0 Board of Commissioners Agenda Item Transmittal Form Procurement/Contract Transmittal Form Revised 1/17/25 Type ofcontract: 1yearD Multi-year Single Event - Contract #: BOCApproval Date: Submission Information Vendor Information Contact Name: Brian A. Kelley Vendor Name: Georgia Dept of Transportation Department: Rockdale County Transportation Address: 5025 New Peachtree Rd NE Project Title: Right ofWay Maintenance Agreement Address: Chamblee, GA 30341 I-20 Vegetation Email: pdenard@dotgagoy Funding Account Number: N/A Phone #: 770-216-3890 Contract amount: $0.00 Contact: Paul DeNard Budgeted (X) Not Budgeted C) Contract Type: Goods 0 Services (X) Grant 0 Term of contract: N/A Contract Action: New (X) Renewal 0 Change Order 0 Original Contract Number: Chief Financial Officer Senior Procurement Manager Signature Ihave reviewed the attached contract, and the amount is I have reviewed the attached contract, and it is in compliance approved: for processing. with Purchasing Policies of Rockdale County. Signature: ny Mndiks Date: 5a005 Signature: Date: Detailed Summary of Contract: This agenda item is for a Memorandum of Understanding between Rockdale County and the Georgia Department of Transportation. This MOU covers the fence vegetation and periodic maintenance, which will be taken out of RDOT's Budget. Department Head/Elected Official Signature: Date: 14 4 BLhb 4/20 MPcAAT RIGHT OF WAY MAINTENANCE AGREEMENT (LOCAL GOVERNMENT ONLY) By and Between THE GEORGIA DEPARTMENT OF TRANSPORTATION AND ROCKDALE COUNTY DEPARTMENT OF TRANSPORTATION PROJECT ID # N/A PERMIT ID # N/A STATE ROUTE: I-20, MP 77.07 to MP 85.65 THIS AGREEMENT made and entered into this ("Effective Date") by and between the DEPARTMENT of Transportation, an agency of the State of Georgia, hereinafter referred to as "DEPARTMENT", and TRANSPORTATION, hereinafter referred to as LOCAL GOVERNMENT" (the DEPARTMENT and LOCAL GOVERNMENT are sometimes referred to herein individually as a "Party" and collectively as the "Parties"). WHEREAS, the DEPARTMENT desires to enter into a partnership to perform certain services relating to maintenance within DEPARTMENT'S right of way, hereinafter called the PROJECT", and WHEREAS, the PROJECT is associated with a permit approved and issued by the DEPARTMENT, permit dentification number (PERMIT ID #), # N/A which is referenced above and in Exhibit A, MAINTENANCE AGREEMENT (MA) WORK PLAN, and is hereby incorporated into this Agreement as iff fully restated herein; and WHEREAS, the LOCAL GOVERNMENT has represented to the DEPARTMENT that it shall bear all costs and liability associated with the PROJECT; and WHEREAS, the LOCAL GOVERNMENT has represented to the DEPARTMENT that it is qualified and experienced to provide such services and the DEPARTMENT has relied upon such representation. NOW, THEREFORE, for and in consideration of the mutual promises and covenants as herein contained, iti is agreed by and between the Parties hereto that: Rev: March 2023 Page 1 of11 ARTICLEI SCOPE OF PROJECT The DEPARTMENT authorizes the LOCAL GOVERNMENT to perform or cause to be performed, the PROJECT consisting of certain services related to maintaining an identified section(s) of the DEPARTMENT'S rights of way. This Agreement does not provide the LOCAL GOVERNMENT, by implication or otherwise, any right, title or interest in or to the DEPARTMENTS right-of-way in general nor to the PROJECT area specifically, except the right to conduct the PROJECT work set forth in the MAINTENANCE AGREEMENT (MA) WORK PLAN (Exhibit A) in accordance with the terms and conditions of this Agreement. The maintenance duties and responsibilities of the LOCAL GOVERNMENT are defined set forth in Exhibit A, which is attached hereto and incorporated by reference as if fully set out herein. The DEPARTMENT grants to the LOCAL GOVERNMENT the right to maintain that specific section(s) of DEPARTMENT right-of-way located ROCKDALE County, as more particularly described in Exhibit A. The LOCAL GOVERNMENT shall abide by the Federal Manual of Uniform Traffic Control Devices (MUTCD) standards, current edition, for temporary traffic control and the standards for all PROJECT activities. Equipment or materials utilized for the PROJECT must be moved oft or across a traveled right ofway in a manner as not to unduly interfere with traffic. Should the LOCAL GOVERNMENT desire that these maintenance services be performed by a third party, the LOCAL GOVERMMENT and the third party shall enter into an agreement, whereby the LOCAL GOVERNMENT shall assume all responsibility for repayment to the third party for those services rendered as set forth in Exhibit A. The Agreement between the LOCAL GOVERNMENT and any third parties to this Agreement, shall meet all operational and administrative requirements, including the provisions of liability insurance, as set forth by the DEPARTMENT. AIL Jiability associated with the PROJECT shall be borne by the LOCAL GOVERNMENT and any third parties, as set forth in Article VIII, herein. In the event the LOCAL GOVERNMENT desires to perform any major maintenance activities, including significant landscaping, installation or significant repair of fencing/site fumishingsmumalwasgns/vals/igntng or any other activities that may interfere with traffic or pedestrian flow within the right of way PROJECT limits, the LOCAL GOVERNMENT understands and agrees that it shall apply for and obtain a permit in accordance with the current edition of the DEPARMENT'S Driveway & Encroachment Control Manual prior to performance, and execute a separate agreement with the DEPARTMENT associated specifically with such permit. Rev: March: 2023 Page 2 of 11 ARTICLE II EXECUTION OF AGREEMENT AND AUTHORIZATION TIME OF PERPORMANCE The LOCAL GOVERNMENT shall begin work on the PROJECT under this Agreement immediately after receiving a signed and executed copy ofthe Agreement, unless noted otherwise in Exhibit A or upon completion of the construction project associated with PERMIT ID # N/A, The duration of this Agreement shall be for fifty years from the Effective Date unless terminated sooner by the DEPARTMENT or the LOCAL GOVERNMENT. ARTICLE mI SUBSTANTIAL CHANGES If, prior to the satisfactory completion of the services under this Agreement, any Party materially alters the scope, character or complexity of the services from those required under the Agreement, a Supplemental Agreement shall be executed between the Parties, It is understood, however, that the LOCAL GOVERNMENT shall not engage in any activities or conduct any work which would be considered to be outside the PROJECT scope of the permission granted to the LOCAL GOVERNMENT by the DEPARTMENT. Minor changes in the work which do not involve increased compensation, extensions of time, Of changes in the goals and objectives oft the work may be made by written notification of such change by any Party with written approval by the other Parties. ARTICLE IV ASSIGMMENT It is understood by the LOCAL GOVERNMENT that the work is considered personal and, except as provided for in Article I, the LOCAL GOVERNMENT agrees not to assign, sublet or transfer any or all oft their interest in this Agreement without prior written approval ofthe DEPARTMENT. ARTICLE V CONTRACT DISPUTES This Agreement shall be deemed to have been executed in ROCKDALE County, Georgia, without reference to its choice of law doctrine, and all questions ofi interpretation and construction shall be governed by the laws of the State of Georgia, Any litigation arising out of this Agreement shall be commenced within the State of Georgia. The foregoing provisions shall not be construed as waiving any immunity to suit or liability, including without limitation, sovereign immunity which may be available to the Departinent. ARTICLE VI INSURANCE Rev: March 2023 Page 3 of11 1. It is understood that the LOCAL GOVERNMENT (indicate by checking which is applicable): is self-insured OR shall obtain coverage from LOCAL GOVERNMENT's private insurance company or cause. its consultant/contractor: to obtain coverage. Prior to beginning the work, the LOCAL GOVERNMENT shall furnish to the DEPARTMENT, a copy of the certificates and endorsement page(s) for the minimum amounts of insurance indicated below in Section 2 of Article VI of the Agreement. 2. Minimum Amounts. The following minimum amounts of insurance coverage from insurers rated at least A- by A.M. Best' s and registered to do business in the State of Georgia: (a) Workmen's Compensation Insurance in accordance with the laws oft the State of Georgia. (b) Commerçial General Liability Insurance of at least $1,000,000 per occurrence $3,000,000 aggregate, including Automobile Comprehensive Liability Coverage with bodily injury in the minimum amount of $1,000,000 combined single limits each occurrence, The DEPARTMENT shall be named as an additional insured and a copy of the policy endorsement shall be provided with the insurance certificate. (c) The above-listed insurance coverages shall be maintained in full force and effect for the entire term of the Agreement. Failure by the LOCAL GOVERNMENT to procure and maintain the insurance aS set forth above shall be considered a default and cause for termination of this Agreement and, if applicable, forfeiture of the Performance and Payment Bonds. (d) Excess liability coverage. To achieve the appropriate coverage levels set forth in this Article VI, a combination of a specific policy written with an umbrella policy covering liabilities above stated limits is acceptable. 3. The LOCAL GOVERNMENT shall furnish upon request to the DEPARTMENT, certificates of insurance evidencing such coverage. The insurance certificate must provide the following: i, Name, address, signature and telephone number of authorized agents. ii, Name and address ofinsured. ili, Name of Insurance Company. iv. Description of coverage in standard terminology, V. Policy number, policy period and limits ofliability. vi, Name and address OfDEPARTMENT as certificate holder. Rev: March 2023 Page 4 of11 vii, Thirty (30) day notice of cancellation. vili. Details of any special policy exclusions, 4. The LOCAL GOVERNMENT shall, at least fifteen (15) days prior to the expiration date or dates ofe expiring policies, deposit certified copies of renewal, or new policies, or other acceptable evidence ofinsurance with the DEPARTMENT. 5. Waiver of Subrogation. There is no waiver of subrogation rights by either Parly with respect to insurance. ARTICLE VII COMPENSATION It is agreed that the LOCAL GOVERNMENT shall conduct all work at no cost to the DEPARTMENT, and without compensation from the DEPARTMENT. It is further agreed that any and all issues relating to compensation and payment shall be resolved by and between the LOCAL GOVERNMENT and any successors, subcontractors, or assigns thereto. The DEPARTMENT and the LOCAL GOVERNMENT further agree that, should the DEPARTMENT be required to conduct any inspections and/or supervision of the PROJECT beyond that which would normally occur in the ordinary course of the DEPARTMENT'S maintenance activities, the LOCAL GOVERNMENT shall reimburse the DEPARTMENT for such inspection and supervision. The rate of reimbursement for the DEPARTMENTS inspection and supervision shall in no case exceed a rate determined to be reasonable by the Parties. Should the LOCAL GOVERNMENT and the DEPARTMENT desire to change this agreement at a later date to provide for compensation to the LOCAL GOVERNMENT, of any sucçessors or assigns thereto, such change shall only be permitted by a supplemental agreement as set forth in Article III berein, Any supplemental agreements involving compensation shail be subject to the DEPARTMENT review and approval. Rev: March 2023 Page 5 of11 ARTICLE VIII RESPONSIBILITY FOR CLAIMS AND LIABILITY LOCAL GOYERNMENT NOT AGENT OF DEPARTMENT To the extent allowed by law, the LOCAL GOVERNMENT and all successors and assigns thereto, shall save harmless the DEPARTMENT, its officers, agents, and employees firom all suits, claims, actions or damages of any nature whatsoever resulting from the performance of PROJECT work under this Agreement, or due to any breach of this Agreement by the LOCAL GOVERNMENT, except to the extent of harm caused by the DEPARTMENT or its agents. These indemnities shall not be limited by reason of the listing of any insurance coverage. The LOCAL GOVERNMENT further agrees that it shall be fully responsible for injury or damage to landscaping, landscape related items, and any other non-standard and decorative elements previously installed by or for the LOCAL GOVERNMENT within the right of way, and for any damage to the DEPARTMENT'S signs, structures, or roadway fixtures, if the LOCAL GOVERNMENT caused the damage. It is further understood and agreed that the LOCAL GOVERNMENT, or any successor or assigns thereto, in the conduct of any work involved in the PROJECT, shall not be considered the agent of the DEPARTMENT or of the State of Georgia. ARTICLE IX TERMINATION OF CONTRACT The DEPARTMENT may terminate this Agreement for just cause or convenience at any time by giving the LOCAL GOVERNMENT at least thirty (30) days written notice of such termination, unless there is imminent or serious danger to the public health, safety, or welfare or to property, in which case termination shall be immediate, Upon receipt of such notice of termination, the LOCAL GOVERNMENT shall discontinue and cause all PROJECT work under this Agreement to terminate upon the date specified in the said notice, In the event of such termination, the DEPARTMENT shall be paid for any amounts as may be due it as specified in Article VII up to and including the specified date of termination. The LOCAL GOVERNMENT shall have the right to terminate this Agreement at any time by giving the DEPARTMENT at least thirty (30) days advance written notice, provided that the DEPARTMENT is reimbursed in full for all services rendered pursuant to Article VII, Termination initiated by the LOCAL GOVERNMENT shall be contingent upon the following, ifapplicable: (a) The LOCAL GOVERNMENT, at the discretion of the DEPARTMENT, removing the planted landscaping, landscape related items, and any other non-standard and decorative elements that were installed by of for the LOCAL GOVERNMENT at no cost to the DEPARTMENT. Rev: March 2023 Page 6 of11 (b) The LOCAL GOVERMMENT restoring the removed landscape areas to their original condition or a condition that meets federal standards and is acceptable to the DEPARTMENT. (c) The LOCAL GOVERNMENT restoring the removed non-standard and decorative elements with standard DEPARTMENT elements that meet federal and state requirements. (d) The LOCAL GOVERNMENT reimbursing the DEPARTMENT in full any state and/or federal funds used to purchase and install the landscaping, landscape related items, and other non-standard and deçorative elements that are no longer to be maintained by the LOCAL GOVERNMENT. The DEPARTMENT and the LOCAL GOVERNMENT agree that should the LOCAL GOVERNMENT fail to perform the maintenance activities as set forth in Exhibit A, the DEPARTMENT may require the LOCAL GOVERNMENT to remove, restore, and reimburse according to items *A", "B", "C", and "D" above, as applicable, and then terminate the Agreement, ARTICLE X COMPLIANCE WITH APPLICABLE LAW The undersigned cerlify that: L This Agreement is subject to applicable state and federal laws, standards, and rules and regulations. : The provisions of Sections 45-10-20 through 45-10-28 of the Official Code of Georgia Annotated relating to Conflict of Interest and State Employees and Ofticials Trading with the State have been complied with in full. 3 The provisions of Section 50-24-1 through 50-24-6 of the Official Code of Georgia Annotated, relating to the "Drug-Free Workplace Act" have been complied with in full. ARTICLE XI MISCELLANEOUS 1. NON-WAIVER. No failure of either Party to exercise any right or power given to such Party under this Agreement, or to insist upon strict compliance by the other Party with the provisions of this Agreement, and no custom 01 practice of either Party at variance with the terms and conditions of this Agreement, will constitute a waiver of either Party's right to demand exact and strict compliance by the other Party with the terms and conditions of this Agreement. 2. NO THIRD-PARTY BENEFICIARIES. Nothing contained herein shall be construed as conferring upon or giving to any person, other than the Parties hereto, any rights or benefits under or by reason ofthis Agreement. 3. SOVEREIGN IMMUNITY. Notwithstanding any other provision of this Agreement to the Rev: March 2023 Page 7 of11 contrary, no term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, of other provisions under the Georgia Constitution. 4. CONTINUITY. Each of the provisions of this Agreement will be binding upon and inure to the benefit and detriment oft the Parties and the successors and assigns of the Parties, 5. WHEREAS CLAUSE AND EXHIBITS. The Whereas Clauses and Exhibits hereto are a part of this Agreement and are incorporated herein by reference. 6. SEVERABILITY. Ifa any one or more oft the provisions contained herein are for any reason held by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision hereof, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 7. CAPTIONS. The brief headings or titles preceding each provision hereof are for purposes of identification and convenience only and should be completely disregarded in construing this Agreement. 8. INTERPRETATION. Should any provision of this Agreement 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 the same, it being agreed that the agents ofali Parties have participated in the preparation hereof. 9. Pursuant to O.C.G.A. Sec. 50-5-85, the LOCAL GOVERNMENT hereby certifies that it is not currently engaged in, and agrees that for the duration of this contract, it will not engage in a boycott ofIsrael, 10. ENTIRL AGREEMENT. This Agreement supersedes all prior negotiations, discussion, statements and agreements between the Parties and constitutes the full, complete and entire agreement between the Parties with respect hereto; no member, officer, employee or agent of either Party has authority to make, or has made, any statement, agreement, representation or contemporaneous agreement, oral or written, in connection herewith, amending, supplementing, modifying, adding to, deleting from, or changing the terms and conditions of this Agreement, No modification of or amendment to this Agreement will be binding on either Party hereto unless such modification or amendment will be properly authorized, in writing, properly signed by both Parties and incorporated in and by reference made a part hereof. Rev: March 2023 Page 8 of11 THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURES ON THE FOLLOWING PAGE. Rev: March 2023 Page 9 of11 The covenants herein contained shall, except as otherwise provided, accrue to the benefit of and be binding upon the successors and assigns ofthe Parties hereto. IN WITNESS WHEREOF, said Parties have hereunto set their hand and affixed their seals the day and year above first written. GLORGIA DEPARTMENT OF TRANSPORTATION (Seal) Commissioner or designee ATTEST: Treasurer LOCAL GOVERNMENT: (Seal) Voh Nets Name and Title: GVEO ATTEST: lame and Title: Jewvik, KuHek, Dido/C Clevn - Approved as tot form M. Qader A. Balg, County Attorney Rev: March 2023 Page 10 of11 EXAUBIT A MAINTENANCL WORK PLAN PERMIT ID #. N/A [THE WORK PLAN MUST INCLUDE THE SPECIFIC MAINTENANCE ACTIVITES TO BE PERFORMED, PROJECT LOCATION DESCRIPTION (E.G., STATE ROUTE(S), MILEPOSTS, ETC.), ALL. APPLICABLE STANDARDS THE MAINTENANCE ACTIVITIES MUST MEET, MAPS, PLANS, ETC.] [LIMIT IS APPROXIMATELY 4,000 CHARACTERS) Rockdale County Department of' Transportation Farm Fence Installation Procedure Location: I-20 EB/WB Right-of-way Milepost 77.07 to MP 85.65 Rockdale DOT will be responsible for herbicide and removal of vegetation at their discretion as part of routine operations, Rockdale DOT will have access to maintain fencing at their discretion, Fence lines are accessible from Iris Drive or Dogwood Drive along 1-20. Rockdale DOT staff will coordinate traffic control as needed depending on site characteristics. Followed by clean up and preparation of the work area, Trimming of wire mesh back to the nearest logical termini. Post holes that have become unusable are backfilled and covered with straw, and new ones are pre-drilled. New posts are. set with a post hole driver, and gulde wires are set if required. Fence wire is tied to post and tensioned with stretcher bars/pullers, The wire Is then wrapped and attached to post as necessary. *Please see the I-20 map for details Rev: March 2023 Page 11 of11