HomeMy WebLinkAboutMD Atlantic Technologies Inc
Augusta Richmond GA
DOCUMENT NAME: N\b A-l\o.,,-t;CIe.d,[,)D~e3 3-nC
DOCUMENT TYPE: COntY6et
YEAR: 0 I
BOX NUMBER: I~
FILE NUMBER: \ s03Co
NUMBER OF PAGES:
\3
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THIS CONTRACT is made as of the ,/~day of
BY AND BETWEEN:
.IJ&:Bn~~~
JOI"ll::lOI'\l , 200t.
Augusta, Georgia, a political subdivision of the State of Georgia, and having offices at 530 Greene
Street, Room 801, Augusta, Georgia 30911. Phone: 706-821-2422, Fax: 706-821-2520;
(hereinafter called "Buyer")
AND:
MD Atlantic Technologies, Inc. a company duly incorporated under the laws of Delaware, and
having an office at 2227 Drake Avenue SW, Building 14, Huntsville, AL 35805-5146; Phone: 256-
882-7788, Fax: 256-882-7774, (hereinafter called" Seller")
WHEREAS Buyer desires Seller to provide the hereinafter-described goods and services, and Seller is willing
to provide same as hereinafter provided,
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and
premises contained herein, the parties hereto agree as follows:
1. Seller shall provide the goods and/or services together with the necessary personnel required to
complete the Work as described in the Statement of Work.
2. As consideration for its performance herein, Seller will be paid by Buyer the amounts set out in the
Payment Terms in the manner described therein.
3. The Seller shall store the original aerial photography film for a period of five calendar years from the last
delivery under this Contract. At the end of this period, the Seller shall return the film to the Buyer or
dispose of it as directed by the Buyer. All risk of loss or damage during this storage period shall be the
responsibility of the Buyer.
4. Within ten (10) days following the execution of this Contract the Seller shall provide to the Buyer a surety
in the amount of (100%) of the contract value as security for the performance of the Seller's obligations
under this Contract.
5. Seller shall commence performance as of the day and year first above written and thereinafter proceed
according to the schedules of performance contained in the Statement of Work.
6. All Notices required to be sent by either party to the other shall be in writing and addressed as follows:
Seller: MD Atlantic Technologies
2227 Drake Avenue SW
Huntsville, AL 35805
Attention: Contracts Manager
Fax: 256-882-7774
Buyer: Augusta, Georgia
530 Greene Street, Annex 101
Augusta, Georgia 30901
Attention: IT Director
Fax: 706-821-2530
The documents making up this Contract shall be interpreted in the following descending order of
precedence:
this Agreement;
Attachment A - Statement of Work.
Attachment B - Payment Terms.
Attachment C - General Terms and Conditions.
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"
A TT ACHMENT C
GENERAL TERMS AND CONDITIONS
IN WITNESS WHEREOF the parties have caused this Contract to be executed as of the day and year first
above written.
AUGUSTA G
Y c!mlTLE
ATTEST:
DATE:
1~~t7.1-
MD ATLANTIC TECHNOLOGIES, INC.
BY ~( ~-,
NAMEITITLE: Stephen Prucha I COO
ATTEST fj f f/'1-;--
a o()J
DATE:
2 of 13
A TT ACHMENT A
SCOPE OF WORK
COLOR PHOTOGRAPHY - OPTION A
1. PRODUCTS -, The products to be provided through this project are:
A. New aerial photography suitable for developing countywide digital orthophotography, along with
survey control via GPS and airborne GPS and Fully Analytical Aerial Triangulation (FAAT) are
required to produce the required product to the map scale ordered upon notice to proceed.
B. Digital orthophotos
(1) Urban area 1"= 100' scale (color)
(2) Rural area 1" = 200' scale (color)
C. Planimetric Updates of building footprints and edge-of-pavement, will be created utilizing softcopy
or traditional collection methods.
It is assumed by the Seller that it will be responsible for accuracy and digital integrity for only those
areas identified by the Buyer for update where change has occurred since the 1995 data acquisition;
all other data provided by the Buyer are assumed by the Seller to be suitable for support of the above
stated products.
2. TECHNICAL REQUIREMENTS
A. AREA. The area defined for the digital orthophotography consists of the area of Richmond
County's political boundary within those tiles shown on the attached Index map (Attachment D) for
existing 100' and 200' scale. Aerial photography will be acquired when trees are barren (leaf-off)
and between 9:30am and 2:00pm (local time), when the sun angle is greater than 30 degrees.
Atlantic will submit a flight plan(s) illustrating the number of control points. All ground control
points (other than checkpoints) must be paneled prior to flying.
B. DESIRED PRODUCT. Two project areas (Le., urban and rural) have been defined by the Buyer.
The following is a summary of desired products for each of the areas:
(1) Urban Area. This area will be flown at 1 "=660' photo scale to produce 1" = 1 00' orthophotos
with a pixel resolution of 0.5 feet. These images will be produced to seamlessly integrate into
the Buyer's existing grid system based on GA State Plane East NAD83 US Survey foot. Each
of the images will measure 3000 feet in the easterly direction and 2000 feet in the northerly
direction. Each diapositive or negative will be scanned in at a higher resolution than the
output resolution necessary to provide a raw raster image of no less than 0.5' pixel resolution;
no down sampling will be permitted.
(2) Rural Area. Shall be flown at 1"=1320' photo scale to produce 1" = 200' orthophotos with a
pixel resolution of 1.0 feet. These images will be produced to integrate seamlessly into the
Buyer's existing grid system based on Stateplane GA East NAD83 US Survey foot. Each of
the images will measure 6000 feet in the easterly direction and 4000 feet in the northerly
direction. Each diapositive or negative will be scanned in at a higher resolution than the
output resolution necessary to provide a raw raster image of no less than l' pixel resolution;
no down sampling will be permitted.
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A TT ACHMENT C
GENERAL TERMS AND CONDITION:S
3. AERIAL PHOTOGRAPHY
A. Aerial photography will be acquired when deciduous trees are barren (leaf-off), and generally
between 9:30 a.m. and 2:00 p.m. local time when the sun angle is greater than 30 degrees.
Photography will not be undertaken when the ground is obscured by snow, haze, fog, or dust;
when streams are not within there normal banks; or when clouds' shadow will appear in more than
five percent (5%) of the area in anyone photograph.
B. Aerial photography at a photo scale of 1"=660' (+/-4000 above ground level) and photo scale of
1 "=1,320' (+/-8000 above ground level) shall be obtained. Aerial film used shall be a fine-grained,
high-speed photographic emulsion on a dimensionally stable base. Negatives deviating the
specified scale by more than five percent (5%) may be rejected.
C. Aerial photographs shall have a minimum of sixty percent (60%) forward overlap, thirty percent
(30%) sidelap, with crab and tilt not to exceed 3 degrees within a single photo and 5 degrees with
respect to adjacent photographs.
D. The aerial camera shall be a precision aerial mapping camera (RC-30 or equivalent) equipped
with forward motion compensation (FMC) and a low distortion, high-resolution lens. The focal
length of the lens shall be 6" with an average weighted area resolution (AW AR) of 110 or greater.
E. A USGS camera calibration report, no more than three years old, shall be submitted with the flight
plan prior to the photo mission.
F. IMAGE QUALITY. Images on the aerial negatives will be clear and sharp in detail and free from
light streaks, Static marks, scratches, and other blemishes. Special care shall be exercised to
ensure proper developing and thorough fixing and washing of all film. Special care should be
exercised to prevent distorting the film during processing and drying. Digital images will be color
balanced to maximize consistent tone, contrast, color and shading.
G. PHOTO INDEX. Coordinates derived from the FAAT will be used to produce plots of photo
centers. The Seller will provide a digital photo index and flight diagram showing the locations of all
actual photo centers exposed. The photo limits will be provided to the Buyer County as a geo-
referenced uncompressed TIFF resample from the digital orthophotos at 8' pixels and Mr. SID
(Lizard Tech) format. This format will be suitable for use with Arclnfo or any other format agreed
upon between the Seller and the Buyer. Each photo center will be annotated and attributed with
the flight strip and exposure number.
H. CONTACT PRINTS OF AERIAL PHOTOGRAPHY. One (1) set of black and white contact prints
will be made on an automatic dodging printer on medium weight resin-coated paper on which ink
and pencil can be used on both sides. This set shall be used as control prints. Contact prints must
be uniform in tone and range of density and must show all details of the negatives clearly. All
prints shall be clear and free from chemicals, stains, blemishes, fog, streaks, or any defects,
which would limit their usefulness. All prints, if applicable, will be packaged and delivered when
the contract is complete.
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I. FILM TITLING AND DOCUMENTATION. All lettering will be positioned as close as possible to
the inside leading edge of the format of the exposure. The characters used for making the
exposures will be 3/16 inch; drafted or stamped with opaque ink to avoid the deformation of the
film that is manifested with heat embossed titlers. The lettering will clearly show on all copies of
the photographs.
J. DOCUMENTATION
(1) Each exposure will be marked beginning in the left-forward corner of the format with the
numerical abbreviation of the date.
(2) The time of day in hours and minutes will be shown on the first and last exposures of
each flight line midway between the date and the middle forward fiducial.
K. The roll-strip-exposure number will be marked at the right-forward corner of the format.
(1) All film on a single spool will bear the same unique roll number.
(2) The photographic strips will be flown and numbered as specified in the detail sheet in an
unbroken series.
L. The scale of the imagery rounded to the nearest whole thousand (e.g., 1 :31680 will be 32) will be
positioned immediately to the right of the middle forward fiducial.
M. The designated project symbol, if, alphanumeric in nature, may be placed midway between the
forward middle fiducial and the right forward corner.
N. HORIZONTAL CONTROL
(1) The Seller will establish sufficient horizontal and vertical ground control for all
photogrammetric mapping associated with this project. Prior to the establishment of the
necessary control, we will evaluate any existing control that may be sufficient for this
project.
(2) The 9"x9" contact prints will be used for selecting points and locating paneled control and
softcopy photogrammetry will be utilized for this project. All photo-identifiable control
points for analytic triangulation will be located and symbolized on the image side of the
photographs in a corresponding electronic file and labeled with coordinate values.
Horizontal points will be symbo,lized with a triangle and pass points with a square.
O. AIRBORNE GPS. The Seller will utilize airborne GPS. Sufficient horizontal and vertical control to
support the airborne GPS and aerotriangulation solution must be acquired. Flight plans will
indicate the locations of GPS control points collected.
P. The Seller will provide sufficient documentation to verify that the survey meets specifications. The
survey will be sufficient to yield mapping products that meet National Map Accuracy Standards at
the scale of 1 "=200' and 1 "=1 00' assuming utilization by trained photogrammetrists using film-
based, analytical and/or softcopy technology in accordance with standard industry practice. The
Buyer reserves the right to obtain data, readings, records, or other information relating to this
project from the Seller.
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ATTACHMENT C
GENERAL TERMS AND CONDITIONS
Q. GROUND CONTROL REPORT. The Seller will document, in the Ground Control Report, the
expected horizontal and vertical accuracy of any GPS ground control points that are proposed for
this project. In addition, the expected horizontal and vertical accuracy of the camera perspective,
centers obtained through airborne GPS collection will be documented. The role of any existing
control to be used will be specifically stated in the Ground Control Report.
R. COORDINATE SYSTEM. The horizontal control will be tied to the Georgia State Plane
Coordinate System EAST ZONE 1983 North American Datum U.S. Survey foot and as such, full
compatibility with existing control will be achieved.
4. DIGITAL ORTHOPHOTOGRAPHY
A. GENERAL REQUIREMENTS. The orthophoto image will have fine grain quality and uniform
density. It will preserve the clarity and detail of the original negatives to the maximum extent
possible and will be free of dust marks, scratches, fog, streaks, stains, and blemishes of any kind.
The imagery will be free of scan lines, double exposures, out-of-focus images, mismatched
imagery and inconsistencies in tone and density from one image to an adjacent image that may
interfere with the interpretability of ground features or that are aesthetically objectionable. Images
will be butt joined to match and to appear seamless when referenced together in each respective
scale.
B. ACCURACY. All ground level features on the final digital Orthophotos will meet horizontal
National Map Accuracy Standards (NMAS). All remaining inputs and processes (Le.
aerotriangulation control and methodology, scanner calibration, and sensor calibration) used in
digital orthophoto production will be sufficiently accurate to ensure that the final product meets
NMAS.
C. DTM/DEM. The DTM acquired in the 1995 project will be utilized to rectify the photography;
otherwise, it is the responsibility of the Seller to generate a OEM using an analytical stereoplotter
or equivalent softcopy techniques. The OEM will consist of points spaced at regular intervals along
a grid, and will be supplemented by breaklines at all significant terrain breaks. The existing data
for contours and spot elevations of areas of change, with respect to the features to be updated,
will be compared against the new photography in a softcopy environment to perform the updates.
If any updates are made to the DTM, an updated ASCII file will be provided. The County will not
be using the updated DTM to generate new 5' contours. It is the Seller's responsibility to ensure
that the digital orthophotography meets NMAS for the stated map scales. DTM samples in the
rural areas and urban areas will be provided.
'D. PILOT PROJECT. The Seller will produce eight (8) digital orthophotography tiles of the suburban
(northwest) portion of the County at the scale indicated by the contract. This pilot area will be
approved by the County or corrections made and approved by the County within two (2) weeks.
County approval will be given PRIOR to any production of the remaining contracted digital
orthophotographs.
6 of 13
5. PLANIMETRIC UPDATE REQUIREMENTS
A. Building Outline (Roof Top)
(1) Attributes (polygon identification):
(a) Building Centroid
(b) Mobile Homes / Trailer Centroid
(c) Under Construction Centroid
(2) Update Areas
(a) There are approximately 6000 buildings to be added to the database.
(a) These occur countywide, but the Buyer will furnish the Seller with a list of all map tiles
on which new buildings are situated.
B. Edge of Pavement
(1) Attributes
(a) Paved Road
(b) Dirt Road (Traveled area)
(c) Driveway
(d) Trail (Traveled area)
(e) Runway
(2) Update Areas
(a) There are approximately 200-300 roads to be added to the edge of pavement
database, mostly falling in subdivisions.
(b) The Buyer will prepare a list of all updated roads and the map tiles on which they
appear in order to facilitate a cost-effective update of this feature.
C. Impervious Surfaces - Impervious surface information will be collected for all properties with
structures and driveways longer than 100 feet. For properties with driveways less than 100 feet,
only the structure will be considered.
(1) Parcel and structure polygons will be intersected to create a pervious surface polygon for
each property. Under this process, both graphic deliverables and a report from this new
coverage will be generated.
(2) For large parcels, we will perform a visual inspection of the plan to find driveways that are
longer than 100 feet. There will be some ambiguity in this in that rural driveways are often
crushed stone (pervious) rather than asphalt or concrete. Some interpretation of the
imagery will be necessary.
(3) To determine the impervious surface of parking lots (based upon a minimum capacity of
10 automobiles), for'those parking lots that are labeled on the land base, the surrounding
vector features will be examined to determine if, after they have been selected and
merged onto the "parking lot layer", they will adequately define a parking lot polygon. If
not, the orthophoto image will be referenced and used to determine the parking lot
polygon. The parking lot polygons will be processed through Arcllnfo's BUILD and CLEAN
utilities to establish their topologic structure and then intersected with the parcel polygon
layer to assign ownership and to determine the area of the impervious surface assigned
to the specific parcel. The above process will be based upon accurate, quantifiable and
assignable (by property parcel) area information.
6. DELlVERABLIES
A. The Seller will deliver the following products and information to the Buyer per the schedule.
(1) Ground Control Report
(2) Fully Analytical Aerial Triangulation Report
(3) Camera Calibration Report
(4) Planimetric File updates (structures, edges of paved surfaces impervious surfaces) in
ARCllnfo Coverage or Export format
7 of 13
ATTACHMENT C
GENERAL TERMS AND CONDITIONS
(5) ASCII data for the DTM areas that were revised
(6) Digital Orthophoto imagery tiled to the specified areas of coverage for the rural and urban
areas. The images will be delivered in geoTIFF format. Additionally, a seamless file will
be delivered for each area in Mr SID format.
8 of 13
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ATTACHMENT C
GENERAL TERMS AND CONDITIONS
1. CURRENCY
All amounts stated in this Contract are in US Currency dollars.
2. PRICE (Fill in the appropriate paragraph below. Unused paragraphs may be left in or deleted.)
o Firm Fixed Price for the Work described in Attachment A - Statement of Work is Three Hundred Ninety
thousand and Eighty Four dollars and thirty-two cents ($390,084.32) excluding any sales, use, value added
or similar taxes.
And
o Performance Bond. Seller shall provide Buyer with a Performance Bond equal to 100% of the value of the
contract as stated above. This is an additional cost item of three thousand fifty-six dollars and zero cents
($3056.00), and shall be invoice separately.
a. Buyer shall not be obliged to reimburse Seller in excess of this Limitation of Expenditure. Seller shall not be
obliged to perform any Work or provide any service that would cause the liability of Buyer to exceed the
said Limitation of Expenditure, unless so authorized in writing by Buyer. Seller shall notify Buyer as to the
adequacy of the Limitation of Expenditure and provide a new estimate of cost if, at any time, Seller
considers the funds provided are inadequate for the completion of the Work. It is understood and agreed
between the parties that the giving of such notifications and estimates shall not increase Buyer's liability for
the Work over the above Limitation of Expenditure.
3. PAYMENT
a. Following delivery to, and acceptance of the Work or a portion of the Work, by Buyer, Seller shall submit a
Claim for Payment (invoice) in a form satisfactory to Buyer and accompanied by such supporting
documentation as Buyer may reasonably require.
b. Invoices shall be deemed valid and accepted unless Buyer notifies Seller within fourteen (14) calendar days
after receipt of a Claim for Payment that it'cannot accept the Claim for Payment., In that event, reasons for
such rejection shall be stated in the Notice of Rejection of Claim.
c. In order to minimize handling and processing by the Buyer, Seller shall attempt to submit to the Buyer no
more than four (4) invoices for the project effort. Invoices will be submitted at four performance milestones
with the fourth milestone being submission of final project deliverables as indicated in the above scope of
work. Milestone invoices will be used as follows but may vary in actual execution:
Milestone Proiect Phase Aoorox. Inv. Amount
Performance Bond
Acquisition of Control and Aerial Photography
Delivery and Acceptance of Pilot Project
First half of Plan Updates and Orthos
Second half of Plan Updates and Orthos
(final deliverables) $ 40,084.32
d. Buyer shall pay each Claim for payment within thirty (30) calendar days subject to the Terms and Conditions
on Attachment C.
1
2
3
4
$ 3,056.00
$100,000.00
$100,000.00
$150,000.00
i. Receipt of a satisfactory Claim for Payment; or
ii. Acceptance of the Work covered by the Claim for Payment.
10 of 13
ATTA(;HMJj;NT (;
GENERAL TERMS AND CONDITIONS .
surety approved by Buyer, for the faithful performance
of this contract.
5. WARRANTIES/GUARANTEES
1. PREVAILING TERMS
The following terms and conditions identify the minimum
requirements. If Prime Contract terms and conditions
apply, as provided or as referenced in the contract, the
greater of or additional requirements contained in the
respective terms and conditions shall apply.
2. INDEPENDENT CONTRACTOR
Seller is and shall at all times be an Independent
Contractor to Buyer during performance under this
Contract, and at no time shall be considered an agent,
servant, or partner of Buyer. All persons employed by
Seller to perform its obligations under the Contract shall
be its employees or servants and not the employees,
servants, or agents of Buyer.
3. TITLE TO GOODS AND SERVICES - RISK OF LOSS
a. Except as may otherwise be provided herein, Buyer
shall acquire title to each and every of the goods and
services to be provided by Seller in this Contract.
Seller warrants that it has good and marketable title to
each and every of such goods and services, and that
they are and shall be free of and from any claims, liens,
charges or encumbrances of any kind. Title to such
'goods and services shall pass to Buyer upon receipt
and acceptance at the place or places designated
herein.
b. The risk of loss to such goods and services shall pass
to Buyer upon delivery to the Buyer at the delivery point
specified in this Contract.
c. Seller shall not resale any of the goods provided to
Buyer by Seller as specified in this Contract, without
express written consent of Buyer.
4. INSPECTION AND ACCEPTANCE
a. Seller shall inspect and test as required in the Contract
and maintain a system therefor and records thereof
acceptable to Buyer.
b. Buyer, its representatives, or Client may from time to
time wish to view Seller's performance under the
Contract or conduct tests or inspections. Seller agrees
to co-operate fully with such activities and to allow
reasonable access to its facilities and those of its
subcontractors or sellers at all reasonable times for
these purposes.
c. Any inspections, tests, review, or comments by Buyer,
its representatives, or Client shall in no way relieve
Seller of any of its obligations in the Contract, unless
otherwise expressly provided herein and then only to
the extent provided.
d. If any of the goods and services do not conform to the
requirements of this Contract, Buyer may, within
fourteen (14) days of receipt, reject any or all of the
goods and services. If the Buyer has not rejected the
goods and services within fourteen (14) days of receipt
thereof the goods and services shall be deemed to be
accepted. Rejected goods may, at the option of Buyer,
be held for Seller's disposition instructions or returned
to Seller. Any approval or acceptance by Buyer of part
of the goods and services shall not relieve Seller of its
obligations. No act of payment by Buyer shall be
considered an approval or acceptance of any or all of
the goods and services.
e, Seller shall provide a Performance Bond in the amount
of 100 percent of the Contract price, with a corporate
Rev. 010507
a. Seller warrants that the goods and services to be
provided herein shall:
i. be new and of the best quality where no quality is
specified;
ii. conform with the requirements of the Contract and
any specifications or drawings incorporated herein;
and
iii. Be free from defects in workmanship, materials, and
design, where design is the responsibility of Seller.
b. If at any time prior to the expiry of ninety (90) days from
the date of the acceptance of the goods or services
provided by Seller the goods or services, or any part
thereof, do not in any way conform to the requirements
of the Contract, then upon Notice to Seller by Buyer
within a reasonable period of time after the discovery
thereof, Seller shall promptly repair, replace, correct or
re-perform such defective goods or services to the
satisfaction of and at no cost to Buyer.
c. THIS SOLE AND LIMITED WARRANTY, IS IN LIEU
OF ALL OTHER WARRANTIES, GUARANTEES OR
REPRESENTATIONS, WHETHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE GOODS AND
SERVICES, INCLUDING BUT NOT LIMITED TO,
THOSE RELATING TO MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR
FUNCTION AND WHETHER ARISING OUT OF
STATUTE, LAW, EQUITY, COURSE OF DEALING,
USAGE OF TRADE OR OTHERWISE.
d. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY
CONSEQUENTIAL LOSSES OR DAMAGE
INCLUDING LOSS OF PROFIT, USE, OR CAPITAL,
BY BUYER, ARISING HEREFROM.
6. REPORTS AND MEETINGS
Seller shall furnish Buyer with reports and attend
meetings when and as reasonably required by Buyer.
7. CHANGES - SUSPENSION
a. Buyer by Notice through its authorized representative
shall at all times have the right to:
i. make changes (Change) hereto including, but not
limited to, the goods or services to be provided; the
time, place, or method of delivery; design;
speCifications; or drawings; or
ii. Suspend performance by Seller (Suspension)
herein, whereupon Seller shall promptly comply with
such Suspension as required; place no further
orders or subcontracts; make all reasonable efforts
to obtain suspension terms favourable to Buyer; and
use its personnel and facilities so as to minimize
costs associated with the Suspension.
b. If Seller believes any instruction, interpretation, or
decision by Buyer affects its performance obligations
herein and should be considered a Change, it may
within ten (10) working days of receipt thereof, give
written Notice to Buyer's authorized representative of
the effect upon Seller's performance obligations.
Receipt of such Notice by Buyer or acquiescence
thereto shall not be construed as a Change. In no
event shall any instruction, interpretation or decision by
Buyer that results from an error, mistake, or omission
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GENERAL TERMS AND CONDITIONS ,
of Seller in the provision of goods or services herein be negligence of such party. Such causes include but are not
considered as a Change. limited to: acts of God or of the public enemy; acts of
c. If any Change or Suspension results in an alteration to Government in either its sovereign or contractual capacity
the cost of or time required for Seller performance (including but not limited to export/import control); fire;
herein, an equitable adjustment will be made and the flood; strike; epidemic; quarantine restrictions; freight
Contract amended accordingly. Seller shall continue embargo; or unusually severe weather. The affected party
performance of its obligations herein during the period shall immediately give Notice to the other, including all
of Change or Suspension until such equitable relevant information available, that any such actual or
adjustment is made. In no event shall any alteration, potential cause is delaying or threatens to delay the timely
modification or other change to the Contract have performance of the Contract.
effect or be binding upon either party unless in writing 10. COMPLIANCE WITH LAW
and signed by both parties. Seller shall comply at all times with all federal, state,
d. If Buyer fails to make payments to Seller in accordance provincial, municipal or local laws and regulations.
with the terms of this Contract, Seller may suspend 11. CONFIDENTIAL INFORMATION
performance hereunder until all amounts owing have a. Both parties agree to:
been paid. i. receive and maintain as proprietary and confidential,
8. TERMINATION any Confidential Information of the other party; and
a. Buyer may at any time and without cause, upon thirty ii. To protect same from disclosure to others or from
(30) days Notice to Seller, terminate all or a portion of use, by itself or others, for any purpose inconsistent
the Contract. Rights and obligations of the parties with this Contract without the prior written consent of
which may have accrued or arisen to the time of the providing party.
termination shall not be affected thereby. Seller shall be b. Confidential Information shall include information or
paid for all work delivered and accepted in accordance property falling within the scope of a party's patents,
with the Contract, the fully burdened cost of any work copyright, trade secrets, technical data, know-how, or
not completed or delivered up until the time of business information conveyed in written, graphic or
termination and reasonable costs of terminating the other permanent tangible form; or if oral, if promptly
work plus overheads and a reasonable profit on all reduced to a permanent tangible form, and shall also
work delivered and accepted in accordance with the include all information received by a party under an
Contract. obligation of secrecy or confidentiality, but shall not
b. Upon default by Seller of any material term, condition, include information which:
covenant or agreement to the Contract, and upon i. 'was already known to the receiving Party without an
Seller's failure to cure such default within thirty (30) obligation of secrecy at the time of disclosure under
days of written Notice thereof, Buyer may te'rminate all this Contract; or
or a portion of this Contract. Seller shall be paid for all ii. is lawfully in the public domain at the time of
Work delivered to and accepted by Buyer prior to the disclosure under this Contract, or becomes lawfully
termination. Deemed acts of default by Seller shall within the public domain but only after such time; or
include but not be limited to: iii. After disclosure is lawfully obtained by the receiving
i. Seller ceasing to carry on its business in the ordinary party from another source without restriction on
course; or, disclosure.
ii. insolvency or bankruptcy of Seller, or the making of c. The provisions contained within this Article, shall
a general assignment for the benefit of creditors; or, survive termination of the Contract for any reason
iii. an order of receivership, or for the liquidation or whatsoever for ten (10) years from the' effective date of
winding up of Seller; or, this Contract.
iv. The appointment of a Custodian, Receiver or d. This Contract and certain documentation and
Manager or similar person in respect of Seller. information related hereto may be subject to Georgia's
c. Upon default by Buyer of any material term, condition, Open Records Act (O.C.G.A 950-18-70, et seq.).
covenant or agreement to the Contract, and Buyer's Seller shall cooperate fully in responding to such
failure to cure such default within thirty (30) days of request and shall make all records, not exempt,
written Notice thereof, Seller may terminate all or a available for inspection and copying as required by law.
portion of this Contract. Deemed acts of default by Seller shall clearly mark any information provided to
Buyer shall include but not be limited to: Buyer, which Seller contends in Confidential
i. Buyer ceasing to carry on its business in the ordinary Information. Seller shall notify Buyer immediately of
course; or, any Open Records Request arising out of this Contract
ii. insolvency or bankruptcy of Buyer, or the making of and shall provide Buyer with a copy of any response to
a general assignment for the benefit of creditors; or, same.
iii. an order of receivership, or for the liquidation or e. Seller will indemnify, defend, and hold harmless Buyer
winding up of Buyer; or, against any claim for information under the Open
iv. The appointment of a Custodian, Receiver or Records Act, which Seller claims, is Confidential
Manager or similar person in respect of Buyer. Information.
9. EXCUSABLE DELAYS 12. SUBCONTRACTS/PURCHASE ORDERS
A party hereto shall not be in default under the Contract Seller agrees to preserve and protect the rights of the
from any failure to perform hereunder if such failure arises parties hereto in any subcontracts or purchase orders for
from causes beyond the control of and without the fault or
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GENERAL TERMS AND CONDITIONS
the provision of any portion of the goods or services
required hereunder.
13. INDEMNITY FOR PATENT INFRINGEMENT,
Seller shall defend, indemnify and save harmless Buyer
or its Client from and against all damages, costs and
expenses, including attorneys' fees and costs either may
sustain, pay, or incur as a result of any cause, action, suit,
proceeding or claim brought against Buyer or its Client as
a result of the sale or use of the goods or services
provided by Seller under this Contract and based upon
actual or alleged infringement of United States or foreign
letters patent, copyright, trade secret, or trademark, or
proprietary rights of others. Buyer will provide Seller with
timely written Notice of any such claim, and will co-
operate fully with Seller in furtherance of Seller obligations
herein. Seller obligations herein shall not apply to Buyer-
provided designs or specifications.
14. LIABILITY AND INDEMNIFICATION
a. Seller shall indemnify and save harmless Buyer from
and against all manner of actions, proceedings,claims,
demands, losses, costs, damages, and expenses
whatsoever which may be 'brought or made against, or
which Buyer may sustain, payor incur, as a result of or
in connection with the performance or non-
performance of the Contract in whole or in part by
Seller, whether in contract, tort or otherwise.
b. IN NO EVENT SHALL SELLER BE LIABLE FOR LOSS
OF PROFITS, LOSS OF REVENUE, SPECIAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES.
c. Notwithstanding any other provisions of this Contract,
Seller's liability under this contract shall be limited to
the one million dollars ($1,000,000.00).
15. NOTICES
Any Notice herein by one party to the other shall be in
writing and shall be submitted to those persons as
directed in the Agreement.
16. DISPUTES
In the event of a dispute arising out of or relating to this
Contract, the parties shall attempt to settle the matter
amicably at the working level. Where the parties are
unable to resolve the dispute, either party may by Notice
setting out the particulars of the dispute, refer the matter
to the senior management of the parties. If senior
management cannot resolve the dispute within thirty (30)
days of the Notice of Dispute either party shall have the
right to bring action in the Superior Court of Richmond
County, Georgia. Seller, by execution of the Contract,
specifically consents to jurisdiction and venue in the
Superior Court of Richmond County, Georgia.
17. WAIVER
Waiver by either party of the strict performance of any
term, condition, covenant, or agreement in the Contract
shall not of Itself constitute a waiver of or abrogate such
term, condition, covenant or agreement, nor be a waiver
of any subsequent breach of same, or of any other term,
condition, covenant or agreement.
18. HEADINGS
Headings to any of the provisions of the Contract are for
convenience only and shall not have the effect of
modifying, amending, or altering any provision of the
Contract.
Rev. 010507
19. SEVERABIUry
If any provision of the Contract is held to be invalid in
whole or in part, the remainder of the Contract or of such
provision, as the case may be, and the application
thereof, shall not be affected thereby.
20. LAW OF CONTRACT
The laws of the State of Georgia shall govern the legal
obligations of the parties and the interpretation of the
Contract. The parties agree that the UNCITRAL rules are
not applicable to this contract
21. ASSIGNMENT
Neither the Contract nor any rights or obligations
contained herein may be assigned or otherwise
transferred in whole or in part by Seller without the prior
written consent of Buyer. Such consent shall not be
unreasonably withheld.
22. LEGAL REPRESENTATIVES, SUCCESSORS AND
ASSIGNS
Each and every of the provisions contained in this
Contract on the part of either party shall apply to and
ensure to the benefit of and bind their respective legal
representatives, successors and assigns.
23. TAXES/DUTY
Unless expressly included herein, prices for goods and
services are exclusive of all sales, use and like taxes,
value, value added, or business transfer taxes, customs
or import/export duties and excise taxes; and any such
taxes or duties required by law shall be paid by Buyer.
24. PUBLICITY
Both parties acknowledges and accept that the other
Party's name shall not be disclosed for purposes of
advertising, including but not limited to press releases,
brochures, photographic coverage, or verbal
announcements concerning this Contract and/or any
subsequent agreement, without the express written
permission of the other party.
25. ENTIRETY OF CONTRACT
The Contract together with all Attachments and
Appendices attached hereto or incorporated herein by
reference comprise the entire agreement between the
parties and supersedes all other previous statements,
representations, or agreements, whether oral or written.
Rev. 010430
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