Aquatics Program And Instruction Services For Senior Adults (Three (3) Year Multiyear C

AGREEMENT FOR PROFESSIONAL SERVICES
DEKALB COUNTY, GEORGIA
THIS AGREEMENT made as of this ____day of _____, 20___, (hereinafter called the
"execution date") by and between DEKALB COUNTY, a political subdivision of the State of
Georgia (hereinafter referred to as the "County"), and ____________________, a corporation
organized and existing under the laws of the State of __________, with offices in __________
__________, __________ (hereinafter referred to as "Contractor"), shall constitute the terms and
conditions under which the Contractor shall provide _______________________ in DeKalb County,
Georgia.
WITNESSETH: That for and in consideration of the mutual covenants and agreements herein set
forth, the County and the Contractor hereby agree as follows:
ARTICLE I. CONTRACT TERM
The Contractor shall commence the Work under this Contract within ten (10) days from the
receipt of the Notice to Proceed(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:75)(cid:68)(cid:79)(cid:79)(cid:3)(cid:73)(cid:88)(cid:79)(cid:79)(cid:92)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:79)(cid:72)(cid:87)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:90)(cid:82)(cid:85)(cid:78)(cid:3)(cid:82)(cid:81)(cid:3)(cid:66)(cid:66)(cid:66)(cid:66)(cid:66)(cid:66)(cid:66)(cid:66)(cid:66)(cid:66). As required by
O.C.G.A 36-60-13, this Contract shall (i) terminate without further obligation on the part of the
County each and every December 31st, as required by O.C.G.A. 36-60-13, as amended, unless
terminated earlier in accordance with the termination provisions of this Contract; (ii) automatically
renew on each January 1st, unless terminated in accordance with the termination provisions of this
Contract; and (iii) terminate absolutely, with no further renewals, on December 31, 20XX, unless
extended by Change Order adopted and approved by the DeKalb County Governing Authority and
the Contractor in accordance with the terms of this Contract.
ARTICLE III. PAYMENT
As full payment for the faithful performance of this Contract, the County shall pay the
Contractor, the Contract Price, which is an amount not to exceed ______________ ($__________),
unless changed by written Change Order in accordance with the terms of this Contract. The term
"Change Order" includes the term "amendment" and shall mean a written order authorizing a change in
the Work, and an adjustment in Contract Price to Contractor or the Contract Term, as adopted and
approved by the Contractor and the DeKalb County Governing Authority, or the Chief Executive
Officer, if exempted from Governing Authority adoption and approval in accordance with the express
terms of this Contract. The Chief Executive Officer or his/her designee shall have the authority to
approve and execute a Change Order lowering the Contract Price or increasing the Contract Price up to
twenty percent (20%) of the original Contract Price, provided that the total amount of the increase
authorized by such Change Order is less than $100,000.00. If the original Contract or Purchase Order
Price does not exceed $100,000.00, but the Change Order will make the total Contract Price exceed
$100,000.00, then the Change Order will require approval by official action of the Governing
Authority. Any other increase of the Contract Price shall be by Change Order adopted and approved by
the DeKalb County Governing Authority and the Contractor in accordance with the terms of this
Contract. Amounts paid to the Contractor shall comply with and not exceed Attachment (cid:37), the
Contractor's Cost Proposal, consisting of ______ page(s) attached hereto and incorporated herein by
reference. Payment is to be made no later than thirty (30) days after submittal of undisputed invoice.
Invoice(s) must be submitted as follows:

A.(cid:57)(cid:50)(cid:85)(cid:76)(cid:74)(cid:76)(cid:81)(cid:68)(cid:79)(cid:3)(cid:76)(cid:81)(cid:89)(cid:82)(cid:76)(cid:70)(cid:72)(cid:11)(cid:86)(cid:12)(cid:3)(cid:80)(cid:88)(cid:86)(cid:87)(cid:3)(cid:69)(cid:72)(cid:3)(cid:86)(cid:88)(cid:69)(cid:80)(cid:76)(cid:87)(cid:87)(cid:72)(cid:71)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:88)(cid:83)(cid:79)(cid:82)(cid:68)(cid:71)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:38)(cid:57)(cid:22)(cid:25)(cid:19)(cid:16)(cid:76)(cid:54)(cid:88)(cid:83)(cid:83)(cid:79)(cid:76)(cid:72)(cid:85)(cid:29)(cid:22)(cid:25)(cid:29)
(cid:57)(cid:72)(cid:81)(cid:71)(cid:82)(cid:85)(cid:3)(cid:16)(cid:3)(cid:38)(cid:57)(cid:22)(cid:25)(cid:19)(cid:3)(cid:47)(cid:82)(cid:74)(cid:76)(cid:81)
(cid:58)(cid:76)(cid:87)(cid:75)(cid:3)(cid:68)(cid:3)(cid:70)(cid:82)(cid:83)(cid:92)(cid:3)(cid:87)(cid:82)(cid:29)(cid:29)
(cid:39)(cid:72)(cid:78)(cid:68)(cid:79)(cid:69)(cid:3)(cid:38)(cid:82)(cid:88)(cid:81)(cid:87)(cid:92)(cid:15)(cid:3)(cid:42)(cid:72)(cid:82)(cid:85)(cid:74)(cid:76)(cid:68)
Attention: "USER DEPARTMENT"
________________________
________________________
B. Upon award, Prime Contractor(s) with Local Small Business Enterprise (LSBE)
Subcontractor(s) shall enter utilization reports electronically at www.dekalblsbe.info. Proof of
payment to the LSBE Subcontractor must be uploaded and submitted. LSBE Subcontractors
shall confirm receipt of payment from the Prime, electronically also, at www.dekalblsbe.info
ARTICLE IV. STATEMENT OF WORK
The Contractor agrees to provide all ___________ services in accordance with the County's
Request for Proposals (RFP) No. XX-XXXXXX for _______________________, attached hereto as
Appendix I and incorporated herein by reference, and the Contractor's response thereto, attached
hereto as Appendix II and incorporated herein by reference.
The Contractor's services shall include all things, personnel, and materials necessary to
accomplish specific projects authorized by the County. Specific Work Authorizations will have
precedence over any interpretation within the Contract.
ARTICLE V. GENERAL CONDITIONS
A. Accuracy of Work The Contractor shall be responsible for the accuracy of the Work and
any error and/or omission made by the Contractor in any phase of the Work under this Agreement.
B. Additional Work The County shall in no way be held liable for any work performed under
this section which has not first been approved in writing by the County in the manner required by
applicable law and/or the terms of this Contract. The County may at any time order changes within
the scope of the Work without invalidating the Contract upon seven (7) days written notice to the
Contractor. The Contractor shall proceed with the performance of any changes in the Work so
ordered by the County unless such change entitles the Contractor to a change in Contract Price,
and/or Contract Term, in which event the Contractor shall give the County written notice thereof
within fifteen (15) days after the receipt of the ordered change, and the Contractor shall not execute
such changes until it receives an executed Change Order from the County. No extra cost or extension
of time shall be allowed unless approved by the County and authorized by execution of a Change
Order. The parties' execution of any Change Order constitutes a final settlement of all matters
relating to the change in the Work which is the subject of the Change Order. The County shall not be
liable for payment for any work performed under this section which has not first been approved in
writing by the County in the manner required by applicable law and/or the terms of this Contract.
C. Ownership of Documents All documents, including drawings, estimates, specifications, and
data are and remain the property of the County. The Contractor agrees that the County may reuse any
and all plans, specifications, drawings, estimates, or any other data or documents described herein in
its sole discretion without first obtaining permission of the Contractor and without any payment of
any monies to the Contractor therefore. However, any reuse of the documents by the County on a
different site shall be at its risk and the Contractor shall have no liability where such documents are
reused.

D. Right to Audit The County shall have the right to audit all books and records, including
electronic records, relating or pertaining to this contract or agreement, including but not limited to all
financial and performance related records, property, and equipment purchased in whole or in part
with County funds and any documents or materials which support those records, kept under the
control of the Contractor, including but not limited to those kept by the Contractor's employees,
agents, assigns, successors and subcontractors. The County also has the right to communicate with
Contractor's employees related to the audited records.
The Contractor shall maintain such books and records, together with such supporting or underlying
documents and materials, for the duration of this contract and for seven (7) years after termination or
expiration, including any and all renewals thereof. The books and records, together with supporting
documents and materials shall be made available, upon request to the County or its designee, during
normal business hours at the Contractor's office or place of business. In the event that no such
location is available, then the books, records, and supporting documents shall be made available for
audit at a time and location which is convenient for the County.
E. Successors and Assigns The Contractor agrees it shall not sublet, assign, transfer, pledge,
convey, sell, or otherwise dispose of the whole or any part of this Contract or his right, title, or
interest therein to any person, firm, or corporation without the previous written consent of the
County. If the County consents to any such assignment or transfer, then the Contractor binds itself, its
partners, successors and assigns to all covenants of this Contract. Nothing contained in this Contract
shall create, nor be interpreted to create privity, or any other relationship whatsoever, between the
County and any person, or entity or than Contractor.
F. Reviews and Acceptance Work performed by the Contractor shall be subject to review and
acceptance in stages as required by the County. Acceptance shall not relieve the Contractor of its
professional obligation to correct, at his own expense, any errors in the Work.
G. Termination of Agreement The Contractor understands and agrees that the date of the
beginning of Work, rate of progress, and time for completion of the Work are essential conditions of
this Contract. The County may, for its own convenience and at its sole option, without cause and
without prejudice to any other right or remedy of County, elect to terminate the Contract by
delivering to the Contractor, at the address listed in the Notices article of this Contract, a written
notice of termination specifying the effective date of termination. Such notice shall be delivered to
Contractor at least thirty (30) days prior to the effective date of termination. If Contractor's services
are terminated by the County, the termination will not affect any rights or remedies of the County
then existing or which may thereafter accrue against Contractor or its surety. In case of termination of
this Contract before completion of the Work, Contractor will be paid only for the portion of the Work
satisfactorily performed through the effective date of termination as determined by the County.
Neither party shall be entitled to recover lost profits, special, consequential or punitive damages,
attorney's fees or costs from the other party to this Contract for any reason whatsoever. This Contract
shall not be deemed to provide any third-party with any remedy, claim, right of action, or other right.
The parties' obligations pursuant to this Section shall survive any acceptance of Work, or termination
or expiration of this Contract.
H. Indemnification Agreement The Contractor shall be responsible from the execution date or
from the time of the beginning of the Work, whichever shall be the earlier, for all injury or damage of
any kind resulting from the Work, to persons or property, including employees and property of the
County. The Contractor shall exonerate, indemnify, and save harmless the County, its elected
officials, officers, employees, agents and servants, hereinafter collectively referred to in this Section
as "the County Indemnitees," from and against all claims or actions based upon or arising out of any
damage or injury (including without limitation any injury or death to persons and any damage to
property) caused by or sustained in connection with the performance of this Contract or by conditions
created thereby or arising out of or any way connected with Work performed under this Contract, as

well as all expenses incidental to the defense of any such claims, litigation, and actions. Furthermore,
Contractor shall assume and pay for, without cost to the County Indemnitees, the defense of any and
all claims, litigation, and actions suffered through any act or omission of the Contractor, or any
Subcontractor, or anyone directly or indirectly employed by or under the supervision of any of them.
Notwithstanding any language or provision in this Contract, Contractor shall not be required to
indemnify any County Indemnitee against claims, actions, or expenses based upon or arising out of
the County Indemnitee's sole negligence. As between the County Indemnitees and the Contractor as
the other party, the Contractor shall assume responsibility and liability for any damage, loss, or
injury, including death, of any kind or nature whatever to person or property, resulting from any kind
of claim made by Contractor's employees, agents, vendors, Suppliers or Subcontractors caused by or
resulting from the performance of Work under this Contract, or caused by or resulting from any error,
omission, or the negligent or intentional act of the Contractor, vendors, Suppliers, or Subcontractors,
or any of their officers, agents, servants, or employees. The Contractor shall defend, indemnify, and
hold harmless the County Indemnitees from and against any and all claims, loss, damage, charge, or
expense to which they or any of them may be put or subjected by reason of any such damage, loss, or
injury. The Contractor expressly agrees to provide a full and complete defense against any claims
brought or actions filed against the County Indemnitees, where such claim or action involves, in
whole or in part, the subject of the indemnity contained in this Contract, whether such claims or
actions are rightfully or wrongfully brought or filed. The County has the sole discretion to choose the
counsel who will provide the defense. No provision of this Contract and nothing herein shall be
construed as creating any individual or personal liability on the part of any elected official, officer,
employee, agent or servant of the County, nor shall the Contract be construed as giving any rights or
benefits hereunder to anyone other than the parties to this Contract. The parties' obligations pursuant
to this Section shall survive any acceptance of Work, or termination or expiration of this Contract.
I. Insurance Prior to commencing work, Contractor shall, at its sole expense, procure and
maintain insurance of the types and in the amounts described below from insurer(s) authorized to
transact business in the state where the work or operations will be performed by Contractor. Such
insurance shall be placed with admitted insurers that maintain an A.M. Best's rating of not less
than "A" (Excellent) with a Financial Size Category of VII or better with coverage forms
acceptable to Contractor. The insurance described below shall be maintained uninterrupted for
the duration of the project, including any warranty periods, and shall protect Contractor, and
others as required by contract, for liabilities in connection with work performed by or on behalf
of Contractor, its agents, representatives, employees or Contractors.
1. Certificates of Insurance in companies doing business in Georgia and acceptable to
the County covering:
(a) Statutory Workers' Compensation Insurance, or proof that Contractor is not
required to provide such coverage under State law;
(1)Employer's liability insurance by accident, each accident $1,000,000
(2)Employer's liability insurance by disease, policy limit $1,000,000
(3)Employer's liability insurance by disease, each employee $1,000,000
(b) Professional Liability Insurance on the Contractor's services in this
Agreement with limit of $1,000,000;
(c) Commercial General Liability Insurance covering all operations with
combined single limit of $1,000,000;
(d) Comprehensive Automobile Liability Insurance with form coverage for all
owned, non-owned and hired vehicles with combined single limit of
$1,000,000.
(e) Umbrella or Excess Insurance. Umbrella or excess insurance is to be provided
with General Liability, Auto Liability and Employers Liability scheduled as

underlying policies with limits not less than the following:
$5,000,000 per occurrence
$5,000,000 aggregate
2. Additional Insured Requirement:
(a) The County, its elected officials, officers, employees and agents,
hereinafter referred to in this article and in the article entitled "Certificates
of Insurance" as "the County and its officers" are to be named as
additional insured on all policies of insurance except worker's
compensation insurance with no cross suits exclusion. The County and its
officers shall be included as additional insureds under commercial general
liability and commercial umbrella insurance, for liabilities arising out of
both the ongoing and completed operations of Contractor. Such additional
insured coverage shall be endorsed to Contractor's policy by attachment of
ISO Additional Insured Endorsement forms CG 20 10 10 01 (ongoing
operations) and CG 20 37 10 01 (products-completed operations), or
form(s) providing equivalent coverage.
(b) All coverages required of the Contractor will be primary over any
insurance or self-insurance program carried by the County.
(c) If the Contractor is a joint venture involving two (2) or more entities, then
each independent entity will satisfy the limits and coverages specified here
or the joint venture will be a named insured under each respective policy
specified.
3. Fidelity Bond coverage shall be provided. Coverage limits shall not be less than the
amount scheduled in the contract.
4.Certificates of Insurance must be executed in accordance with the following provisions:
(a) Certificates to contain policy number, policy limits, and policy expiration date
of all policies issued in accordance with this Agreement;
(b) Certificates to contain the location and operations to which the insurance
applies;
(c) Certificates to contain Contractor's protective coverage for any
subcontractor's operations;
(d) Certificates to contain Contractor's contractual liability insurance coverage;
(e) Certificates are to be issued to:
DeKalb County, Georgia
Director of Purchasing & Contracting
The Maloof Center, 2nd Floor
1300 Commerce Drive
Decatur, Georgia 30030
5. The Contractor shall be wholly responsible for securing certificates of insurance
coverage as set forth above from all subcontractors who are engaged in this work.
6. The Contractor agrees to carry statutory Workers' Compensation Insurance and to have
all subcontractors likewise carry statutory Workers' Compensation Insurance.
7. Contractor agrees to waive all rights of subrogation and other rights of recovery against
the County and its officers and shall cause each Subcontractor to waive all rights of
subrogation for all coverage, excluding Professional E&O.
8. Failure of the County to demand such certificate or other evidence of full compliance
with these insurance requirements or failure of the County to identify a deficiency

from evidence provided will not be construed as a waiver of the Contractor's
obligation to maintain such coverage. Contractor understands and agrees that the
purchase of insurance in no way limits the liability of the Contractor.
9. Certificates shall state that the policy or policies shall not expire, be cancelled or altered
without at least sixty (60) days prior written notice to the County. Policies and
Certificates of Insurance listing the County and its officers as additional insureds
(except for workers' compensation insurance) shall conform to all terms and
conditions (including coverage of the indemnification and hold harmless agreement)
contained in this Contract.
10. If the County shall so request, the Contractor will furnish the County for its inspection
and approval such policies of insurance with all endorsements, or confirmed
specimens thereof certified by the insurance company to be true and correct copies.
Contractor shall be responsible and have the financial wherewithal to cover any
deductibles or retentions included on the certificate of insurance.
J. Georgia Laws Govern The laws of the State of Georgia shall govern the construction of this
Contract without regard for conflicts of laws. Should any provision of this Contract require judicial
interpretation, it is agreed that the court interpreting or construing the same shall not apply a
presumption that the terms hereof shall be more strictly construed against one party, by reason of the
rule of construction, that a document is to be construed more strictly against the party who itself or
through its agent prepared same; it being agreed that the agents of all parties have participated in the
preparation hereof, and all parties have had an adequate opportunity to consult with legal counsel. In
interpreting this Contract in its entirety, the printed provisions of this Contract, and any additions
written or typed hereon, shall be given equal weight, and there shall be no inference by operation of
law or otherwise; that any provision of this Contract shall be construed against either party hereto.
K. Venue This Agreement shall be deemed to have been made and performed in DeKalb County,
Georgia. For the purposes of venue, all suits or causes of action arising out of this Agreement shall be
brought in the courts of DeKalb County, Georgia.
L. Contractor and Subcontractor Evidence of Compliance; Federal Work Authorization
Pursuant to O.C.G.A. 13-10-91, the County cannot enter into a contract for the physical
performance of services unless the Contractor, its Subcontractor(s) and sub-subcontractor(s), as that
term is defined by state law, register and participate in the Federal Work Authorization Program to
verify specific information on all new employees. Contractor certifies that it has complied and will
continue to comply throughout the Contract Term with O.C.G.A. 13-10-91 and any related and
applicable Georgia Department of Labor Rule. Contractor agrees to sign an affidavit evidencing its
compliance with O.C.G.A. 13-10-91. The signed affidavit is attached to this Contract as Attachment
(cid:38). Contractor agrees that in the event it employs or contracts with any Subcontractor(s) in connection
with this Contract, Contractor will secure from each Subcontractor an affidavit that certifies the
Subcontractor's current and continuing compliance with O.C.G.A. 13-10-91 throughout the
Contract Term. Any signed Subcontractor affidavit(s) obtained in connection with this Contract shall
be attached hereto as Attachment (cid:39). Each Subcontractor agrees that in the event it employs or
contracts with any sub-subcontractor(s), each Subcontractor will secure from each sub-subcontractor
an affidavit that certifies the sub-subcontractor's current and continuing compliance with O.C.G.A.
13-10-91 throughout the Contract Term. Any signed sub-subcontractor affidavit(s) obtained in
connection with this Contract shall be attached hereto as Attachment (cid:40).
(cid:48)(cid:17) County Representative The County may designate a representative through whom the
Contractor will contact the County. In the event of such designation, said representative shall be
consulted and his written recommendation obtained before any request for extra work is presented to

the County. Payments to the Contractor shall be made only upon itemized bill submitted to and
approved by said representative.
N. Contractor's Status The Contractor will supervise and direct the Work, including the Work
of all Subcontractors. Only persons skilled in the type of work which they are to perform shall be
employed. The Contractor shall, at all times, maintain discipline and good order among his
employees, and shall not employ any unfit person or persons or anyone unskilled in the work
assigned him. The relationship between the County and the Contractor shall be that of owner and
independent contractor. Other than the consideration set forth herein, the Contractor, its officers,
agents, servants, employees, and any Subcontractors shall not be entitled to any County employee
benefits including, but not limited to social security, insurance, paid annual leave, sick leave,
worker's compensation, free parking or retirement benefits. All services provided by Contractor shall
be by employees of Contractor or its Subcontractors and subject to supervision by Contractor. No
officer or employee of Contractor or any Subcontractor shall be deemed an officer or employee of the
County. Personnel policies, tax responsibilities, social security payments, health insurance, employee
benefits and other administrative policies, procedures or requirements applicable to the Work or
services rendered under this Contract shall be those of the Contractor, not the County.
O. Georgia Open Records Act Contractor shall comply with the applicable provisions of the
Georgia Open Records Act, O.C.G.A. 50-18-70 et seq.
P. First Source Jobs Ordinance and Preferred Employees The Contractor is required to
comply with the DeKalb County First Source Jobs Ordinance, Code of DeKalb County as Revised
1988, section 2-231 et seq., and among other things, is required to make a good faith effort to hire
DeKalb County residents for at least fifty percent 50% of all jobs created by an Eligible Project, as
that term is defined in the First Source Ordinance, using the First Source Registry. Contractors,
subcontractors, and independent contractors bidding on this contract will be encouraged by DeKalb
County to have 25% or more of their labor forces for this project consist of Preferred Employees
selected from the First Source Registry. The First Source Registry has Preferred Employees trained
by U.S. Department of Labor registered apprenticeship programs and other partners. For information
on Preferred Employees, please contact the DeKalb County Workforce Development by telephone at
404-687-3417 or 404-687-7171or in person at 320 Church Street, Decatur, GA 30030.
Q. Business License Contractor shall submit a copy of its current, valid business license with
this Contract. If the Contractor is a Georgia corporation, Contractor shall submit a valid county or
city business license. If Contractor is a joint venture, Contractor shall submit valid business licenses
for each member of the joint venture. If the Contractor is not a Georgia corporation, Contractor shall
submit a certificate of authority to transact business in the state of Georgia and a copy of its current,
valid business license issued by its home jurisdiction. If Contractor holds a professional license, then
Contractor shall submit a copy of the valid professional license. Failure to provide the business
license, certificate of authority, or professional license required by this section, may result in the
Contract being terminated. Contractor shall ensure that any insurance, license, permit or certificate
submitted in response to the County's RFP or as part of the Contract shall be current and valid when
submitted, and shall remain valid, current and maintained in good standing for the Contract Term.
R.(cid:3)Sole Agreement This Contract constitutes the sole contract between the County and the(cid:3)
Contractor. The terms, conditions, and requirements of this Contract may not be modified, except by
Change Order. No verbal agreement or conversation with any officer, agent, or employee of the
County, either before or after the execution of the Contract, shall affect or modify any of the terms or
obligations herein contained. No representations, oral or written, shall be binding on the parties
unless expressly incorporated herein. No Change Order shall be enforceable unless approved by
official action of the County as provided by law or in this Contract.
S.(cid:3) Attachments and Appendices This Contract includes the following Attachments and(cid:3)
Appendices all of which are incorporated herein by reference: Attachment A, (cid:54)(cid:70)(cid:82)(cid:83)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:58)(cid:82)(cid:85)(cid:78)

(cid:36)(cid:87)(cid:87)(cid:68)(cid:70)(cid:75)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:37)(cid:15)(cid:3) (cid:38)(cid:82)(cid:81)(cid:87)(cid:85)(cid:68)(cid:70)(cid:87)(cid:82)(cid:85)(cid:10)(cid:86)(cid:3) (cid:38)(cid:82)(cid:86)(cid:87)(cid:3) Proposal; Appendix I, County's RFP; Appendix II,
Contractor's Response; Attachment (cid:38), Contractor's Affidavit; Attachment (cid:39),
Subcontractor's Affidavit(s); Attachment (cid:40), Sub-subcontractor's Affidavit(s); and
Attachment (cid:41), Certificate of Corporate Authority or Joint Venture Certificate.
T. Severability If any provision of this Contract or the application thereof to any person or
circumstance shall to any extent be held invalid, then the remainder of this Contract or the
application of such provision to persons or circumstances, other than those as to which it is held
invalid, shall not be affected thereby, and each provision of this Contract shall be valid and enforced
to the fullest extent permitted by law.
U. Notices Any notice or consent required to be given by or on behalf of any party hereto to any
other party hereto shall be in writing and shall be sent to the County's Chief Executive Officer and
the Executive Assistant or to the Contractor or his authorized representative on the work site by (a)
registered or certified United States mail, return receipt requested, postage prepaid, (b) personal
delivery, or (c) overnight courier service. All notices sent to the addresses listed below shall be
binding unless said address is changed in writing no less than fourteen days before such notice is
sent. Future changes in address shall be effective upon written notice being given by the Contractor
to the County's Executive Assistant or by the County to the Contractor's authorized representative
via certified first class U.S. mail, return receipt requested. Such notices will be addressed as follows:
If to the County:
Chief Executive Officer
1300 Commerce Drive, 6th Floor
Decatur, GA 30030
and
Executive Assistant
1300 Commerce Drive
Decatur, Georgia 30030
With a copy to: Acting Chief Procurement Officer
1300 Commerce Drive, 2nd Floor
Decatur, Georgia 30030
With a copy to: Director of the Finance Department
1300 Commerce Drive
Decatur, Georgia 30030
If to the Contractor:
____________________,
____________________
_________________________
____________________
_________________________
V. Counterparts This Contract may be executed in several counterparts, each of which shall be

deemed an original, and all such counterparts together shall constitute one and the same Contract.
W. Controlling Provisions The Contract for this Project shall govern the Work. If any portion of
the Contract shall be in conflict with any other portion, the various documents comprising the
Contract shall govern in the following order of precedence: Contract, Change Orders or
modifications issued after execution of the Contract; the provisions of the County's RFP; and the
Contractor's Response thereto.
[SIGNATURES CONTINUE ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in three
counterparts, each to be considered as an original by their authorized representative.
______________________________ DEKALB COUNTY, GEORGIA
By: (SEAL) (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:69)(cid:92)(cid:3)(cid:39)(cid:76)r.(cid:3)(SEA(cid:47)(cid:12)(cid:3)
Signature (cid:47)(cid:50)(cid:53)(cid:53)(cid:36)(cid:44)(cid:49)(cid:40)(cid:3)(cid:38)(cid:50)(cid:38)(cid:43)(cid:53)(cid:36)(cid:49)(cid:16)(cid:45)(cid:50)(cid:43)(cid:49)(cid:54)(cid:50)(cid:49)(cid:3)
Chief Executive Officer
DeKalb County, Georgia
Name (Typed or Printed)
Date
Title
Federal Tax I.D. Number
Date
ATTEST: ATTEST:
Signature BARBARA H. SANDERS(cid:16)(cid:49)(cid:50)(cid:53)(cid:58)(cid:50)(cid:50)(cid:39),
CCC, CMC Clerk of the Chief Executive
Officer and Board of Commissioners of
Name (Typed or Printed) DeKalb County, Georgia
Title
APPROVED AS TO SUBSTANCE: APPROVED AS TO FORM:
Department Director County Attorney Signature
County Attorney Name (Typed or Printed)