,000 in reimbursement from Fulton County
C.A.R.E.S. Act funds to support the aforementioned cities for the C.A.R.E.S. Act eligible services,
projects and programs; and
WHEREAS, the Municipality indicated its desire to be reimbursed for some of its expenditures
during the emergency created by COVID-19 to purchase goods, supplies and equipment; and
WHEREAS, the Board has subsequently approved additional allotments of funds from the
County’s allotment of CARES Act Funding such that the total amount of the program is currently
Twenty Five Million Dollars ($25,000,000.00); and
WHEREAS, the Municipality entered into an initial MOU with the County regarding this
program on July 6 , 2020 pursuant to which the Municipality has already received some funding; and
WHEREAS, the Municipality desires to receive additional funds that have been made available
by the County on September 17, 2020 pursuant to the terms and conditions of this Agreement; and
WHEREAS, both the County and the Municipality have authorized the execution of this IGA
through appropriate Resolutions adopted by their respective governing bodies.
NOW THEREFORE, for and in consideration of the mutual covenants contained herein and
other good and valuable consideration received, the parties hereby agree as follows:
ARTICLE ONE: PURPOSE AND ELIGIBLE REIMBURSEMENTS
- 2 -
A. The C.A.R.E.S. Act Municipal Reimbursement Program (hereinafter referred to the “Program”)
B. is designed to support cities located within the County that are not eligible to receive
Coronavirus Aid, Relief, and Economic Security (C.A.R.E.S.) Act funding directly from the
U.S. Federal Government to mitigate the financial impact of COVID-19 on their cities.
C. Pursuant to this Program, the only costs eligible for consideration for reimbursement are:
1. Costs that are necessary expenditures incurred due to the public health emergency with
respect to the Coronavirus Disease 2019 (COVID–19);
2. Costs that were not accounted for in the budget most recently approved as of March 27,
2020 (the date of enactment of the CARES Act) for the State or government;
3. Costs that were incurred during the period that begins on March 1, 2020, and ends on
December 15, 2020; and
4. Costs that are approved by the County’s interpretation as satisfying the above criteria.
D. This IGA shall supersede, replace and serve as a substitution for the MOU entered into by the
County and the Municipality in full. Any provisions contained in the initial MOU entered into by the
parties that are inconsistent with those contained herein are hereby voided in their entirely.
ARTICLE TWO: REIMBURSEMENT PROCESS
A. The County shall make reimbursement for the eligible approved costs described in Article
One above based upon the review and approval of the same by the County’s Finance Department and
the County Manager. The amount of any reimbursement shall be limited by the amount allocated to
the Municipality based upon the ratio of its population to the population of other cities in the County
which did not receive a direct allocation of CARES Act funding. The Municipality is being viewed
under this program as a subgrantee of the CARES Act funds received by the County.
B. The County shall review and consider for reimbursement to the Municipality previously
incurred costs upon presentation of invoices and other supporting documentation demonstrating
payment for goods or services that have been previously paid for by the Municipality.
C. Such documentation shall include, but not be limited to copies of checks issued for payment,
time sheets, vendors’ and suppliers’ invoices or vouchers, and a description of the purpose of the
expenditure, etc.
D. This documentation, along with a written request for reimbursement and a statement of costs
incurred, and a Certification Statement that all of the requested expenses qualify as eligible COVID-19
expenses under the C.A.R.E.S. Act, shall be submitted to the attention of the County’s Director of
Finance. A minimum of two copies of the request and the Certification Statement shall be included
with the submission along with accompanying documentation supporting the eligible costs. The
County acknowledges receipt of a properly executed Certification Statement for the submittals
previously transmitted by the Municipality.
E. To be eligible for reimbursement, all invoices and supporting documentation must be presented
by December 21, 2020.
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F. Any unused funds allocated to a Municipality must be returned to the County with its December
21st submission.
ARTICLE THREE: ADVANCE ON PROGRAM FUNDS
The County shall advance each eligible Municipality up to thirty percent (30%) of its pro rata allocation
of the $25,000,000 Program funds, at the next regularly scheduled County check run, upon the receipt
of written confirmation of the Municipalities’ intent to participate in the expanded Program. These
funds must be used in accordance with the guidelines provided in Article One of this Agreement.
Documentation must be provided regarding the use of these funds in a form specified by the Fulton
County Finance Department. The advance will be offset against future requests for reimbursements
submitted by each Municipality. The amount of the advance along with the total amount to which the
Municipality is eligible to receive under this Program is described in Exhibit A
In no event will any Municipality receive more than its share of its total pro rata allocation. Any unused
advanced funds must be returned to the County on or before December 15, 2020.
ARTICLE FOUR: ADDITIONAL COVID-19 SUPPORT
As an additional part of the County’s effort to support its Municipalities, the County shall procure
Personal Protective Equipment (“PPE”) for Municipalities’ Emergency Management Services
Department based upon the County’s analysis of needs and availability of current PPE inventory up to
the Municipalities’ pro rata share of the $5 Million in inventory allocated for this purpose.
ARTICLE FIVE: COMMUNICATIONS
In an effort to improve communications with the eligible Municipalities, the County shall initiate or
continue the following actions:
A. Facilitate more communication with the Municipalities by having:
1. Monthly meetings with the Mayors of the eligible Municipalities and members of
the Board;
2. Weekly calls with Emergency Management Administrators and City coordinators;
and.
3. City Managers from the eligible Municipalities invited to participate in the weekly
calls with EMA/BOH and County Manager’s senior staff
B. Increase our existing reporting efforts to provide more transparency by:
1. Publishing via an open government platform any available data from nonprofit
partners relative to citizens served, along with the approximate costs;
2. Publishing testing level data on the residence of citizens tested that is permitted
due to HIPPA guidelines;
3. Sending the Mayors of eligible Municipalities information published on the
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County’s website pursuant to sections B 1 and B2 above, once it has been
summarized;
4. Sending a copy of the Board meeting Agenda and a copy of the verbatim minutes
from each meeting the meeting to the Mayors of eligible Municipalities; and
5. Sending a copy of the Covid-19 Update provided to the Board to the Mayor of
each Municipality.
ARTICLE SIX: TERM
A. The term of this Agreement shall be from the date the first reimbursement package was
submitted to the County through December 31, 2020.
B. The completion date of this Agreement shall not extend beyond December 31, 2020, unless
otherwise
extended in writing, terminated by mutual agreement, or by the County, or in accordance with other
terms and provisions contained herein. Any modifications to the term of the Agreement shall be
documented through an amendment process.
ARTICLE SEVEN: INDEMINFICATION
A. The Municipality shall indemnify the County for any liability associated with the Municipality’s
noncompliance with the federal guidelines surrounding the use of CARES Act funds and shall
reimburse the County for any expenditure subsequently deemed ineligible as a result of a federal or
state audit of the funds subgranted to the Municipality from the County pursuant to this Agreement or
the Program.
B. The indemnification provisions of this Agreement shall survive the termination or expiration of
this Agreement for any claims that may be filed after the termination date or expiration of this
Agreement, provided the claims are based upon actions that occurred during the performance of this
Agreement.
C. It is hereby stipulated and agreed between the parties that, should a court of competent
jurisdiction deem any indemnification obligation under this Agreement to be invalid, illegal or
unenforceable, the parties nonetheless agree that, with respect to any claim or action brought by a third-
party and arising out of the activities described in this Agreement or stemming from any matter arising
out of any act or omission by the Municipality in connection to the performance of this Agreement, that
the Municipality shall be liable for payment of that portion of any and all liability, costs, expenses,
demands, settlements, or judgments resulting from the actions or omissions of the Municipality’s own
agents, officers, contractors and employees.
ARTICLE 8- WAIVER AND RELEASE
As a material inducement for the County to enter into this Agreement and provide the consideration set
forth above, the Municipality irrevocably and unconditionally releases and forever discharges Fulton
County and each and all of its current and former employees, officers, agents, the Board of
Commissioners, any County department and/or department head, representatives, attorneys, insurers,
government subsidiary (collectively “Fulton County”) from any and all controversies, claims, demands,
promises, actions, suits, grievances, proceedings, complaints, charges, liabilities, damages, debts,
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allowances, bonuses, costs, expenses, attorneys’ fees, judgments (including those entered in the
lawsuit) and remedies of any type, relating to the receipt, use, and amount of any CARES Act funds,
including the release of any claims for punitive damages, declaratory relief, injunctive relief, mandamus
and other extraordinary remedies (individually and collectively “Other Claims”) that they and/or their
citizens, current and former employees, officers, agents, councils, department, department head,
representatives, attorneys, insurers, government subsidiary or any other representative, may h ave or
claim to have against Fulton County by reason of any matter, cause, act, or omission, from the beginning
of time until the date of execution of this Agreement, including, without limitation, those arising out of
or in connection with CARES Act funds received by or attributable to Fulton County. This release
applies to Other Claims that the Municipality knows about and those the Municipality may not know
about occurring or arising at any time on, or before the date of execution of this IGA and those that
may arise in the future related to this Program.
The Municipality hereby warrants that it has not filed any lawsuits, claims, causes of action or charges
against Fulton County and promises never to file a charge, lawsuit or other legal or administrat ive
proceeding with any court or government agency asserting a matter, claim or cause of action against
Fulton County regarding any claim or cause of action regarding CARES Act funds received by Fulton
County.
ARTICLE NINE: MISCELLANEOUS
A. INDEPENDENT SUBRECIPIENT STATUS
Nothing herein contained shall be deemed to create a relationship other than that of independent
subrecipient between the County and the Municipality. Under no circumstances shall the Municipality,
its principals, employees, subcontractors, associates, or agents be deemed employees, agents, partners,
successors, assigns, or legal representatives of the County except as specifically required herein.
B. ASSIGNMENT OF AGREEMENT
The Municipality shall not make any purported assignment of this Agreement or any part
thereof, or delegate the duties herewith without prior written consent of the County. Any attempted
assignment or delegation of duties by the Municipality without prior expressed written consent of the
County shall at the County’s sole option terminate this Agreement without any notice to the
Municipality of such termination. The Municipality binds itself, its successors, assigns, and legal
representatives of such other party in respect to all covenants, agreements and obligations contained
herein.
C. RECORDS AND REPORTS
1. Records
The Municipality shall maintain accounts and records, (including an annual Audit) personal property
and financial records, adequate to identify and account for all costs pertaining to this Agreement and
such other records as may be requested by the County to assure proper accounting for all funds. Said
records shall be made available for audit purposes to the County or any authorized representative
thereof, upon reasonable request and within three (3) days of said request.
2. Retention
The Municipality's records and accounts shall at all times meet or exceed the applicable requirements
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of federal, state, and local laws, rules, and regulations. The Municipality’s duty to retain records and
permit inspections and copying shall remain in force and effect even after the expiration or termination
of this Agreement.
D. INSPECTION OF FILES AND RECORDS
The County shall at all reasonable times have access to the pertinent offices and books and
records (including an annual Balance Sheet or Independent Audit) of the Municipality for inspection
of the activities performed and expenses incurred under this Agreement. The County may perform and
the Municipality shall be prepared to meet the requirements of, at least, one (1) audit per year.
E. CONFLICT OF INTEREST
No member, officer, or employee of the Municipality or its designee or agents, no member of
the governing body of the Municipality, and no other official of the Municipality who exercises or has
exercised any functions or responsibilities with respect to the C.A.R.E.S. Act funding program or who
is in a position to participate in a decision making process or gain inside information with regard to
such activities, may obtain a personal or financial interest or benefit in any Agreement, subcontract or
agreement with respect thereto, or the proceeds there under, either for themselves or for those with
whom they have family or business ties, during their tenure or f or one (1) year thereafter.
F. GOVERNING LAW AND NOTICE
1. This Agreement shall be governed in all respects, as to validity, construction, capacity,
and performance or otherwise, by the laws of the State of Georgia.
2. A waiver by either party of any breach or any provision, term, covenant or condition of
this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other
provision, term, covenant or condition.
3. The parties agree that each of the provisions included in this Agreement is separate,
distinct and severable from the other remaining provisions of this Agreement, and that the invalidity of
any agreement provision shall not affect the validity of any other provision of this agreement.
4. The parties agree that the terms of this Agreement include the entire Agreement between
the parties and as such, shall exclusively bind the parties. No other representations, either oral or
written, may be used to contradict the terms of this Agreement.
5. Any notices or communications required or permitted herein shall be sufficiently given
if sent by registered or certified mail, return receipt request, postage prepaid, hand delivery, email or
overnight delivery addressed as follows:
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As to the County:
Richard “Dick” Anderson
County Manager
141 Pryor Street, SW
10th Floor
Atlanta, GA 30303
With a concurrent copy to:
Patrise Perkins-Hooker
County Attorney
141 Pryor Street, S.W.
Suite 4038
Atlanta, Georgia 30303
As to the Municipality:
Joe Lockwood
Mayor
City of Milton
2006 Heritage Walk
Milton, GA 30004
With a concurrent copy to:
City Attorney
Ken Jarrard
222 Webb Street
Cumming, Georgia 30040
Alternatively, such other addressed as shall be furnished by such notice of the other party.
G. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall be an original, and all of
which shall constitute one and the same instrument.
IN WITNESS HEREOF, the parties hereunto have set their hands and seal.
MUNICIPALITY
____________________________________
Joe Lockwood, Mayor
City of Milton
FULTON COUNTY
____________________________________
Robert L. Pitts, Chairman
Fulton County Board of Commissioners
ATTEST
____________________________________
City Clerk
DATE:
____________________________________
ATTEST
____________________________________
Tanya Grier, Interim Clerk to the Commission
DATE:
____________________________________
APPROVED AS TO FORM
APPROVED AS TO FORM
___________________________________
Richard Carothers, City Attorney
____________________________________
Patrise Perkins-Hooker
County Attorney
9
EXHIBIT A
Pro Rata Allocation of CARES ACT MUNICIPAL REIMBURSEMENT FUNDS
$1,651,603
Amount of Advance $495,481
P:\Caprojects\Finance\CARES Act Municipal Reimbursement Program\City Of Milton\9.18.20 IGA With Municipalities For CARES FUND-
Milton.Docx