CBIVED MAY 0 9 2025 ORIGINAL Gacor Board ofCommissioners BY: Aunchass Agenda Item Transmittal Form Procurement/Contract Transmittal Form Revised 1/17/25 Type ofcontract: 1y year Multi-yearD Single Event D Contract #: BOCA Approval Date: Submission Information Vendor Information Contact Name: Brian A. Kelley Vendor Name: Georgia Power Company Department: Rockdale County Transportation Address: 96 Annex Project Title: Utility Relocation Agreement - Courtesy Address: Atlanta, GA 30396-0001 Parkway Ext PI 0006934 Email: STPHPouthencecen -541405 -4/ 3a8-4982 Funding Account Number: N/A Phone #: N/A Contract amount: $104,541.00 Contact: Salandra Westry Budgeted (X) Not Budgeted 0 Contract Type: Goods 0 Services (X) Grant 0 Term of contract: 3 Months Contract Action: New (X) Renewal 0 Change Order 0) Original Contract Number: Chief Financial Officer Senior Procurement Manager Signature I have reviewed the attached contract, and the amount is Ihave reviewed the attached contract, and iti is in compliance approved for processing. with Purchasing Policies of Rockdale County. Signature pSudes Date: 5105 Signature: Date: 512-25 Gemcln 4pl Detailed Summary of Contract: This agenda item is a Utility Relocation Agreement for the Courtesy Parkway Extension from Old Covington Highway to Flat Shoals Road, Georgia Power Company will need to remove, relocate, or make specific adjustments to the existing facilities. Such facilities, including but not limited to overhead and underground electric transmission, distribution, and communication lines, towers, frames, poles, facilities, wires, transformers, service, etc. Department Head/Elected Official Signature: Date: - - Bllk - skbr Rur-z7l Georgia Power April 24, 2025 Rockdale County Brian Kelley Director of Transportation 2570 Old Covington Highway SW Conyers, Georgia 30012 RE: P!# 0006934 COURTESY PKWY EXT FROM OLD COVINGTON HWY TO FLAT SHOALS ROAD Mr. Kelley, Attached is the copy of the Relocation Agreement between Georgia Power Company and Rockdale County for the above referenced project. Please sign and return the copy to the email address below: gusan@oumemcocom After they have been executed by Georgia Power Company, we will email you a copy. Both the total estimated cost for relocation and the Payment Amount are valid only for a period of one (1) year following the date set forth on the enclosed estimate. Further, Georgia Power will not commençe any work unless, the County executes and returns the enclosed Relocation Agreement and authorizes commencement of the work. If you have any questions, please contact Kris Stephens at (706) 357-6670. Sincerely, gbasun Jalexis Susana 2susan@eoutenc.con Attachments UTILITY RELOCATION. AGREEMENT PROJECT NAME: Courtesy Parkway Ext from Old Covington Hwy to Flat Shoals Road PROJECT NUMBER: 0006934 GDOT PROJBCT NUMBER: THIS AGREEMENT is made and entered into as ofthe day of 20 by and between ROCKDALE COUNTY, State of Georgia (hereinafter referred to as the "County"), and GEORGIA POWER COMPANY (hereinafter referred to as the "Company"). This Agreement may refer to either County or Company, or both, as a "Party" or "Parties." WITNESSETIE WAEREAS, the County proposes under the above written Project to construct Courtesy Parkway Ext from Old Covington Hwy to Flat Shoals Road (hereinafter referred to as the "Project"); WHEREAS, due to the construction of the Project, it will become neoessary for the Company to remove, relocate or make certain adjustments to the Company's existing facilities (such facilities, including but not limited to overhead and underground electric transmission, distribution and communication lines, towers, frames, poles, facilities, wires, transformers, service pedestals, apparatus, manholes, conduits, fixtures, appliances, cables, protective wires and devices all being hereinafter referred to collectively as the "Facilities" or individually as the "Facility"); WHEREAS, the Company, as hereinafter provided, may assert that it has certain property interests and rights and utilized such property interests and: rights fort the placement ofits Facilities prior in time to City's acquisition of the road: right(s)-of-way, all as involved in said Project; and NOW, THEREFORE, in consideration of the promises and the mutual covenants of the Parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows: Section 1. THE WORK. 1.1 Company Facilities Company, with its regular construction or maintenance crews and personnel, at its standard schedule ofwages and working hours (as may be applicable from time to time during the term of this Agreement), and working in accordance with the terms ofits agreements with such employees, will remove, relocate or make adjustments to its Facilities in accordance with the scope of work and Estimate (defined below) attached hereto as, Exhibit "A" and incorporated herein by reference (the "Work"). Company shall make all technical decisions concerning the Work and may elect to contract any portion of the Work. PI 0006334 1.2 Road Right-of-Way Prior to Company commencing the Work, County will provide written assurances to Company that it has acquired the neçessary new road right-of-way (including information on the property rights acquired). 1,3 Traffic Control Company shall make a reasonable effort to provide signing and other traffic control measures during the Work, in accordance with PART VIofthel U.S. Department ofTransportation Manual on Uniform Traffic Control Devices, current edition, all at the expense oft the City. Section 2. COSTS AND PAYMENT 2.1 Compensable Property Interests Company shall perform the Work in accordance with the estimate attached hereto as Exhibit "A" and incorporated herein by reference (the "Estimate"). The amount of the Estimate that corresponds to Company's claim that it has compensable property interests with respect to the Project (the "Prior Rights Claim") is ONE HUNDRED FOUR THOUSAND AND FIVE HUNDRED AND FORTY-ONE Dollars ($104,541), which amount includes and is limited to: (a) the costs ofi removing, relocating or adjusting those Facilities which are physically in place and in conflict with the proposed construction and/or maintenance; (b) where replacement is necessary, the costs of replacement in kind, and any improvements or betterments made necessary by the proposed construction and/or maintenance; and (c) the costs incurred in acquiring additional easements of private rights-of-way, including without limitation easements for lines, access, tree trimming, guy wires, anchors and other devices, appliances and other equipment, and any and all other such easements and property rights as may be reasonably necessary for the Company's installation, operation and maintenance of its Facilities (collectively, the "Relocation Costs"). The cost of any improvements or bettorments that are not made necessary by the proposed construction or maintonance shall not be subject to the percentage split contemplated above. Such costs shall be paid as follows: (a) the costs of any improvements or betterments ofa Facility being made solely at Company's option (and not being made necessary by the proposed construction and/or maintenance) shall be fully paid by Company; and (b) the costs of any improvements or betterments ofal Facility being made solely at City's request (and not being made necessary by the proposed construction and/or maintenance) shall be fully paid by City. Upon completion by Company of the Work and subject to determination of Company's Prior Rights Claim in accordance with Sections 3 and 4 below, County will pay Company a sum equal to the lesser of (a) ONE HUNDRED FOUR THOUSAND AND FIVE HUNDRED AND FORTY-ONE Dollars ($104,541), otherwise reflected as ONE HUNDRED percent (100%) ofthe Total Estimate and representing the aforementioned Reimbursement Claim, or (b) the corresponding percentage of actual Relocation Costs representing Company's compensable property interests with respect to the Project. County will also pay Company for the costs of any improvements or betterments of a Facility being made solely at City's request and not being made necessary by the proposed construction and/or maintenance. 2 PI 0006334 2.2 Improvements and Betterments The remaining amount of the Estimate, if any, is comprised of improvements and/or betterments and shall not be subject to the percentage split contemplated in Section 2.1 above. Such costs shall bej paid as follows: (a) the costs of any improvements or betterments of a Facility being made solely at Company's option (and not being made necessary by the proposed construction and/or maintenance) shall be fully paid by Company; and (b) the costs of any improvements or betterments ofal Facility being made solely at City's request (and not being made necessary by the proposed construction and/or maintenance) shall be fully paid by City. 2.3 Progress Payments If Company chooses to submit invoices for progress payments, County will pay same within thirty (30) days from reçeipt of the invoice, subject to Verification (as defined below) thereof by the City. Upon completion of the Work, Company shall submit a final bill to County and County shall make a final payment within thirty (30) days from receipt of the final bill, subject to Verification thereof! by the City. 2.4 Change in Scope In the event there is a change in the Project, including without limitation a change in scope, design, plans, service, property interests to be acquired, engineering or costs, due to either (a) events or circumstances beyond Company's reasonable control, or (b) City's request, the Parties will negotiate in good faith a mutually acceptable agreement or amendment to this Agreement, in writing, to address such change and any increase in costs above those set forth in the Estimate. Section 3. PRIOR RIGHTS DETERMINATION 3.1 If Company determines it has a compensable property interest with respect to the Project, Company will submit a Prior Rights Claim, The Parties agree that they will in good faith share non-privileged information with each other related to the issue of prior rights fort the Project. If County determines that Company's evidence is insufficient to make a determination as to Company's compensable property interests and the percentage of the Relocation Costs to be paid by Company based upon such compensable property interests, County will provide Company with a written basis for such insufficioncy and request that Company provide additional information. County will make a determination as to any asserted Prior Rights Claim before the earlier of: (a) the date that is thirty (30) days after receipt of the Prior Rights Claim; and (b) the date on which Company needs to commençe the Work in order to prevent a Project delay (the Commencement Date"). 3.2 In the event that a determination cannot reasonably be made prior to the Commencement Date, provided that County certities in writing to Company that the Project is time-sensitive due to construction scheduling with the possibility of damages for delay, safety concerns, or critical funding deadlines, Company will commence the Work without a written determination having been made. Insuch case, the Party's rights, claims and defenses with regard to the issue of compensable property interests and prior rights will not be waived or affected in 3 PI 0006334 any manner. If County does not thereafter make a determination regarding the Prior Rights Claim within six (6) months from the date of City's receipt of same, the Prior Rights Claim will be deemed approved by City. Section 4. DISPUTE RESOLUTION 4.1 Disagreement IfCompany disagrees with City's determination with regard to the Prior Rights Claim and the Parties are unable to settle the issue through informal negotiations, then, at the request of either Party, the Parties agree to escalate the matter pursyant to Section 4.2 below, 4,2 Dispute Notice Except as otherwise set forth in this Agreement, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled: (a) first, by good faith efforts to reach mutual agreement oft the Parties; and (b) second, if mutual agreement is not reached within thirty (30) calendar days of a written request by a Party to resolve the controversy or claim (the "Dispute Notice"), each of the Parties will appoint a designated representative who has authority to settle the dispute (or who has authority to recommend to the governing body of such Party a settlement ofthe dispute) and who is at a higher level of management than the persons with direct responsibility for administration of this Agreement. The designated representatives will meet as often as they reasonably deem necessary in order to discuss the dispute and negotiate in good faith in an effort to resolve such dispute. The specific format for such discussions will be left to the discretion of the designated representatives, provided, however, that all reasonable requests for relevant information made by one Party to the other Party will be honored if such information is reasonably available. Ifwithin sixty (60) days after issuance of al Dispute Notice (a) the Parties are unable to resolve issues related to the dispute, or (b) County fails to approve any tentative agreement reached, the Parties agree to participate in confidential, non-binding mediation pursuant to Section 4.3 below, it being understood, however, that nothing herein will diminish or relieve either Party of its rights or obligations under this Section 4. 4.3 Mediation If the Parties are unable to resolve a dispute through informal negotiations or pursuant to Section 4.2, the Parties agree to participate in confidential, non-binding mediation by an impartial, third party mediator mutually agreed upon by the Parties, at a mutually convenient location. The Parties agree that a potential mediator's experience in prior rights and real estate law will be relevant factors in selecting a mediator. In the event the Parties are unable to agree on a third- party mediator within ninety (90) days ofissuance ofthe Dispute Notice, each Party shall designate a mediation representative, and the two mediator representatives shall in good faith select a third party mediator. Each Party shall be responsible for its own attorneys' fees and expenses and for providing its own information and documentation applicable to the dispute to the mediator. All other agreed upon costs of the mediation will be apportioned equally to each Party. Any dispute not resolved by negotiation, escalation or mediation may then be submitted to a court of competent jurisdiction, and either Party may invoke any remedies at law or in equity. Nothing contained herein, however, will preclude the Parties from first seeking temporary injunctive or other 4 PI 0006334 equitable relief. The Parties agree that any statute oflimitations, equity or other time-based periods shall be tolled as of and from the date of the Dispute Notice until a complaint, ifany, is filed. Section 5. VERIICATION 5.1 Material Discrepancy. For purposes of this Section 5, "Verification" means that County has reasonably determined that there is a material discrepancy between Company's invoiced charges and City's calculation of charges owed, which invoiced charges are subject to a bona fide dispute; provided, however, County agrees to provide the Company with written notice, including supporting documentation, illustrating the basis for such bona fide dispute, within sixty (60) days ofi receipt of the invoice in dispute. Should County fail to provide such documentation within the specified time period, County must pay the disputed amount. County must pay any undisputed portion of the invoice total within thirty (30) days after its receipt of the invoice. County must pay any disputed portion ofthe invoice total within thirty (30) days of the date the dispute is resolved, to the extent the dispute is resolved in favor of Company. 5.2 Audit. At any time within thirty-six (36) months after the date of final payment, City, at its sole expense, may audit the non-privileged cost records, support documentation and accounts of Company pertaining to this Project to solely assess the accuracy of the invoices submitted by Company and notify Company of any amount of any unallowable expenditure made in the final payment under this. Agreement, or, if no unallowable expenditure is found, notify Company ofthat fact in writing. Any such audit will be conducted by representatives of County or, if applicable, the Georgia Department of Transportation or the Federal Highway Administration, after reasonable advance written notice to Company and during regular business hours at the offices of Company in a manner that does not unreasonably interfere with Company's business activities and subjectto Company' S reasonable security requirements. As a prerequisite to conducting such audit, County or, if applicable, the Georgia Department of Transportation or the Federal Highway Administration, will sign Company's Nondisclosure Agreement. Company may redact from its records provided to County information that is confidential and irrelevant to the purposes of the audit. Company will reasonably cooperate in any such audit, providing access to Company records that are reasonably necessary to enable County to test the accuracy of the invoices to which the audit pertains, provided that County or, if applicable, the Georgia Department of Transportation or the Federal Highway Administration, may only review, but not copy, such records, If Company agrees with the audit results and does not pay any such bill within ninety (90) days of receipt of the bill from COUNTY(based on the mutually agreed upon audit results), County may set off the amount of such bill against the amounts owed Company on any then-current contract between Company and City, If, following the audit, the Parties are unable to resolve any dispute concerning the results ofthe audit through informal negotiation, the provisions of Sections 4.2 and 4.3 will govern the resolution of the dispute. County may not perform an audit pursuant to this Agreement more frequently than once per calendar year and may not conduct audits twice within any six (6) months. 5 PI 0006334 Section 6. Buy America - Build America, Buy America 1. In accordance with the BUY AMERICA requirements ofthe Federal regulations (23 U.S.C. 313 and 23 CFR 635.410) all manufacturing processes for steel, iron and manufactured products furnished for permanent incorporation into the work on this project shall occur in the United States, The only exceptions to this requirement are (I) the production of pig iron and the processing, pelletizing and reduction of iron ore, which may occur in another country and, (ii) manufactured products that do not: include steel and iron components. Other than these exceptions, all melting, rolling, extruding, machining, bending, grinding, drilling, coating, etc, must occur in the United States. a. Products of steel include, but are not limited to, such products as structural steel piles, reinforcing steel, structural plate, steel culverts, guardrail, steel supports for signs, signals and luminaires. Products of iron include, but are notl limited to, such products as cast iron frames and grates and ductile iron pipe. Coatings include, but are not limited to, the applications of epoxy, galvanizing and paint. The coating material is not limited to this clause, only the application process. b, A Certificate of Compliance shall be furnished for steel and iron products as part of the backup information with the billing, The form for this certification entitled "Buy America Certificate of Compliance" is attached to this agreement and shall be provided to the DEPARTMENT upon completion of 80% of the agreement amount. Records to be maintained by the RAILROAD/UTILITIES and the DEPARTMENT for this certification shall include a signed mill test report and/or a signed certification by a supplier, distributor, fabricator, or manufacturer that has handled the steel or iron product affirming that every process, including the application of a coating, performed on the steel or iron product has been carried out in the United States of America, except as allowed by this Section. The lack of these certifications will bej justification for rejection ofthe steel and/or iron product or nonpayment oft the work. C. The requirements of said law and regulations do not prevent the use of miscellaneous steel or iron components, subcomponents and hardware necessary to encase, assemble and construct the above products, manufactured products that are not predominantly steel or iron, or a minimal use of foreign steel and iron materials, ift the cost of such materials used does not exceed one-tenth of one percent (0.1%) of the total contract price or $2,500.00, whichever is greater. 2. In addition to the BUY AMERICA requirements of the Federal regulations (23 U.S.C. 313 and 23 CFR 635.410) outlined in Section 4 above, the BUILD AMERICA, BUY AMERICA ACT ("BABA") set forth under the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58, SS 70901-52, extends coverage of BUY AMERICA to include construction materials used for this project. Under BABA all construction materials furnished for permanent incorporation into the work on this project shall be manufactured in the United States. The White House Office of Management and Budget (OMB) Memorandum M-22-11, Initial Implementation Guidance on Application of Buy America 6 PI 0006334 Preference in Federal Financial Assistance Programs for Infrastructure, defines a construction material" as an article, material, or supply that is or consists primarily of: non-ferrous metals; plastic and polymer-based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables); glass (including optic glass); lumber; or drywall. Items excluded from construction materials under OMB Memo M-22-11 are: items of primarily iron or steel; a manufactured product; cement and cementitious materials; aggregates such as stone, sand, or gravel; or aggregate binding agents or additives. a. Items that consist oft two or more of the above-listed construction materials that have been combined together through a manufacturing process, and items that include at Ieast one oft the above-listed construction materials combined with a material that is not listed through a manufacturing process, should be treated as manufactured products, rather than as construction materials. Manufactured products that do not contain steel and iron components are not subject to BUY. AMERICA requirements as set forth under Section 1 above, b. The BUY AMERICA preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to this project. It does not apply to tools, equipment, and supplies brought to the construction site and removed at or before the completion of this project (e.g. temporary aluminum scaffolding). Additionally, the BUY AMERICA preference does not apply to equipment and furnishings that are used at or within the finished infrastructure project but are not permanently affixed to the project or an integral part of the structure (e.g., movable chairs, desks, or computer equipment). G. A Certificate of Compliance shall be furnished for Construction Materials, as part of thel backup information with the billing and on material furnished according to the actual cost account agreement. The form for this certification entitled "Build America, Buy America Certificate of Compliance for Construction Materials" is attached to this agreement and shall be provided to the DEPARTMENT upon completion of80% ofthe agreement amount. Records to be maintained by the COMPANY and the DEPARTMENT for this certification shall include a signed mill test report and/or documentation by a supplier, distributor, fabricator, or manufacturer that has handled the construction materials affirming that all manufacturing, to include at least the final manufacturing process and the immediately preceding manufacturing stage has been carried out in the United States of America, except as allowed by this Section. The lack of these certifications will be justification for the rejection ofthe construction materials or nonpayment oft the work. 7 PI 0006334 Section 7. COUNTYAS PARTY County acknowledges that this Agreement is "proprietary" in nature under applicable Georgia law, as permitted by O.C.G.A. 8 36-60-130), and not governmental" or "legislative," as prohibited by O.C,G.A. 8 36-30-3(a). County further represents and warrants that this Agreement will comply with all applicable laws concerning County actions and approvals and execution of binding agreements, County covenants to undertake all aotions necessary to bind City. Section 8. COMMIENCEMENT AND TERMINATION CONDITIONS Company is not obligated to commence the Work until Parties agree on the removal, relocation and/or adjustment to Company's facilities required by the Project. If County fails to authorize commencement of the Work by March 28, 2026, Company will have no obligation to begin the Work and may terminate this Agreement without penalty by providing County with notice in writing, If County fails to sign and return this Agreement to Company by March 28, 2026, any offer made by Company: pursuant to the Agreement is automatically revoked and the agreement is void and of no effeot. Section 9. MISCELLANTOUS PROVISIONS Duplicate originals of this Agreement will be executed, each of which will be deemed an original but both of whioh together will constitute one and the same instrument. This Agreement may be modified only by an amendment executed in writing by a duly authorized representative for each Party. This Agreement contains the entire agreement of the Parties, and all prior oral agreements are superseded and integrated into this Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia. This Agreement shall accrue to the benefit ofand be binding upon the successors and assigns ofthe Parties. The Parties agree that this Agreement shall be deemed to have been executed in Georgia. [SIGNATURES ON THE FOLLOWING PAGEI 8 PI 0006334 IN WITNESS WHEREOF, the Parties have executed this Contract in four (4) counterparts, each of which shall be deemed an original in the year and day first above mentioned. ATTEST: Rockdale County, GEORGIA By: By: Chairmat, Board of Commissioners Title: Dirch/Cout Cevlc d CE o (SEAL) Witness: Notary: (SEAL) Approved as to Form by: Approved as to form Rockdale County Department of M. Qader A. Balg, County Attomey Transportation ATTEST: GEORGIA POWER COMPANY By: By: Title: William J. Howard, Jr. Witness: Title: Centralized Engineering Svcs Manager Notary: Date: (SEAL) 4 a Givel propen tleot erek personexeetius: Apreement Atlachs seal as required. 9 PI 0006334 Georgia Power DOT Prior Rights Research PI# 0006934 Prepared By: Braden Beaudreau Courtesy Pkwy Ext from Old Covington Date: August 16, 2024 Hwy to Flat Shoals Rd - Rockdale County Prior rights research for the above project in Rockdale County is complete. A thorough search has been performed in the Georgia Power Company LIMS GIS database by Land District, Land Lot, property owners, address, and the Rockdale County qPublic website. The project is in the 322nd and 323rl Land Lots ofthe 16th Land District as well as the 246th Land Lot ofthe 10th Land District of Rockdale County. Conflict locations are along the north side of Dogwood Drive. Distribufion: Distribution Base Map Numbers: 0504-1234, 0507-1234 All work locations in conflict, which appear to be owned by Snapping Shoals Electric Membership Corporation, are located outside the current right-of-way of any foad. Any existing locations outside road right-of-way would be compensable to Georgia Power Company. Conclusion: Work locations in conflict are outside the existing right-of-way of Dogwood Drive and are consequently compensable to Georgia Power Company. ROCKDALE COUNTY Courtesy Pkwy Ext from Old Covington Hwy to Flat Shoals Rd PI#L0006934 August 16, 2024 Work Loc. # 3 e Comments Sheet No. 24-0009 1 X Offe existing road right-of-way Sheet No. 24-0030 25 X Offe existing road right-of-way Sheet No. 24-0031 2 X Off existing road right-of-way