Facility Disaster Restoration & Recovery Services Pre-Qualified Vendor Listing Date: August 1, 2008 The following vendors have responded to the RFQ, provided the necessary information, and agreed in advance to sign the Non-Exclusive Facility Disaster Restoration and Recovery Services contract (letter on file with Bruce Holmes, Board of Regents Office) Vendors are presented in alphabetical order: BELFOR 800-856-3333 BMS CAT 800-433-2940 EPIC Response 770-516-3491 Full Circle Restoration 770-232-9797 Munters 800-686-8377 North Ridge Restoration, LLC 770-751-6500 Parker-Young Construction 770-368-1000 main 478-757-9032 Macon 706-636-3381 Ellijay Universal Restoration Services 866-877-8979

Appendix: Disaster Recovery Service Contractors I. Purpose: In emergency situations that require the immediate response of contractors to strengthen facilities, start immediate actions to prevent further damage to facilities, property, and conduct assessments of damage. This appendix establishes procedures for using pre-qualified contractors that were identified through a qualifications-based selection process as having the requisite abilities to respond to emergency situations that may occur on the [Institution Name] campus. II. Discussion: Pre-qualified contractors have been identified through a qualifications based selection process. This process focuses on qualifications and not pricing. [Institution name] is response for obtaining quotes, and monitoring contractor activities to ensure the best use of fiscal resources. III. Authorities: Only the following, [Institution Name] personnel have the authority to initiate a contractor response:

a. [name, title, office contact number] b. [name, title, office contact number] c. [Continue as required]

III. Procedure: a. Request for Contractor Response

1. Authorizing official will contact a pre-qualified vendor (see attached) providing available information available such as; type of event, visible damage, specific location of facility and damaged area, location of any hazard materials that may interfere with the response.

2. Contractor(s) will be selected from the pre-qualified contractor list, (see page 2) and contacted using the information provided.

b. Initial Assessment/Estimate

1. Contractor will conduct an initial assessment of the grounds and/or facility to determine elements of a response.

2. Projected costs for stabilization activities will be obtained from the contractor within 24 hours to include initial scope of activities.

3. The NON-EXCLUSIVE FACILITY DISASTER RESTORATION AND RECOVERY SERVICES CONTRACT, has been developed for use in such situations. Pre-qualified vendors have agreed to sign the contract as required. Authorizing official will request a price list from vendor for services to be provided. NOTE: this does not prohibit the institution from negotiating pricing, etc, with vendors.

c. Information and Updates

1. Contractors may request information about the institution and/or conduct a site visit to gather information about the institution.

2. Updated vendor lists will be periodically received from the Board of Regents office and will be attached to this appendix.

3. Contact information for Authorizing officials will be reviewed and updated quarterly.

NON-EXCLUSIVE FACILITY DISASTER RESTORATION AND RECOVERY SERVICES CONTRACT

This Non-Exclusive Facility Disaster Restoration and Recovery Services Contract (this “Agreement”) is entered into effective_______________ (the “Effective Date”) by and between the ________________ institution, a unit of The University System of Georgia (“USG”) an agency and institution of higher education organized under the constitution of the State of Georgia and (“Contractor”), a , Federal Tax Identification No. . WHEREAS, ___________________, (Using agency) of the USG desires to contract for certain disaster restoration and recovery services; WHEREAS, _____________________Contractor specializes in providing the services desired by USG Using agency; and WHEREAS, USG Using agency wishes to contract for and Contractor agrees to provide the Covered Services (as hereinafter defined) subject to the terms and conditions of this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and also in consideration of the mutual promises herein contained, USG Using agency and Contractor agree as follows: 1. DEFINITIONS 1.1 The term “Contractor Coordinator” means the person(s) designated by USG in Appendix 1 to coordinate the communications between Contractor and USG Using Agency or that person’s delegate. 1.2 The term “Covered Services” means and refers to any and all disaster restoration and recovery activities requiring prompt immediate action to prevent/reduce threats to life safety and/or protect facilities, including content, from further damage. Services for the stabilization of facilities and operations prior, during and/or immediately following an emergency situation. Stabilization activities are described, but not limited to - activities requiring prompt immediate action to prevent/reduce threats to life safety and/or protect facilities, including content, from further damage. In some situations, restoration of facility operations is a part of the immediate stabilization service to include services required for institutions to resume full or partial operations in the affected areas. Covered Services may include, but are not limited to: project management; fire, smoke and water damage recovery; moisture control; heating ventilation and air conditioning (HVAC) decontamination and cleaning; microbial remediation; telecommunications recovery; electronics restoration; media recovery; documents, books and vital records recovery; equipment recovery; training, and other examples of services described in Appendix 2. The Covered Services shall include all services fairly deemed included in, incidental to, or reasonably inferable from the services described in Appendix 2.

1

1.3 The term “US DOT” means the United States Department of Transportation or any

successor agency.

1.4 The term “US EPA” means the United States Environmental Protection Agency or any successor agency.

1.5 The term “Using agency” means any USG member institution that may require

Covered Services.

1.6 The term “Institution Coordinator” means the person designated by the Using agency in Appendix 1 to coordinate communications between Contractor and the Using agency, or that person’s delegate.

1.9 The term “GEPD” means the Georgia Environmental Protection Division or any successor agency.

1.10 The term “GHPD” means the Georgia Historic Preservation Division or any successor agency.

1.11 The term “GEMA” means the Georgia Emergency Management Agency or any successor agency.

1.12 The term “GDHR” means the Georgia Human Resources or any successor agency.

1.13 The term “DOAS” means the Georgia Department of Administrative Services or any successor agency.

1.16 Hazardous Materials. The term “Hazardous Materials shall mean any material or substance within the meaning and definition for “Hazardous Substance” and/or “Hazardous Waste” as those terms are employed and set forth in the Georgia Hazardous Site Response Act and the Comprehensive Environmental Response Compensation and Liability Act as amended, 42 USC § 6901 et seq., and regulations promulgated thereunder (collectively “CERCLA”) and any corresponding state or local law or regulation, and shall also include: (a) any Pollutant or Contaminant as those terms are defined in CERCLA; (b) any Solid Waste or Hazardous Constituent as those terms are defined by, or are otherwise identified by, the Resource Conservation and Recovery Act as amended, 42 USC § 6901 et seq., and regulations promulgated thereunder (collectively “RCRA”) and any corresponding state or local law or regulation; (c) crude oil, petroleum and fractions of distillates thereof and petroleum releases ; (d) any other material, substance or chemical defined, characterized or regulated as toxic or hazardous under any applicable law, regulation, ordinance, directive or ruling, including, but not limited to, Asbestos or polychlorinated biphenyl (PCB),and, (e) any infectious or

2

medical waste or environmental contamination as defined by any applicable federal or state laws or regulations.

a).The term “Hazardous” Materials does not include those materials that are expressly and specifically required to be installed under the Contract Documents. b) The term “Hazardous” Materials does not include products or materials that are commonly used in construction or industrial practice so long as they are used in accordance with the manufacturer’s instructions or Material Safety Data Sheets issued for the product or materials. (See Article 1.18 below.)

1.17 Prohibition against selecting and installing products containing hazardous materials. The Contractor shall not select, install or otherwise incorporate any products or materials containing Hazardous Materials within the boundaries of the Site. Should the Contractor or any Subcontractors have knowledge that, or believe that, an item, component, material, substance, or accessory within a product or assembly selected by the Contractor or any Subcontractor may contain Hazardous Materials it is the Contractor’s responsibility to secure a written certification from the manufacturer of any suspected material which identifies the specific Hazardous Material(s) contained, together with the Material Safety Data Sheets (MSDS) for such materials which shall be submitted to the Using Agency and Design Professional.

1.18 Hazardous Materials and Substances Used On the Job Site. Products containing Hazardous Materials may be employed in the performance of work by the Contractor and its Subcontractors, as allowed by subparagraph 1.16 a & b above, as a means and methods application or as part of its performance of the Work, such as chemicals used on the Site, but only provided that: (i) such products are used In accordance with the manufacturer’s instructions and Material Safety Data Sheets; (ii) such products are rendered harmless upon completion of the affected Work; (iii) reasonable precautions can be and are taken to prevent foreseeable bodily injury or death to persons involved in the Work or in its proximity, including the ultimate users of the completed Work; (iv) the Contractor shall make available to the Using Agency copies of Material Safety Data Sheets (MSDS) for any such products used on the Site, and (v), the Contractor shall immediately notify Using Agency, Design Professional and appropriate regulatory agencies if there is a spill or release or misuse of any such product used on the Site that exceeds State or Federal reportable limits.

3

2. Contract SERVICES

2.1 Contract Services. Contractor shall provide to USG and the Using agency’s the Covered Services.

2.2 Contractor’s Performance of Covered Services. USG is entering into this contract in reliance on Contractor’s special skills and expertise with respect to performing the Covered Services. Contractor accepts the relationship of trust and confidence established between USG and Contractor by this Agreement. Contractor agrees to use its best efforts, skill, judgment, and abilities in performing the Covered Services, and to cooperate with USG in providing the Covered Services. Contractor also agrees to use its best efforts to cooperate and coordinate with other contractors providing services to USG during any disaster recovery operation. Contractor acknowledges and agrees that the implementation of safe, alternative methods for the performance of Covered Services that would provide cost savings are important aspects of this Agreement. Contractor agrees to use all reasonable efforts, within the limits of Applicable Laws (defined in Section 7.1 of this Agreement), to propose safe, alternative methods for the performance of Covered Services to reduce costs and liabilities to USG and the Using agencys. 2.3 Industry Practices. Contractor shall perform the Covered Services in accordance (a) with the terms and provisions of this Agreement; and as applicable; (b) in accordance with all FEMA/GEMA and state DOAS insurance requirements to maximize the potential for payment of claims and reimbursement of expenses. 2.4 Facility Access. At any time and from time to time upon reasonable notice to Contractor, Contractor shall provide USG or Using agency personnel access to all Facilities used or to be used by Contractor in connection with performance of the Covered Services. 3. Contractor’s compensation for the performance of the Covered Services shall not exceed the Contractor’s rates as set out in the schedule of rates provided in response to the RFQ. All rates shall remain unchanged for the full term of this Agreement. There shall be no add-ons or other fluctuation in rates.

When total equipment rental costs for a piece of equipment are projected to reach 75%

of the fair market value of the equipment the Contractor will notify the Using agency. Contractor and Using agency will identify alternatives to prevent the agency from paying excessive rental charges.

4. REQUEST TO PROVIDE COVERED SERVICES

4.1 Performance of Service on Request. Contractor shall perform Covered Services, upon the request of USG or the Institution Coordinator or delegate. If Contractor fails to arrive at USG or the Using agency with proper personnel and equipment for completion of the services, or to notify USG or the Institution Coordinator of the Using agency of a delay, within two (2) hours of the agreed upon time and date, then the contract at the discretion of the Using Agency may be void.

4.2 Service Locations. Contractor shall perform Covered Services at locations designated by USG or the Institution Coordinator of the Using agency.

4

5. INVOICING AND PAYMENT 5.1 Submission of Invoices. Contractor shall submit to the Institution Coordinator of the Using agency, invoices for Covered Services. Invoices for Covered Services will be provided by fax if subsequently confirmed by first-class mail to the Institution Coordinator no later than 30 days from date of last service. Invoices shall, (1) set forth a description of the Covered Services performed, (2) reference USG’s or the Using agency’s purchase order/release number, and (3) be accompanied by a comprehensive final report with detailed information that summarizes all Covered Services provided by Contractor. Invoices shall be submitted in a timely manner and in a form with sufficient detail to satisfy FEMA/GEMA and DOAS state insurance requirements in order to maximize payment of claims and reimbursement of expenses. (4) Using agency is to be invoiced no later than 30 days from completion of services,.

5.2 Payments Due. Using agency shall review each invoice and may make such exceptions as USG or the Using agency deems reasonably necessary or appropriate. USG or the Using agency shall notify Contractor in writing of any such exception or disputed amount, including a full description of the reason for the exception. So long as Contractor has provided USG or the Using agency with its current and accurate Federal Tax Identification Number in writing, USG or the Using agency shall make payment of all undisputed amounts to Contractor within thirty (30) days after receipt of the invoice and all supporting documentation. 5.3 Reserved

5.4 Deficient Work. If, in the opinion of the Contract Coordinator, any of the Covered Services are unreasonably delayed, executed carelessly or negligently, or in noncompliance with the requirements of all Applicable Laws, FEMA/GEMA or DOAS state insurance requirements, or of this Agreement, the Contractor Coordinator may notify Contractor in writing, and if Contractor fails to submit a corrective plan of action within five (5) days from the delivery of notice and correct the deficiencies noted to the satisfaction of the Contract Coordinator within fifteen (15) days, then (1) Contractor shall, upon demand of the Contract Coordinator, discontinue the Covered Services in accordance with Contract Coordinator's written instructions, and (2) USG shall be relieved of all responsibility to pay for Covered Services that are unreasonably delayed, executed carelessly or negligently, or in noncompliance with the requirements of all Applicable Laws, FEMA/GEMA or DOAS state insurance requirements, or of this Agreement. 6. MANAGEMENT, TREATMENT, TRANSPORTATION AND STORAGE OF USING

AGENCY PROPERTY 6.1 Tagging and/or Labeling of Using agency Property. Contractor shall tag and/or label all USG or Using agency property placed under the care, custody and control of Contractor 6.2 Chain of Custody - (a) Contractor shall provide a tracking system to allow USG and the Using agency to determine each party who possessed or possesses each USG or Using agency property placed in the care of , custody and control of Contractor on a per-item basis from the time such item is placed in the care, custody and control of the Contractor until such item is returned to USG or the Using agency. The tracking system shall include a schedule

5

acceptable to the Contract Coordinator for notifying USG or the Using agency of each change in location, status, or the party in possession of USG or Using agency property on a per-item basis. (b) Contractor shall prepare and provide to USG or the Institution Coordinator a properly completed chain of custody report or other appropriate transportation and storage document prior to taking custody and control and/or removal of USG or Using agency property from USG or the Using agency premises. The chain of custody report or other appropriate transportation document must be typed and must include a brief description of the property, including property inventory numbers. Contractor shall provide the Institution Coordinator with adequate time to review and approve a completed copy of the transportation and storage documents, chain of custody report, and any other documentation prior to removal or transfer. Upon return of each item to USG or the Using agency, USG or the Using agency shall sign for receipt if the property is returned in an acceptable condition.

6.3 Dedicated Cargo Beds USG-Approved Transporters. Contractor and its subcontractors shall transport Using agency property only in vehicles dedicated to Using agency property shipments or in vehicles with cargo beds that are so dedicated. Contractor shall transport Using agency property itself or subcontract such transportation to a USG-approved transporter. USG reserves the right to withdraw its approval of any transporter at any time by giving written notification to Contractor. 6.5 USG-Approved Facilities. Contractor shall transport USG or Using agency property only to a treatment or storage facility (“Facility”) that maintains adequate insurance, operates in compliance with all Applicable Laws, and has been pre-approved in writing by the Contract Coordinator or the Institution Coordinator for the Using agency, at the sole discretion of the Contract Coordinator or the Institution Coordinator. Upon request, Contractor shall provide to the Contract Coordinator or the Institution Coordinator copies of all information reasonably requested by the Contract Coordinator or the Institution Coordinator to confirm that any such facility is properly registered, permitted, or licensed (if required); maintains adequate insurance; and operates in compliance with all Applicable Laws. USG reserves the right to withdraw its approval of any Facility by giving written notification to Contractor. If Contractor becomes aware of any regulatory action, including without limitation an administrative action taken or pending, with respect to any Facility owned or operated by Contractor, the Contractor shall notify the Contract Coordinator and each Institution Coordinator immediately but no later than twenty-four (24) hours after becoming aware of such an occurrence. 6.8 Contract Amendments to Cover Additional Services. When an amendment is needed, upon written terms mutually agreed upon by the Contract Coordinator and Contractor, this Agreement may be modified to cover any services that the Using agency may require relating to disaster restoration and recovery services, regardless of whether such services meet the present definition of "Covered Services." Such amendments may include, without limitation, adding additional facilities, adding new, related services and adding or changing the method of performing “Covered Services." 7. COMPLIANCE WITH LAWS AND POLICIES 7. 1 Legal Compliance. General. This Contract shall be governed by the law of Georgia. The Contractor shall comply with all laws, rules, regulations, ordinances, and orders of any government agency having

6

jurisdiction in the performance of the Work and shall ensure the compliance of its Subcontractors. 7.2 Surveys, Permits, and Regulations. Permits and licenses of a temporary nature necessary for the prosecution of the Work shall be obtained and paid for by the Contractor. Permits, licenses, and easements for permanent structures or permanent changes in existing facilities shall be obtained and paid for by the Using Agency unless otherwise specified. The Contractor and its Subcontractors must pay any municipal or county occupational licenses, taxes, or fees, if any. 7.3 Open Records Act. Using Agency and Design Professional and Contractor acknowledge and agree that all records of the project and the Work, including records of Subcontractors, are subject to the Georgia Open Records Act, O.C.G.A. §50-18-70 et seq., with particular attention being called to O.C.G.A. §50-18-70(a) regarding the records of private persons, firms, corporations, or other private entity engaged in performance of services or functions on behalf of a state agency, public agency or public office.

7.4 Use of Site. The Contractor has a revocable license to come on, use, and perform Work upon the Premises, shall confine thereto his plant, his apparatus, the staging and storage of materials, the operations of his forces and the Work to limits indicated by law, ordinances, permits, or the Contract Documents, and shall not unreasonably encumber the Premises with his materials. The Contractor shall not load or permit any part of the Work to be loaded with weight that will endanger its safety. 7.5 Policies and Procedures. Contractor shall at all times comply with applicable policies and procedures promulgated and provided by Using agency. In addition, Contractor shall at all times cause its employees, subcontractors and material men to observe and comply with all applicable policies and procedures promulgated by USG and each Using agency, including, but not limited to smoking, radio communications, consideration for patients and their families, parking, safety and security policies and procedures. USG and each Using agency shall provide Contractor with copies of all applicable policies and procedures promulgated by each. 7.6 Transactions With State Officials, Ethics: The parties hereto certify that the provisions of law contained in the Act prohibiting full-time appointive officials and employees of the State from engaging in certain transactions affecting the State as defined in O.C.G.A. §§45-10-20–26 and the Governor’s Executive Orders governing ethics, have not and will not be violated in any respect in regard to this contract and further certifies that registration and all disclosures required thereby have been complied with. 7.7 Utilities. When utilities are not available, or pending the extension and connection of permanent water, permanent gas, permanent sewer taps, and permanent electric power, the Contractor shall obtain temporary water, temporary gas, temporary electric power, and provide sewage disposal at their own expense in the absence of provisions to the contrary, 7.8 Indemnification Agreement. Contractor hereby agrees to indemnify and hold harmless the Owner, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees and directors (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, due to liability to a third party or parties, for any loss due to

7

bodily injury (including death), personal injury, and property damage arising out of or resulting from the performance of this Contract or any act or omission on the part of the Contractor, its agents, employees or others working at the direction of Contractor or on its behalf., or due to any breach of this Contract by the Contractor, or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification extends to the successors and assigns of the Contractor. Th is indemnification obligation survives the termination of the Contract and the dissolution or, to the extent allowed by law, the bankruptcy of the Contractor. If and to the extent such damage or loss (including costs and expenses) as covered by this indemnification is paid by the State Tort Claims Trust Fund, the State Authority Liability Trust Fund, the State Employee Broad Form Liability Fund, the State Insurance and Hazard Reserve Fund, and other self-insured funds (all such funds hereinafter collectively referred to as the "Funds") established and maintained by the State of Georgia Department of Administrative Services Risk Management Division (hereinafter "DOAS") the Contractor agrees to reimburse the Funds for such monies paid out by the Funds.

7.8.1 This indemnification does not extend beyond the scope of this Contract and the work undertaken thereunder. Nor does this indemnification extend to claims for loses or injuries or damages incurred directly by the Indemnitees due to breach, negligence or default by the Indemnitor under the terms and conditions of this Contract.

7.8.2 This indemnification does not extend to claims for loses or injuries or damages incurred by the Indemnitees due to any negligent act, error, or omission of a design professional in the performance of professional services that fails to meet the applicable professional standard of care, skill and ability as employed by others in their profession.

8. EQUIPMENT AVAILABILITY AND SAFETY 8.1 Emergencies. Contractor shall respond to all emergencies that require their response whether to assist public safety or fire department responses that occur while performing any Covered Services. Contractor shall ensure that there is no danger to the public health, safety, or welfare due to the Covered Services provided hereunder. 8.2 Safety Provisions. Contractor shall provide to its employees, subcontractors, and materialmen any and all safety equipment necessary for performing the Covered Services and shall cause its employees, subcontractors, and materialmen to use such safety equipment. 9. CONTRACTOR QUALIFICATIONS 9.1 Representations. Contractor represents and warrants that: a. Contractor is a reputable firm regularly engaged in providing services such as the Covered Services. Contractor has experience with the performance of Covered Services in the categories described by USG and the Using agency’s. b. Contractor has and shall maintain in good standing all required governmental permits, licenses, registrations, and approvals necessary to provide the Covered Services. Contractor has the necessary experience, knowledge, abilities, skills, and resources to perform the Covered Services.

8

e. Contractor understands the conditions under which it will be required to operate, including the need to cooperate and coordinate with USG and Using agency personnel and other contractors who may be providing contemporaneous services.

f. Contractor will not transfer, subcontract, delegate or assign any of its duties or responsibilities under this Agreement without the prior written approval of the Contract Coordinator or the Institution Coordinator for the Using agency’s affected. Contractor understands that at a minimum, any subcontractor, assignee, delegate or transferee must fully satisfy all the conditions and terms required of Contractor in Sections 9.1 and 9.2 of this Agreement before approval will be granted. Any attempt to transfer, subcontract, delegate or assign Contractor’s duties or responsibilities hereunder without having first obtained such written approval shall be null and void. g. Contractor will at all times maintain an adequate staff of experienced and qualified employees to ensure the efficient performance of the Covered Services and its other obligations under this Agreement. Each phase of work performed by the Contractor shall be under the direction of a project manager employed by the Contractor who has expertise in the managing Covered Services. All personnel directly involved with the performance of Covered Services shall be trained regarding the use of safety equipment, protective equipment, and respirators (if applicable) and have at least six (6) months of field experience. None of the services performed hereunder shall be provided by trainees (i.e., personnel with less training or experience than this contract requires) without the prior written consent of the Institution Coordinator of the Using agency, which consent can be withheld for any or no reason. The Institution Coordinator of the Using agency may restrict in any manner he or she deems appropriate the activities of any trainee on the premises of the Using agency. Trainees shall be under the supervision of an individual experienced in the performance of Covered Services and training shall be completed at the expense of Contractor.

9.2 Documentation. Contractor has submitted and from time to time upon USG's request will submit to the Contract Coordinator the following materials, which Contractor represents are current, complete, and accurate: a. References of five (5) clients of Contractor with similar operations including client name, current contact name, current address, and current telephone number for each; b. Copies of all applicable federal, state, and local licenses and any other licenses, registrations or certifications from any governmental entity with jurisdiction, allowing Contractor to perform any Covered Service. If Contractor should lose any applicable license or authorization, be prohibited from performing any Covered Service, be prohibited from performing any Covered Service, or receive notice from a regulatory agency of a violation or a change in Contractor’s compliance status, Contractor shall promptly notify the Contract Coordinator and each Institution Coordinator. Prompt notice shall mean (a) immediate telephone notification upon Contractor’s receipt of such information to Contract Coordinator and each Institution Coordinator and (b) delivery of written notification to Contract Coordinator and each Institution Coordinator within forty-eight (48) hours of Contractor’s receipt of such information.

9

c. Contractor’s history of federal and state regulatory compliance for all of its activities with regard to Covered Services for the last five (5) years. USG reserves the right to review, directly or through its agents, Contractor’s records, facilities, work and regulatory history, and other relevant information at any time during the term of this Agreement. d. Contractor’s internal procedures relating to the performance of Covered Services. Contractor shall provide copies of any changes or additions to such internal guidelines and procedures to the Contract Coordinator and the Institution Coordinator of each Using agency immediately upon such change or addition. 10. TERMINATION 10.1 Termination Without Cause Upon Prior Written Notice. This Agreement may be terminated in whole or in part by USG without penalty or prejudice to any rights that USG may have against the Contractor, upon at least five (5) days’ prior written notice to the Contractor specifying the date of termination and the extent to which services are terminated. This Agreement may be terminated in whole or in part by Contractor without penalty and prejudice to any rights that Contractor may have against the USG, upon at least thirty (30) days’ prior written notice to USG specifying the date of termination and the extent to which services are terminated. During the applicable 5 or 30 day period, 10.2 Termination for Cause. In the event of a material failure by Contractor to perform in accordance with the terms of this Agreement, USG may terminate this Agreement immediately upon written notice of termination setting forth the nature of Contractor’s failure. In addition, if at any time an involuntary petition of bankruptcy shall be filed against Contractor and shall not be dismissed within thirty (30) days, or if Contractor shall file a voluntary petition in bankruptcy, take advantage of any insolvency law, or if a receiver or trustee shall be appointed and such appointment shall not be vacated within thirty (30) days, USG shall have the right, in addition to any other rights of any nature that USG may have at law or in equity, to terminate this Agreement upon thirty (30) days advance written notice of termination to Contractor. 10.4 Payment for Services. Under no circumstances shall Contractor be compensated or entitled to payment for services actually performed hereunder after the termination date or for work not actually performed by Contractor, including but not limited to anticipated profits, unabsorbed overhead, or interest on borrowing.

10

11. INSURANCE, BONDING AND INDEMNITY

1. Insurance Coverage/Limits of Liability

Type of Coverage Limits of Liability

Worker’s Compensation Statutory Limits Employer’s Liability $1,000,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 BI – Disease-Aggregate Commercial General Liability (1993 ISO Occurrence Form or $1,000,000 Each Occurence its equivalent); $1,000,000 Products-Co./Op Agg

Includes XCU Coverage $1,000,000 Personal & Adv Injury $1,000,000 Contractual $2,000,000 General Aggregate

Commercial Automobile $1,000,000 Bodily Injury Liability $1,000,000 Property Damage $1,000,000 Combined Single Limit Pollution Legal Liability $2,000,000 per occurrence

$2,000,000 annual aggregate Commercial Umbrella Liability $10,000,000 Property Damage Replacement Cost (To cover physical damage to USG or Component Institution property in the care custody and control of Contractor)

Builders Risk written on 1991 Cost of Project or $2,000,000 Cause of Loss-Special Form or (whichever is greater) its equivalent OR Installation Floater (for other than new construction)

NOTE: The following shall be endorsed as part of the certificate of insurance: “The insured contractor has provided the contract provisions concerning insurance to the Undersigned, and the Undersigned has reviewed the insurance coverage’s required for the project and makes the following certifications, which shall serve to bind the various insurance carriers as follows:

11

1. Such insurance as is herein certified (i) are written in accordance with the company’s regular policies and endorsements, subject to the company’s applicable manuals or rules and rates in effect, (ii) have been issued to the insured named, and (iii) are in force at this time. 2. With the exception of the Workers Compensation Policy, the Officers, Members, Agents, & Employees of the Owner and the State of Georgia are included as additional insured’s as their interests may appear and a copy of the additional insured endorsement(s) is attached hereto. The undersigned certifies that he has so notified each Insurer that Georgia law requires that the Attorney General of Georgia shall represent and defend the state entities and Indemnities named herein remains in full force and effect and is not waived by issuance of any policy of insurance. 3. Each policy either provides or has been endorsed to meet Georgia law that the policy shall not be canceled, changed, allowed to lapse, or allowed to expire for any reason until thirty (30) days (10 days for non-payment of premium) after the Certificate holder has received written notice thereof as evidenced by return receipt of certified or overnight letter.

12

12. CONTRACT TERM AND EXTENSIONS This Agreement shall be effective commencing on the Effective Date/Time _____________, and continuing for an initial term through______________, not to exceed 90 days. Extension will require provision of written estimate to the Contract administrator and/or Institution Coordinator within 72 hours. 13. MISCELLANEOUS PROVISIONS 13.1 Entire Agreement. This Agreement constitutes agreement and supersedes any prior agreements, written or oral, between the parties with respect to the services provided hereunder. No modification, alteration or waiver of this Agreement or any provision hereof shall be effective unless in writing and signed by both parties hereto. 13.2 Relationship of the Parties. Contractor is, at all times during the performance of this Agreement and in connection with any services rendered by Contractor to USG or any Using agency, an independent contractor. No relationship of employer-employee is created by this Agreement or by Contractor’s service. Contractor hereby acknowledges that neither USG nor any of the Using agencys are obligated to provide Workers’ Compensation Insurance covering Contractor’s personnel or any other employee insurance or benefits for Contractor or its personnel. Contractor’s employees, and the methods, equipment, and facilities used by Contractor shall at all times be under Contractor’s exclusive direction and control, and USG and the Using agencys shall not exercise any control over Contractor except to the extent necessary to ensure compliance with this Agreement. Contractor acknowledges that it is responsible for the actions of its employees both on and off Using agency facilities and premises and assumes full responsibility for any loss, damage, or claim arising from any act or omission of its employees. 13.3 Enforceability. In case any one of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been incorporated. 13.4 No Agency. Contractor shall not represent itself or any of its employees to be an agent or representative of USG or any of the Using agency’s or any other agency or instrumentality of USG or the State of Georgia. 13.5 Non-Exclusive Contract. Contractor agrees and acknowledges that this Agreement is a non-exclusive agreement to provide the Covered Services. USG or any Using agency may enter into one or more additional agreements with third parties relating to the same or similar services. In addition, one or more of the Using agencys may elect not to use this Agreement. There is no guaranteed expenditure or minimum guaranteed expenditure under this Agreement. 13.6 Intellectual Property Royalties and License Fees. Contractor shall pay any royalties or license fees owing for intellectual property rights of others used in the services furnished pursuant to this Agreement.

13

13.7 Default; No Waiver. Any failure of USG to declare any default immediately upon its occurrence or delay in taking any action in connection to it shall not waive the default, but USG shall have the right to declare the default at any time and take any action as might be lawful, either in law or in equity, or authorized by this Agreement. 13.8 Time is of the Essence. Time is of the essence in the performance of all obligations under this Agreement, including without limitation the performance of all Covered Services. 13.9 Tax Exempt. USG and the Using agencys are tax exempt institutions of the State of Georgia and claim all exemptions from taxes afforded to agencies of the State of Georgia. 13.10 Products and Materials Produced in Georgia. Contractor covenants and agrees that, as required by O.C.G.A Sections 50-5-62 and 50-5-63, in performing its duties and obligations under this Agreement, the Contractor shall purchase supplies, products, equipment and materials produced in Georgia when such products and materials are available at a price and delivery time comparable to products and materials produced outside of Georgia. 13.11 Appendices. The following numbered Appendices are attached hereto and made a part of this Agreement for all purposes:

Appendix 1 - Addresses of Contractor, USG Contract Coordinator, and the Using agency Contract Coordinators

Appendix 2 – Examples of Covered Services 13.12 Construction. This Agreement shall be constructed under and in accordance with the laws of the State of Georgia. Venue for any action arising out of this Agreement shall be exclusively in Fulton County, Georgia. 13.14 Request for Qualifications. Contractor acknowledges that, in selecting Contractor to provide the Covered Services, USG relied on all statements and representations made by Contractor in responding to that certain Request for Qualifications – To Provide Disaster Recovery Services for the Board of Regents of The University System of Georgia (the “RFQ”), RFQ No. DIS 1, issued February 29, 2008. Contractor shall immediately notify USG of any material change in any statement or representation made by Contractor in its response to the RFQ.

13.15 The Drug Free Workplace Act. By signing a contract for at least $25,000, the Contractor certifies under O.C.G.A Section 50-24-1 et seq. that they will provide a drug free workplace for its employees and all subcontractors and that they will not engage in the unlawful manufacture, sale, distribution, dispensation, possession or use of a controlled substance or marijuana in the workplace during performance of the contract. 13.16 USG Audit Rights. At any time during the term of this Agreement and for a period of four (4) years thereafter, USG or a duly authorized audit representative of USG, or the State of Georgia, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided under this Agreement. In the event the audit by USG reveals any errors or overpayments by USG or a Using agency, Contractor shall refund

14

the full amount of the overpayments within thirty (30) days of the audit findings, or USG and the Using agencys, at their option, reserve the right to deduct amounts owing USG or a Using agency from any payments due Contractor. 13.17 Enforcement. It is acknowledged and agreed that Contractor's services to USG are unique, which gives Contractor a peculiar value to USG and for the loss of which USG cannot be reasonably or adequately compensated in damages; accordingly, Contractor acknowledges and agrees that a breach by Contractor of the provisions hereof will cause USG irreparable injury and damage. Contractor, therefore, expressly agrees that USG shall be entitled to injunctive and other equitable relief in any court of competent jurisdiction to prevent or otherwise restrain a breach of this Agreement, but only if USG is not in breach of this Agreement.

15

16

IN WITNESS WHEREOF, USG and Contractor have executed and delivered this Agreement as a sealed instrument effective as of the Effective Date. Approved as to Content: ____________________________________ Bruce Holmes Director of Safety & Security Office of Real Estate & Facilities

USG Institution Representative: THE UNIVERSITY SYSTEM OF GEORGIA ___________________________________ NAME, Title Date: _____________________________ CONTRACTOR: By: _______________________________ Name: _____________________________ Title: ______________________________ Date:______________________________ Attest: _____________________________

APPENDIX 1

NAMES AND ADDRESSES OF CONTRACTOR, USG, AND INSTITUTION COORDINATORS I. CONTRACTOR:

II. INSTITUTION COORDINATOR:

______________________________ ______________________________ ______________________________ ______________________________

III. USG CONTRACT COORDINATOR: Bruce Holmes Director of Safety & Security Board of Regents of the University System of Georgia 270 Washington Street, SW Atlanta, GA 30334 phone: 404/656-2247 fax: 404/657-1479

with copies sent to address: Office of Real Estate & Facilities Board of Regents of the University of Georgia 270 Washington Street, SW Atlanta, GA 30334 for: Sandra Neuse Assistant Vice Chancellor, Compliance & Operations phone: 404/656-2249 Fax: 404/657-1479 Sheree Srader Director of Contract Services

phone: 404/ 657-0208 fax: 404/657-1479

Linda M. Daniels Vice Chancellor for Real Estate & Facilities phone: 404/656-2243 fax: 404/657-1479

APPENDIX 2 COVERED SERVICES

A. Covered Services. 1. Contractor shall, at the request of the USG or any Using agency, perform Covered Services under the terms of this Agreement. These services may include, but are not limited to: project management; fire, smoke and water damage recovery; moisture control; heating ventilation and air conditioning (HVAC) decontamination and cleaning; microbial remediation; telecommunications recovery; electronics restoration; media recovery; documents, books and vital records recovery; equipment recovery; and training. In association with these services, Contractor shall prepare notification, certification or any other documents that are required by Applicable Laws and shall also distribute and retain in its records copies of all such documents as required by Applicable Laws. At the completion of work, Contractor shall also provide the USG and/or the Using agency with a comprehensive final report with detailed information that summarizes all Covered Services provided by Contractor and in sufficient detail to satisfy FEMA/GEMA and state insurance requirements in order to maximize payment of claims and reimbursement of expenses. 2. Contractor shall furnish and pay for all labor, permits, licenses, insurance, materials, tools, equipment and services required to provide the required disaster recovery services. 3. Contractor shall provide general instructional services at no additional cost to the Using agencys regarding disaster planning, restoration and recovery with respect to the Covered Services. 4. Contractor shall, at Contractor's sole cost and expense, assume responsibility for and respond, in accordance with all Applicable Laws, to any and all leaks, spills, and other emergencies occurring in connection with performance of Covered Services. If leaks or spills, including leaks or spills of hazardous substances, occur at USG or a Using agency which are not in connection with Contractor’s performance of Covered Services, response to the leak or spill may be added as a Covered Service under the procedures provided in Section 6.8. B. Services

The following lists some of those services that may typically be expected from firms that respond to this request. This is by no means a complete or comprehensive listing, but is only intended to provide a few examples of the nature of the effort and services that may be expected from the pre-qualified firms.

1. Pre-emptive storm strengthening of facilities and site structures in anticipation of severe weather or other catastrophic events and may include installing boards over windows, filling an placing sand bags in areas susceptible to flooding, storm drains/dams/dikes, and other storm water management systems.

2. Evaluation of the disaster site (that may include part, some or all of a campus and

beyond). Such evaluation may include the identification of actions that are immediately

1

needed to protect the public health (i.e., containing hazardous materials, re-establishing electrical service, re-establishing or temporarily replacing other utility services)

a. These duties may require the services of engineers, architects, environmental

safety professionals, contractors, and a variety of trades (electricians, plumbers, surveyors, etc.) to provide a rapid assessment and to quickly gather a holistic view of the event.

b. As a part of the initial assessment, the format for data and record keeping must

be established. Photographic records of the “event” should be liberally utilized to supplement the written documentation.

3. For extensive stabilization/protective services, firm’s will be expected to develop action

plans for presentation to the campus and USG personnel. This plan shall include, at a minimum, the following components:

a. A “first priority” emergency action plan that coincides with the public health and

safety assessment from # 5 B above; and b. A priority-based action plan to stabilize campus buildings and facilities, to reduce

the impact of further damage, and to re-establish utility services, permanently or temporarily, and in other ways to prepare the campus for any reconstruction activities that will be necessary.

4. In addition to providing emergency damage-limiting and clean-up services, disaster

recovery services will include an assessment of the extent and nature of the damage to facilities and/or structures. This assessment will include preliminary architectural and engineering evaluations, together with a professionally prepared cost estimate for the needed reconstruction activities. This assessment will not include any “improvements” desired by the campus.

5. Facility disaster recovery firms must be fully prepared to support the work-related

activities of those members of the campus that are required to be on-site immediately following the disaster event and to support the disaster recovery firm’s crews. Such support may include the coordination of site security measures working in conjunction with the campus police/public safety department to assess and respond to security needs, provision of potable water and portable toilets, provision of prepared food, emergency or portable electric generators and lights, temporary work spaces (trailers or tents), transportation, communications, a clinic or emergency aid station, and all equipment and materials required to accomplish the disaster recovery program.

a. Firms are expected to have the necessary equipment and access to additional

equipment in the event of a disaster/emergency that may extend well beyond the campus to an entire region. Further, the firm must have a demonstrated ability to obtain special equipment and/or consulting services as conditions require.

b. Should the campus be subjected to a disaster of regional significance, it may be

necessary for the disaster recovery firm to bring members of its disaster recovery team (work crew) in from outside of the immediate area. It shall be the responsibility of the firm to arrange for lodging, as may be required, of its work crews at or below standard FEMA/GEMA per diem rates.

2

3

C. Service Requirements. 1. Contractor shall perform all Covered Services on an "open order" basis as requests for service are received from USG or each Using agency, pursuant to the requirements of this Agreement and any specific instructions of USG or the Using agency. 2. To request services, USG or each Institution Coordinator, or his/her designee, shall initiate an order by calling and notifying the Contractor’s 24-hour emergency response number and identify the general scope, location and nature of services requested. Within two (2) hours of notice, the Contractor’s project manager shall contact USG or the Institution’s Coordinator, or his/her designee, to make a preliminary assessment of services required. After the preliminary assessment is made, Contractor will initiate response and be fully mobilized and on-site within twenty-four (24) hours of notice. 3. Contractor shall perform all Covered Services in compliance with all Applicable Laws, rules and regulations, and all policy and procedural requirements of the Using agency’s. Contractor shall use its best efforts to cooperate and coordinate with USG and Using agency personnel and other contractors who may be providing contemporaneous services. 4. Contractor shall perform Covered Services at locations designated by each Institution Coordinator. D. Review and Approval of Services. 1. All services performed by Contractor under this Agreement shall be subject to the review and approval of the Contract Coordinator and the Institution Coordinator for the affected Using agency. 2. The Institution Coordinator of each Using agency shall decide all questions that may arise as to Contractor's obligations hereunder at the particular Using agency. The determination of the Institution Coordinator shall be final and conclusive as to all questions that arise with respect to that Using agency and the determination of the Contract Coordinator shall be final and conclusive as to all questions that arise with respect to USG.