On Call - Storm Pipe Lining Services

CONTRACT AGREEMENT
RFP #26-187
ON CALL STORM PIPE LINING SERVICES
This Agreement made and entered into this __ day of _______, in the year 2____; by and between
The City of Johns Creek, Georgia, having its principal place of business at 11360 Lakefield Drive, Johns
Creek, Georgia 30097 and Contractor Name ("Contractor"), Address, City, State Zip.
WHEREAS, the City hereby contracts with Firm Name for the furnishing of professional services in
connection with the Project, for the furnishing of such services more particularly described herein in
consideration of these premises and of the mutual covenants herein set forth. By executing this Agreement,
the Contractor represents to City that it is professionally qualified to do this Project and is licensed to practice
services by all public entities having jurisdiction over "Contractor" and the Project; and
WHEREAS, the City of Johns Creek has caused Request for Proposals #25-339 to be issued soliciting
proposals from qualified Contractors to furnish all items, labor services, materials and appurtenances called
for by them in accordance with this proposal. Selected Contractor is required to provide the services as called
for in the specifications; and
WHEREAS, the Contractor submitted a response to the RFP #25-339; and
WHEREAS, the Contractor submitted a response to the RFP# 25-339 and the Contractor's submittal
was deemed by the City of Johns Creek to be the most advantageous per the scope of services dated December
5, 2025.
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the
parties agree as follows:
1.0 Definition
As used in this Agreement, the following terms shall have the meanings ascribed herein unless otherwise
stated or reasonably required by the Agreement, and other forms of any defined words shall have a meaning
parallel thereto.
* City: The City of Johns Creek.
* Contractor: The individual or corporation identified on page 1 to labor, materials, and equipment to
perform pipe lining construction services.
* Contract Documents: Those documents so identified in the Agreement for the Project, including all
associated documents. All terms defined in the General Conditions of the Agreement for professional
services of the Project shall have the same meaning when used in this Agreement unless otherwise
specifically stated or in the case of a conflict in which case the definition used in this Agreement
shall prevail in the interpretation of this Agreement.
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* Contract Sum: The total amount payable by City to Contractor for performance of the Work in
accordance with the Contract Documents.
* Contract Time: The number of days allotted in the Contract Documents for achieving Substantial
Completion of the Work.
* Professional Services: The services, labor, materials, supplies, work, administration, if applicable,
and all other acts, duties, and services required of Contractor under this Agreement together and any
awarded project Task Order's with such other services as City may require pursuant to the terms of
this Agreement.
* Project Manager: The person employed by City and designated to act as the City's representative
for the Project.
* Scope of Services: That work as defined and identified with a time schedule in Exhibit A (Scope of
Services) attached hereto and incorporated herein.
2.0 Key Personnel
The City of Johns Creek is entering into this Agreement and has relied upon Contractor's providing the
services of the Key Personnel, if any, identified as such in the body of the Agreement. No Key Personnel
may be replaced or transferred without the prior approval of the City's authorized representative. Any
Contractor personnel to whom the City objects shall be removed from City work immediately. The City
maintains the right to approve in its sole discretion all personnel assigned to the work under this Agreement.
3.0 Compensation
3.1 Pricing: The Contractor will be paid for the goods and services sold pursuant to the Contract in accordance
with the RFP and final pricing documents as incorporated into the terms of the Contract. Unless clearly stated
otherwise in the Standard Contract, all prices are firm and fixed and are not subject to variation. Prices
include, but are not limited to, freight, insurance, fuel surcharges, and customs duties. The prices quoted and
listed on the attached Cost Proposal, a copy of which is attached hereto as Exhibit B and incorporated herein,
shall be firm throughout the term of this Contract.
3.2 Billings: If applicable, and unless the RFP provides otherwise, the Contractor shall submit, on a regular
basis, an invoice for goods and services supplied to the City under the Contract at the billing address specified
in the Purchase Instrument or Contract. The invoice shall comply with all applicable rules concerning
payment of such claims. The City shall pay all approved invoices in arrears and in accordance with applicable
provisions of City law. Unless otherwise agreed in writing by the parties, the Contractor shall not be entitled
to receive any other payment or compensation from the City for any goods or services provided by or on
behalf of the Contractor under the Contract. The Contractor shall be solely responsible for paying all costs,
expenses, and charges it incurs in connection with its performance under the Contract. Standard payment
terms: Net-30.
3.3 Delay of Payment Due to Contractor's Failure: If the City in good faith determines that the Contractor
has failed to perform or deliver any service or product as required by the Contract, the Contractor shall not
be entitled to any compensation under the Contract until such service or product is performed or delivered.
In this event, the City may withhold that portion of the Contractor's compensation which represents payment
for services or products that were not performed or delivered. To the extent that the Contractor's failure to
perform or deliver in a timely manner causes the City to incur costs, the City may deduct the amount of such
incurred costs from any amounts payable to Contractor. The City's authority to deduct such incurred costs
shall not in any way affect the City's authority to terminate the Contract.
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3.4 Set-Off Against Sums Owed by the Contractor. In the event that the Contractor owes the City any sum
under the terms of the Contract, pursuant to any judgment, or pursuant to any law, the City may set off the
sum owed to the City against any sum owed by the City to the Contractor in the City's sole discretion.
3.5 Additional Services: Contractor shall provide, with City's concurrence, services in addition to those listed
in Exhibit A (Scope of Services) when such services are authorized in writing through an executed Task
Order Agreement and issuance of a Notice to Proceed by City. Prior to commencing any additional services,
Contractor must submit a proposal outlining the additional services, unit costs are to be provided and the
fixed "Not to Exceed" lump sum fee therefore. City shall pay Contractor for such services in accordance with
the fees based in Exhibit B (Cost Proposal) attached hereto and incorporated herein. Such services may
include, but are not limited to, making computations and determinations of special assessments, making
special trips requested by City other that those required by Exhibit A, preparing changes in plans ordered by
City, providing services necessitated in the event the Professional Services shall be suspended or abandoned,
if such suspension or abandonment is not the result of a breach of this Agreement by the Contractor, and
providing any other special services not otherwise covered by this Agreement which may be requested by
City.
3.6 Special Services: Contractor may be called on to serve as a Contractor or witness in any litigation,
arbitration, legal, or administrative proceeding arising out of this Project. Contractor shall not be compensated
by City if its appearance is to defend its own Professional Services. If Contractor is requested, in writing, by
City, to appear as a witness for the City and is entitled to be compensated under the provisions of this
paragraph, it will be paid based upon a negotiated fee schedule approved by City.
3.7 Progress Reports: A progress report must be submitted with each payment request indicating the event or
service Completed. This report will serve as support for payment to Contractor and the basis for payment in
the event project is suspended or abandoned. City's suspension of the Project for periods of less than one (1)
year shall not be grounds for an increase in Total Fee.
3.8 Change in Scope: For substantial modifications in authorized Project scope, and/or specifications
previously accepted by City, when requested by City and through no fault of Contractor, the Contractor shall
be compensated for time and expense based upon the fee schedule in Exhibit B (Cost Proposal) attached
hereto and incorporated herein chargeable for this service; provided, however, that any increase in Total Fee
must be approved through a written Supplemental Agreement. Contractor shall correct or revise any errors
or deficiencies in its designs, drawings, or specifications without additional compensation when due solely
to Contractor's negligent acts, errors, or omissions. If not solely Contractor fault, then the parties will
negotiate an equitable sharing of the fees associated with such changes and the fixed fee will be increased or
decreased accordingly. This Agreement may be amended to provide additions, deletions, and revisions in the
Professional Services or to modify the terms and conditions thereof by written Supplemental Agreement.
4.0 General Duties and Responsibilities
4.1 Responsibilities under the General Conditions of the Contract for Professional Services: In addition to
the responsibilities herein set forth, Contractor agrees to be responsible for those matters identified in the
General Conditions as being responsibilities of the Contractor. The General Conditions shall be in a form
mutually agreeable between the City and Contractor and shall be consistent with the intent and
requirements of the Task Order Agreement.
4.2 Personnel: Contractor shall assign only qualified personnel to perform any service concerning the Project.
Contractor shall assign a Project Manager to each Task Order and provide contact information with their
firm's task order quotation. This person shall be the primary contact with the City's Project Manager and
shall have authority to bind Contractor with each awarded task order. So long as the individual named above
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remains actively employed or retained by Contractor, he/she shall perform the function of principal on their
assigned Task Order project. Personnel changes shall be approved by the City.
4.3 Subcontracting of Service: Contractor shall not subcontract or assign any of the On-Call Professional
Services to be performed under this Agreement without the written consent and approval of City regarding
the Professional Services to be subcontracted or assigned and the consulting firm or person proposed to
accomplish the subcontracted/assigned portion of the Project. Unless otherwise stated in the written consent
to an assignment, no assignment will release or discharge the assignor from any obligation under this
Agreement. Any person or firm proposed for subcontracting Professional Services under this Agreement
shall maintain throughout the duration of the Agreement, insurance as provided in Section 11.1 herein, and
shall additionally maintain Professional Liability insurance in a minimum amount of $2,000,000 and
provide the City with certification thereof unless waived by the City.
4.4 Endorsement: Contractor shall sign and affix licensing seal to all final plans, specifications, estimates and
data and shall cause all sub-Contractors to sign and seal their final documents where required by law. Any
review or approval by City of any documents prepared by Contractor and/or its Contractors including but not
limited to the plans and specifications, shall be solely for the purpose of determining whether such documents
are consistent with City's program and intent and shall not be construed as approval of same by City. No
review of such documents shall relieve Contractor of its responsibility for the accuracy, adequacy, fitness,
suitability, and coordination of its work product.
4.5 Inspection of Documents: Contractor shall maintain all project records for inspection by City during the
contract term and for three (3) years from the date of final payment and shall notify the City prior to their
disposal.
5.0 City's Responsibilities
5.1 Communication: City shall provide to Contractor applicable Program Criteria; examine and timely
respond to Contractor submissions; and give written notice to Contractor, who shall respond promptly,
whenever City observes or otherwise becomes aware of any defect in the On-Call Professional Services.
5.2 Access: City will provide access for Contractor to enter public and private property necessary to the
completion of the Project.
5.3 Duties: City shall furnish and perform the various duties and services in all phases of the Project which
are outlined and designated in Exhibit A (Scope of Services) attached hereto and incorporated herein, as
City's responsibility.
5.4 Program Criteria: City shall provide full information, including a program which shall set forth City's
objectives, requirements, schedule, constraints, budget with reasonable contingencies, and other necessary
design criteria.
5.5 Project Representative: City shall designate a Project Manager to represent City in coordinating Task
Order projects with Contractor, with authority to transmit instructions and define policies and decisions of
City. The City's Project Manager shall be disclosed with each Task Order project.
6.0 Duration of Contract
6.1 Contract Term: The Contract between the City and the Contractor shall begin and end on the dates
specified, unless terminated earlier in accordance with the applicable terms and conditions. Pursuant to
O.C.G.A. Section 36-60-13, this Contract shall not be deemed to create a debt of the City for the payment of
any sum beyond the fiscal year of execution or, in the event of a renewal, beyond the fiscal year of such
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renewal.
The Contract shall commence on October, 2026, and continue through September 30, 2027. The City may
renew the Contract for up to four (4) additional one (1)-year terms, subject to annual appropriation of funds.
The total contract term shall not exceed five (5) years.
The Contract price(s) and/or rates for the contract term will remain as offered in the Contractor's Cost
Proposal. All Task Orders issued during the Contract term shall be performed at the applicable contract prices.
After the initial three (3) terms of contract commencement, unit prices may be negotiated during the
contract renewal process. Subsequent prices or rates are guaranteed for a minimum of twelve (12) months.
If written notice of non-renewal is given, this contract will terminate upon expiration of the then existing
annual term.
6.2 Contract Renewal: The City shall have the option, in its sole discretion, to renew the Contract for four (4)
additional 1-year terms as defined in the Standard Contract Form by giving the Contractor written notice of
the renewal decision at least sixty (60) days prior to the expiration of the initial term or renewal term and
requesting Contractor's written consent for renewal of the Contract. Renewal will depend upon the best
interests of the City, funding, and Contractor's performance. Renewal will be accomplished through the
issuance of a Notice of Award Amendment. Upon the City's election, in its sole discretion, to renew any part
of this Contract, Contractor shall remain obligated to perform in strict accordance with this Contract unless
otherwise agreed by the City and the Contractor.
6.3 Contract Extension: In the event that this Standard Contract shall terminate or be likely to terminate prior
to the making of an award for a new contract for the identified goods and ancillary services, the City may,
with the written consent of Contractor, extend this Contract for such period as may be necessary to afford the
City a continuous supply of the identified goods and ancillary services.
If not set forth in the RFP and/or Contractor's submittal, the City will determine the basic period of
performance for the completion of any of Contractor's actions contemplated within the scope of this
Agreement and notify Contractor of the same via written notice. If no specific period for the completion of
Contractor's required actions pursuant to this Agreement is set out in writing, such time period shall be a
reasonable period of time based upon the nature of the activity. If the completion of this Contract is delayed
by actions of the City, then and in such event the time of completion of this Contract shall be extended for
such additional time within which to complete the performance of the Contract as is required by such delay.
This Contract may be extended by mutual consent of both the City and the Contractor for reasons of additional
time, additional services and/or additional areas of work.
7.0 Independent Contractor
7.1 The Contractor shall be an Independent Contractor: The Contractor is not an employee, agent or
representative of the City of Johns Creek. The successful Contractor shall obtain and maintain, at the
Contractor's expense, all permits, licenses, or approvals that may be necessary for the performance of the
services. The Contractor shall furnish copies of all such permits, licenses, or approvals to the City of Johns
Creek Representative within ten (10) day after issuance.
7.2 Inasmuch as the City of Johns Creek and the Contractor are independent of one another, neither has the
authority to bind the other to any third person or otherwise to act in any way as the representative of the other,
unless otherwise expressly agreed to in writing signed by both parties hereto. The Contractor agrees not to
represent itself as the City's agent for any purpose to any party or to allow any employee of the Contractor
to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited
purpose stated in such authorization. The Contractor shall assume full liability for any contracts or agreements
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the Contractor enters into on behalf of the City of Johns Creek without the express knowledge and prior
written consent of the City.
8.0 Conflict of Interest
8.1 Contractor represents that it has no existing financial interest and will not acquire any such interest, direct
or indirect, which could conflict in any manner or degree with the performance of services required under
this Agreement and that no person having any such interest shall be subcontracted in connection with this
Agreement, or employed by Contractor. Contractor shall not conduct or solicit any non-City business while
on City property or time.
8.2 Contractor will also take all necessary steps to avoid the appearance of a conflict of interest and shall
have a duty to disclose to the City prior to entering into this Agreement any and all circumstances existing at
such time which pose a potential conflict of interest.
8.3 Contractor is absolutely prohibited from directly or indirectly participating in, or intervening in, any
political campaign on behalf of (or in opposition to) any candidate for elective public office of the City.
8.4 Contractor warrants that it has not directly or indirectly offered or given, and will not directly or indirectly
offer to give, to any employee, agent, or representative of the City any cash or non-cash gratuity or payment
with view toward securing any business from the City or influencing such person with respect to the
conditions, or performance of any Agreements with or orders from the City, including without limitation this
Agreement. Any breach of this warranty shall be a material breach of each and every Agreement between the
City and Contractor.
8.5 As a condition of this Agreement, Contractor agrees to comply with the City of Johns Creek Code of
Ethics as set forth with NIGP.
8.6 Should a conflict of interest issue arise, Contractor agrees to fully cooperate in any inquiry and to provide
the City with all documents or other information reasonably necessary to enable the City to determine whether
or not a conflict of interest existed or exists.
8.7 Failure to comply with the provisions of this section shall constitute grounds for immediate termination
of this Agreement, in addition to whatever other remedies the City may have.
9.0 Indemnification
9.1 The Contractor agrees to indemnify, and hold harmless, the City, its public officials, officers, employees,
and agents from and against liabilities, suits, actions, legal proceedings, claims, demands, damages, costs and
expenses (including reasonable attorney's fees) to the extent caused by or resulting from the negligence,
recklessness, or intentionally wrongful act or omission of the Contractor, its agents, sub-consultants, or
employees in the performance of this Contract.
This provision shall not affect the Contractor's obligation under workers' compensation or coverage or the
Contractor's insurance specifically relating to workers' compensation, nor shall this apply to any requirement
herein that the Contractor purchase a project specific insurance policy, including an owner's or contractor's
protective insurance, builder's risk insurance, installation coverage, project management protective liability
insurance, an owner controlled insurance policy, or a contractor controlled insurance policy.
9.2 Notwithstanding the foregoing indemnification clause, the City may join in the defense of any claims
raised against it in the sole discretion of the City. Additionally, if any claim is raised against the City, said
claim(s) cannot be settled or compromised without the City's written consent, which shall not be
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unreasonably withheld.
10.0 Intellectual Property
Contractor warrants that all work produced hereunder, whether in written or electronic form, shall be the
original work of the Contractor unless otherwise expressly stated in writing. Contractor hereby grants to the
City a royalty-free, perpetual, irrevocable, worldwide, non-exclusive license to such work for all uses in any
medium.
11.0 Insurance
11.1 The Contractor shall, at its own cost and expense, obtain and maintain worker's compensation and
commercial general liability insurance coverage covering the period of this Agreement. Such insurance is to
be obtained from a responsible insurance company legally licensed and authorized to transact business in the
State of Georgia. The minimum limit for Worker's Compensation Insurance shall be the statutory limit for
such insurance. The minimum limits for commercial general liability insurance, which must include personal
liability coverage will be $1,000,000 per person, $2,000,000 per occurrence for bodily injury, and $500,000
per occurrence for property damage.
11.2 Contractor shall provide certificates of insurance evidencing the coverage requested herein before the
execution of this agreement, and at any time during the term of this Agreement. Upon the request of the City,
Contractor shall provide proof sufficient to the satisfaction of the City that such insurance continues in force
and effect.
12.0 Termination
12.1 Immediate Termination: Pursuant to O.C.G.A. Section 36-60-13, this Contract will terminate
immediately and absolutely if the City determines that adequate funds are not appropriated or granted or
funds are de-appropriated such that the City cannot fulfill its obligations under the Contract, which
determination is at the City's sole discretion and shall be conclusive. Further, the City may terminate the
Contract for any one or more of the following reasons effective immediately without advance notice:
a) In the event the Contractor is required to be certified or licensed as a condition precedent to providing
goods and services, the revocation or loss of such license or certification may result in immediate
termination of the Contract effective as of the date on which the license or certification is no longer
in effect;
b) The City determines that the actions, or failure to act, of the Contractor, its agents, employees, or
sub-Contractors have caused, or reasonably could cause, life, health, or safety to be jeopardized;
c) The Contractor fails to comply with confidentiality laws or provisions.
d) The Contractor furnished any statement, representation, or certification in connection with the
Contract or the bidding process which is materially false, deceptive, incorrect, or incomplete; and/or
e) The Contractor is found to have engaged in one or more of the "Conflict of Interest" activities
outlined in Section 8.0.
12.2. Termination for Cause. The occurrence of any one or more of the following events shall constitute cause
for the City to declare the Contractor in default of its obligations under the Contract:
a) The Contractor fails to deliver or has delivered nonconforming goods or services or fails to perform,
to the City's satisfaction, any material requirement of the Contract or is in violation of a material
provision of the Contract, including, but without limitation, the express warranties made by the
Contractor;
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b) The City determines that satisfactory performance of the Contract is substantially endangered or that
a default is likely to occur;
c) The Contractor fails to make substantial and timely progress toward performance of the Contract;
d) The Contractor becomes subject to any bankruptcy or insolvency proceeding under federal or state
law to the extent allowed by applicable federal or state law including bankruptcy laws; the Contractor
terminates or suspends its business; or the City reasonably believes that the Contractor has become
insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state
law;
e) The Contractor has failed to comply with applicable federal, state and, local laws, rules, ordinances,
regulations and orders when performing within the scope of the Contract;
f) The Contractor has engaged in conduct that has or may expose the City to liability, as determined in
the City's sole discretion; or
g) The Contractor has infringed any patent, trademark, copyright, trade dress, or any other intellectual
property rights of the State, the City, or a third party.
12.3 Notice of Default. If there is a default event caused by the Contractor, the City shall provide written
notice to the Contractor requesting that the breach or noncompliance be remedied within the period of time
specified in the City's written notice to the Contractor. If the breach or noncompliance is not remedied by the
date of the written notice, the City may:
a) Immediately terminate the Contract without additional written notice; and/or
b) Procure substitute goods or services from another source and charge the difference between the
Contract and the substitute contract to the defaulting Contractor; and/or,
c) Enforce the terms and conditions of the Contract and seek any legal or equitable remedies.
12.4 Termination for Convenience. The City may terminate this Agreement for convenience at any time upon
thirty (30) day written notice to the Contractor. In the event of a termination for convenience, Contractor shall
take immediate steps to terminate work as quickly and effectively as possible and shall terminate all
commitments to third-parties unless otherwise instructed by the City. Provided that no damages are due to
the City for Contractor's failure to perform in accordance with this Agreement, the City shall pay Contractor
for work performed to date in accordance with Section herein. The City shall have no further liability to
Contractor for such termination.
12.5 Payment Limitation in Event of Termination. In the event of termination of the Contract for any reason
by the City, the City shall pay only those amounts, if any, due and owing to the Contractor for goods and
services actually rendered up to and including the date of termination of the Contract and for which the City
is obligated to pay pursuant to the Contract or Purchase Instrument. Payment will be made only upon
submission of invoices and proper proof of the Contractor's claim. This provision in no way limits the
remedies available to the City under the Contract in the event of termination. The City shall not be liable for
any costs incurred by the Contractor in its performance of the Contract, including, but not limited to, startup
costs, overhead, or other costs associated with the performance of the Contract.
12.6 The Contractor's Termination Duties. Upon receipt of notice of termination or upon request of the City,
the Contractor shall:
a) Cease work under the Contract and take all necessary or appropriate steps to limit disbursements and
minimize costs, and furnish a report within thirty (30) days of the date of notice of termination,
describing the status of all work under the Contract, including, without limitation, results
accomplished, conclusions resulting therefrom, and any other matters the City may require;
b) Immediately cease using and return to the City, any personal property or materials, whether tangible
or intangible, provided by the City to the Contractor;
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c) Comply with the City's instructions for the timely transfer of any active files and work product
produced by the Contractor under the Contract;
d) Cooperate in good faith with the City, its employees, agents, and Contractor during the transition
period between the notification of termination and the substitution of any replacement Contractor;
and
e) Immediately return to the City any payments made by the City for goods and services that were not
delivered or rendered by the Contractor.
13.0 Dispute Resolution
City and Contractor agree that disputes relative to the project should first be addressed by negotiations
between the parties. If direct negotiations fail to resolve the dispute, the party initiating the claim that is the
basis for the dispute shall be free to take such steps as it deems necessary to protect its interests; provided,
however, that notwithstanding any such dispute, Contractor shall proceed with the Professional Services as
per this Agreement as if no dispute existed, and the City shall continue to make payment for Contractor's
completed services.
14.0 Ownership of Documents
All Documents prepared in connection with this Project shall be the property of the Contractor, whether the
Project for which they are made is constructed or not. However, the Contractor will provide City a copy of
all completed or partially completed documents in reproducible form, including but not limited to prints and
reproductions. Reports, plans, specifications, and related documents are Contractor's copyrighted
instruments, and at the option of Contractor may so identify them by appropriate markings. Provided that
Contractor is paid for its services, either by termination or completion of services, then City may subsequently
use these documents without any additional compensation or agreement of Contractor, however, such use,
without written verification or adaptation by Contractor for the specific purpose, intended by City shall be at
City's sole risk and without liability or legal exposure to Contractor whatsoever. If City does reuse the
Contractor's documents on another project, it shall retain Contractor or another licensed and insured
professional Contractor to review, adapt, and seal such documents. City does not take any responsibility for
the use of documents by others. Submission of or distribution of documents to meet regulatory requirements
is not to be considered as contrary to any of Contractor's right to the documents.
15.0 Confidential Information
15.1 Access to Confidential Data. The Contractor's employees, agents, and sub-Contractors may have access
to confidential data maintained by the City to the extent necessary to carry out the Contractor's responsibilities
under the Contract. The Contractor shall presume that all information received pursuant to the Contract is
confidential unless otherwise designated by the City. If it is reasonably likely the Contractor will have access
to the City's confidential information, then:
* The Contractor shall provide to the City a written description of the Contractor's policies and
procedures to safeguard confidential information;
* Policies of confidentiality shall address, as appropriate, information conveyed in verbal, written, and
electronic formats;
* The Contractor must designate one individual who shall remain the responsible authority in charge
of all data collected, used, or disseminated by the Contractor in connection with the performance of
the Contract; and
* The Contractor shall provide adequate supervision and training to its agents, employees and sub-
Contractors to ensure compliance with the terms of the Contract. The private or confidential data
shall remain the property of the City at all times. Some services performed for the City may require
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the Contractor to sign a nondisclosure agreement. Contractor understands and agrees that refusal or
failure to sign such a nondisclosure agreement, if required, may result in termination of the Contract.
15.2 No Dissemination of Confidential Data. No confidential data collected, maintained, or used in the course
of performance of the Contract shall be disseminated except as authorized by law and with the written consent
of the City, either during the period of the Contract or thereafter. Any data supplied to or created by the
Contractor shall be considered the property of the City. The Contractor must return any and all data collected,
maintained, created, or used in the course of the performance of the Contract, in whatever form it is
maintained, promptly at the request of the City.
15.3 Subpoena. In the event that a subpoena or other legal process is served upon the Contractor for records
containing confidential information, the Contractor shall promptly notify the City and cooperate with the City
in any lawful effort to protect the confidential information.
15.4 Reporting of Unauthorized Disclosure. The Contractor shall immediately report to the City any
unauthorized disclosure of confidential information.
15.5 Survives Termination. The Contractor's confidentiality obligation under the Contract shall survive
termination of the Contract.
16.0 Inclusion of Documents
Contractor's response submitted in response thereto, including any best and final offer, are incorporated in
this Agreement by reference and form an integral part of this agreement. In the event of a conflict in language
between this Agreement and the foregoing documents incorporated herein, the provisions and requirements
set forth in this Agreement shall govern. In the event of a conflict between the language of the RFP, as
amended, and the Contractor's submittal, the language in the former shall govern.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all
of which together shall constitute one and the same instrument.
17.0 Compliance with All Laws and Licenses
The Contractor must obtain all necessary licenses and comply with applicable local, state and federal
requirements. The Contractor shall comply with all laws, rules, and regulations of any governmental entity
pertaining to its performance under this Agreement.
17.1 Georgia Security and Immigration Compliance Act
* The parties certify that Contractor has executed an affidavit verifying that [Contractor] has registered
and participates in the federal work authorization program to verify information of all new
employees, per O.C.G.A. 13-10-90, et seq., and Georgia Department of Labor Regulations Rule 300-
10-1-02. The appropriate affidavit is attached hereto as Exhibit C and incorporated herein by
reference and made a part of this contract.
* The [Contractor] further certifies that any sub-Contractor employed by [Contractor] for the
performance of this agreement has executed an appropriate sub-Contractor affidavit verifying its
registration and participation in the federal work authorization program and compliance with
O.C.G.A. 13-10-90, et seq., and Georgia Department of Labor Regulations Rule 300-10-1-02, and
that all such affidavits are incorporated into and made a part of every contract between the
[Contractor] and each sub-Contractor.
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