8-131-26 IFB.pdf

BOARD OF EDUCATION

Kristin McCabe, President Franchesca Warren, Vice President

Kimberly Dove • Sara Gillespie • Katie Gregory Michelle Morancie, Ph.D. • Lillie Pozatek

Mike Looney, Ed.D., Superintendent

Contracting Department • 6201 Powers Ferry Road NW, Atlanta, Georgia 30339 • 470-254-8970 • www.funltonschools.org/contracting

DATE: September 30, 2025

TO: All Bidders

FROM: Angela R. Young Executive Director of Contracting

RE: Invitation for Bid No. 131-26 Intercom Repair and Replacement Services

Fulton County Schools (FCS) invites bids for furnishing any and all goods and/or services required for Intercom Repair and Replacement Services.

Bids will be received digitally until 2:30 p.m. EST on Thursday, October 30, 2025 through Euna Procurement (Bonfire) at https://fultonschools.bonfirehub.com or via the Euna Procurement (Bonfire) link on the FCS Contracting website at https://www.fultonschools.org/contracting.

Questions regarding the bidding process shall be submitted via Euna Procurement (Bonfire). Only questions received prior to 4:00 p.m. EST on Thursday, October 16, 2025 will be considered.

FCS reserves the right to accept or reject any or all bids and to waive any formalities and to make an award to the contractor deemed the lowest price, responsive, and responsible bid. Award notification will be posted after award at https://fultonschools.bonfirehub.com or by visiting the FCS Contracting website at https://www.fultonschools.org/contracting. All successful vendors will be required to provide the requested information.

We look forward to your bid and appreciate your interest in doing business with Fulton County Schools.

https://fultonschools.bonfirehub.com/ https://www.fultonschools.org/contracting

BID CONDITIONS

SECTION I – PREPARATION AND SUBMISSION OF BIDS

CONTRACTING DEPARTMENT

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 2

1. INTRODUCTION

a. To be entitled to consideration, sealed bids shall be presented in accordance with the instructions of this solicitation and within the time constraints stated.

b. The terms Bidder, Vendor, Contractor and/or Offeror are synonymous in this document and refer to the person, entity or firm that submits the bid in response to this IFB.

2. GOVERNMENTAL ENTITY

a. The governmental entity, the owner, for whom the work will be executed is:

Fulton County School District, Georgia (hereinafter “FCS”).

3. PREPARATION OF BIDS

a. All bids shall be submitted via Euna Procurement (Bonfire). The person submitting the bid can make changes prior to the deadline.

b. Specifications used are intended to be open and non-restrictive. Bidders are invited to inform the FCS Contracting Department whenever specifications or procedures appear not to be fair and open. Such information should be supplied as early in the procurement process as possible. Information received after the question deadline will not be acted upon unless the FCS Contracting Department rules that it is in the best interest of FCS to consider it.

c. Brand names and numbers when provided in solicitations are for reference to establish a quality standard. Any reference to a brand name shall not be construed as restricting to that manufacturer (unless “no substitutes” is stated). Bids on equal items will be considered, provided the bid clearly describes the article offered and it is equal or better in quality and function and fully compatible with this requirement.

d. By submitting a bid, the Bidder warrants that any goods and services supplied to

FCS meet or exceed specifications set forth in this solicitation.

e. The FCS Contracting Department will be the sole judge in making determination as to the quality and the appropriateness of the good and services proposed as well as the responsiveness and responsibility of the Bidder. Bid on each item separately.

Prices shall be stated in units specified in the solicitation.

http://www.fultonschools.or/

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 3

f. If any supplies, materials, and equipment are provided to FCS under this solicitation, then such items shall be new and in first-class condition unless the solicitation specifically allows offers of used, reconditioned, or remanufactured items. If newly manufactured products are specified, such products shall be of recent origin and not previously used. No equipment of any type is acceptable if serial numbers or any other manufacturer’s identification labels or marks have been removed, obliterated, or changed in any way. A Bidder delivering any such equipment to FCS will be deemed to have breached the contract, and appropriate action will be taken by the FCS Contracting Department.

g. Time of delivery is a part of the solicitation and an element of the contract that is to be awarded. If the Bidder cannot meet the required delivery date, a bid should not be submitted. Time shall be stated in “calendar” days. Failure to deliver in accordance with the contract could result in the Bidder being declared in default.

h. Bids shall be submitted by an authorized officer of the company.

i. Telephone or fax bids in lieu of the bid schedule will not be accepted.

4. TAXES

FCS is exempt from all State Sales Tax and the Federal Excise Tax. All State Sales Taxes and Federal Excise Tax shall be the sole responsibility of Offeror unless otherwise agreed in writing by FCS.

5. CHARGES AND EXTRAS

Bids are to be firm net prices, F.O.B. destination to include all charges for delivery, unloading, placing in our buildings as directed by the authorities in the buildings, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, costs of bonds and any other cost. All pricing must remain firm for each year the contract is in effect.

6. ADDENDA

No oral interpretations will be made as to the meaning of any part of the solicitation documents. Interpretations will be made by addenda only. The FCS will not be responsible for any other interpretations or explanations.

Failure to request an interpretation shall not relieve the successful Bidder from the obligation to perform work in accordance with the contract as interpreted subsequently by FCS authorized representatives. Addenda issued during the time of solicitation shall be addressed in the bid as appropriate, and each addendum shall be incorporated in the

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 4 subsequent contract. Copies of all addenda will be posted via Euna Procurement (Bonfire) for all who have obtained a set of solicitation documents from the website.

7. ADDITIONAL TERMS

FCS shall not be bound by any terms and conditions included in any Bidder’s packaging, service catalog, brochure, technical data sheet or other document which attempts to impose any conditions at variance with or in addition to the terms and conditions contained in this solicitation, the FCS purchase order related to this solicitation or contract. FCS does not accept any terms or conditions from Bidder contracts on bids.

8. REVISION OR WITHDRAWAL OF A BID

A bid may be revised or withdrawn by the Bidder prior to the bid opening date and hour.

After the bid opening, the FCS Contracting Department, at its sole discretion, will permit withdrawal only when the best interest of FCS is served. Generally, withdrawal will only be allowed in cases where there has been an honest mistake made in preparing the bid not resulting from negligence and the mistake is clearly ascertainable. If withdrawal is allowed, FCS reserves the right to determine that the Bidder is chronically not responsible.

9. FUNDS

Award will be made at the option of FCS, to the lowest priced, responsive and responsible Bidder or Bidders meeting specifications within appropriated funds available.

10. BID SCHEDULE

Bid prices shall be submitted on the Solicitation Bid Schedule furnished by the FCS Contracting Department. All related correspondence containing information required by solicitation documents shall be attached to said schedule.

Bidders shall bid on all alternates shown on the Bid Schedule. The acceptance of any or all alternates will be at the discretion of FCS with no reference to numerical sequence.

Any alterations/modifications to the bid schedule may deem the bid non-responsive.

11. EXAMINATION OF SOLICITATION DOCUMENTS

Bidders are notified that they must thoroughly examine solicitation documents which may include: Advertisement, Bid Conditions, Specifications, Bid Schedule, Drawings, General Conditions, and Technical Specifications together with Addenda thereto issued prior to the receipt of solicitation.

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12. COMPLIANCE WITH LAWS

All goods and/or services furnished shall comply with all applicable federal, state and local laws, codes, rules, ordinances and regulations, including but not limited to all FCS policies, procedures, operating guidelines and/or regulations. This solicitation and any contract arising out of the solicitation shall be interpreted under the laws of the State of Georgia.

All Bidders shall include a notarized affidavit stating with specificity any “trade secret” as that term is defined in O.C.G.A. § 10-1-761 to protect such confidential information from being automatically released under The Open Records Act (O.C.G.A. § 50-18-70 et. seq.), specifically O.C.G.A. § 50-18-72(a)(34). Jurisdiction and venue of any action relating to the interpretation and enforcement of this Agreement shall be proper only in the Superior or State Courts of Fulton County, or in the U.S. District Court, Northern District of Georgia, Atlanta Division.

13. PROTESTS

Protests dealing with the specification, or the solicitation shall be filed not later than three

(3) working days prior to bid opening date. Other protests shall be filed not later than three

(3) working days after bid opening date, or if the protest is based on subsequent action of FCS, not later than three (3) working days after the aggrieved person knows or should have knowledge, of the facts giving rise to the protest. Protests are considered filed when received by the Executive Director of Contracting. Only Bidders who participated in the solicitation are eligible to protest.

Protests which are not filed in a timely manner, as set forth above will not be considered.

Bidder agrees to pay for the School District’s reasonable attorney’s fee and expenses of litigation for any protest arising out of this solicitation in which the School District is a prevailing party.

15. DJE PURCHASING POLICY AND REGULATIONS

The FCS DJE Purchasing Policy and Regulations are incorporated into this solicitation (and, therefore, any contract awarded as the result of this solicitation) by reference. By participation in this solicitation a Bidder, potential Bidder or Contractor agrees to be bound by the FCS DJE Purchasing Policy and Regulations on any issue or action related to this solicitation or subsequent contract resulting from this solicitation.

Those wishing to do business with Fulton County Schools are required to complete our supplier registration questionnaire and register on Ariba, which is the business network used by FCS for receiving electronic responses to our solicitations, sending purchase orders, and receiving invoices. If your company is not currently registered to do

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 6 business with FCS on the Ariba Business Network, please send an email to wecare@fultonschools.org for information on how to start the process.

mailto:wecare@fultonschools.org

SECTION II –CONTRACT AWARD

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1. BIDDERS QUALIFICATIONS

FCS, before Contract Award, may require Bidders to document that they are “responsible” Bidders to the complete satisfaction of FCS. Bidders may thus be required to show that they have the necessary facilities, are properly registered and licensed to perform the work specified herein, have the technical ability and financial resources to execute the work in a satisfactory manner, and within the time specified; that they have had experience in work of a similar nature; and that they have past history and references which will verify their qualifications for executing the work. FCS shall have the absolute right to determine Bidders responsibility and responsiveness to these requirements and any other requirements under this solicitation. FCS has the right to request at any time documentation relating to the Bidder’s qualifications. The Bidder’s failure to provide such documentation or appropriate documentation will result in the Bidder being determined to be not responsive or not responsible, or both.

2. CONTRACT LETTER

The contract award letter or establishing purchase order prepared and sent by FCS, or otherwise furnished, to the selected Bidder within the time for acceptance specified, results in a binding contract without further action by either party. The contract award letter and any of its terms and conditions are a part of this contract. The contract shall consist of this solicitation and any addenda thereto, bid, and the contract award letter or establishing purchase order which supersedes all other prior or contemporaneous communications between the parties (whether written or oral), and all other communications relating to the subject matter of the award letter which are not included in or otherwise expressly incorporated into this contract. Unless specifically deleted in writing by addendum or amendment to one of the aforementioned documents of the contract by the Executive Director of Contracting all terms and conditions of the FCS contract documents shall be in effect and shall govern if in conflict with any term or condition otherwise presented.

3. REJECTION OF A BID

a. Failure to observe these instructions and conditions will constitute grounds for rejection of a bid or removal from the list of Bidders.

b. Bids will be rejected if:

1) The Bidder’s acceptance period is less than the required acceptance period in the solicitation.

2) The Bidder fails to submit requested documents, including but not limited to any licenses, certificates, bonds, or insurance policies, within the time specified by FCS.

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3) The bid contains a minimum order/ship quantity or dollar value (unless called for in the solicitation).

4) The bid contains a prepayment and/or progress payment requirement

(unless called for in the solicitation).

5) The bid contains provisions for late charges whether designated as interest charges or otherwise.

6) The bid fails to include all appropriate elements of all addenda issues to the solicitation.

4. DISCOUNTS

Award will be made on the basis of the net unit price or all items net price. When submitting bids or quotations, all discounts (any discounts, cash discounts, quantity discounts, combination of item discounts, all item discounts or any other form or combination of item discounts), shall be calculated by the Bidder and reduced to a net unit price or, when requested, to an all-item net price. Discounts offered in any other form or time limit will not be considered in making the award.

5. AWARD

a. The award of the contract shall be made to the lowest price, responsive, and responsible Bidder(s) meeting specifications within appropriated funds available and complying with all applicable requirements.

b. Unless the solicitation gives notice of an all-or-none award, FCS may accept any item or group of items of any bid, whichever is in the best interest of FCS.

c. Bidders agree that their bids are subject to acceptance at any time within ninety (90) days after opening, unless otherwise stipulated in the solicitation.

d. FCS may accept or reject any or all bids, parts of bids, may waive informalities, technicalities and irregularities. The judgment of FCS on such matters shall be final.

e. It is within FCS’ sole discretion to determine whether the Bidder is responsible or responsive under the terms and conditions of this solicitation. Further, it is within FCS’ sole discretion to determine Bidder responsibility or responsiveness after a contract is entered into. Finally, it is within FCS’ sole discretion to terminate this agreement, to not renew a contract or to not make an award to a Bidder who is determined to be not responsible or not responsive. None of the foregoing limits any other discretion that FCS has in relation to its solicitation process.

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f. The solicitation (including all addenda or exhibits), bid, contract notification letter or establishing purchase order, attachments or exhibits (either attached there or by reference), shall constitute the entire binding contract on the terms set forth and is to be interpreted, construed and given effect in all respects according to the laws of the State of Georgia. The solicitation supersedes all other prior or contemporaneous communications between the parties (whether written or oral), and all other communications relating to the subject matter of the Agreement which are not included in or attached to this Agreement. The Agreement may be modified or amended solely in a writing signed by both parties.

g. All correspondence, including Notices of Awards and Purchase Orders will be sent to the address appearing on the Contractor’s bid.

6. INSURANCE

When the responsive and responsible Bidder has been identified, he or she will be notified of the necessity to provide required insurance. Proof of insurance shall be provided within five (5) days of the date of written notification to the Bidder. Providing proof of and maintaining the insurance coverage indicated below will be reviewed as part of the Bidder’s qualifications, including but not limited to whether the Bidder is responsive or responsible.

Bidder shall maintain at its sole cost and expense such insurance as will fully protect it and FCS and FCS’s Board, officials, directors, officers, employees, agents and volunteers from all incidents, accidents and claims for any injury, damage or liability which may arise from services and work and for the Bidder’s professional liability (errors and omissions) under this submittal and Contract, whether such services and work are performed by the Bidder, by any subcontractor or any tier directly employed or retained by either.

A. The following general requirements apply to any and all work under this Contract by all Contractors and subcontractors of any tier.

1) Any and all insurance required by this Contract shall be maintained during the entire length of this Contract, including any extensions thereto, until all work has been completed to the satisfaction of FCS, and for three (3) years thereafter. Any and all insurance must be on an occurrence basis.

Professional Liability may be on a claims-made basis.

No Contractor or subcontractor shall commence any work of any kind under this contract until they have complied with all insurance requirements.

2) FCS shall be covered as an Additional Insured under any and all insurance required by the Contract documents excluding Workers’ Compensation & Employer’s Liability Insurance, and Professional Liability. The Workers’ Compensation & Employer’s Liability Insurance policy shall contain a waiver of subrogation in favor of FCS. Confirmation of this requirement

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 10 shall appear on all Certificates of Insurance and endorsements and on any and all applicable policies. In addition to the Certificate of Insurance, the Bidder shall provide the Additional Insured Endorsement. The Bidder acknowledges that Additional Insured status and waiver of subrogation for FCS is a material term of the solicitation and the Bidder agrees to provide any endorsements to any insurance policies reflecting FCS status as an Additional Insured within thirty (30) days of the request. Failure to provide any requested insurance documentation in accordance with this solicitation will result in the Bidder being determined to be not responsive. Certificates of Insurance indicating that such coverage is in force shall be filed under this Contact by the Bidder to FCS Contracting Department. Further, if the Bidder fails to procure any of the requested insurance required under this solicitation or make the Fulton County School District an Additional Insured under the applicable policies, then the Bidder will be determined to be not responsive.

3) FCS shall be given not less than thirty (30) days’ prior written notice of the cancellation or material change of any insurance required by the Contract documents.

4) Each and every insurance agent shall warrant, when executing the certificate of insurance, that they are acting as an authorized representative on behalf of the companies providing coverage to the Contract as required by the contract document and that he/she is licensed by the State of Georgia to conduct business in the State of Georgia and that the companies providing insurance coverage to the Bidder are currently licensed by the State of Georgia and are currently in good standing with the Commissioner of Insurance for the State of Georgia.

5) Any and all companies providing insurance required by the Contract documents shall meet or exceed the minimum financial security requirements as set forth below.

For all Contracts, regardless of risk, companies providing insurance required by the Contract Documents shall have a current:

a. Best’s Rating of not less than A.

b. Best’s Financial Size Category of not less than Class X.

6) In the event the Contractor neglects, refuses, or fails to provide the insurance required by the Contract documents, or if such insurance is cancelled for any reason, FCS shall have the right, but not the duty, to procure the same, and the cost thereof shall be deducted from monies then due or thereafter to become due to the Bidder or FCS shall have the right to terminate or non-renew the Contract.

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B. Workers’ Compensation and Employer’s Liability Insurance

The Bidder shall procure and maintain Workers’ Compensation and Employer’s Liability Insurance in the following limits. Such insurance is to cover each and every employee who is or may be engaged in work under this Contract. In addition to the below, Workers’ Compensation Insurance must be in compliance with the applicable Workers’ Compensation Act(s) of the state(s) wherein the work is to be performed or where jurisdiction could apply in amounts required by statutes.

Bidder acknowledges that Fulton County Schools does not provide nor is legally liable for Bidder’s workers’ injuries including death and is not required to provide Workers’ Compensation to any Contractor, subcontractor or any tier. Bidder also acknowledges that he/she is responsible for its employees and to the Georgia Workers’ Compensation Act.

Workers’ Compensation Statutory

Employer’s Liability Bodily Injury by Accident $1,000,000 each accident Bodily Injury by Disease $1,000,000 each employee Bodily Injury by Disease $1,000,000 policy limit

C. Commercial General Liability Insurance

The Bidder shall procure and maintain Commercial General Liability Insurance in an amount not less than $1,000,000 each occurrence and $2,000,000 policy aggregate, including contractual liability insurance, product and completed operations, personal injury, bodily injury, physical abuse, sexual misconduct and sexual molestation, property damage and advertising injury, and any other type of liability for which this Contract applies. These are the minimum insurance coverage and limits that the Bidder shall maintain. If the Bidder maintains broader coverage or higher limits than the minimums shown above, FCS requires and shall be entitled to all coverage and for higher limits maintained by the Bidder. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to FCS.

This coverage shall cover the use of all equipment, hoists, and vehicles on the site(s) not covered by Automobile Liability under this contract. Policy coverage must be on an “occurrence” form.

D. Automobile Liability Insurance

The Bidder shall procure and maintain Automobile Liability Insurance with limits of liability of not less than $1,000,000 per accident, for bodily injury and property

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 12 damage, if vehicles are to be used in the delivery of or in the completion of services and work. Insurance shall include all owned, non-owned and hired vehicle liability.

If the Bidder does not own any vehicles in the corporate name, non-owned vehicles coverage shall apply and must be endorsed on either the Bidder’s personal automobile policy or the Commercial General Liability coverage required under this Contract.

E. Umbrella Liability Insurance

The Bidder shall procure and maintain Umbrella Insurance with limits of liability excess of Employer’s Liability Insurance, Commercial General Liability Insurance and Automobile Liability Insurance with limits not less than $3,000,000.

F. Professional Liability (Errors and Omissions)

The Bidder shall procure and maintain during the life of the Contract, Professional Liability Insurance (all certified / licensed professionals) coverage with limits of not less than $3,000,000 per occurrence or claim / $3,000,000 policy aggregate, including coverage for Errors and Omissions caused by Offeror’s negligence in the performance of its duties under this Contract. The policy shall include Independent Contractors providing professional services on behalf of the Bidder. Liability under a contract of professional services must be covered. Further, coverage shall be afforded for fraudulent acts, misappropriation of trade secrets, personal injury, regulatory actions, wrongful acts, contractual liability, privacy policy, and insured versus insured. Bidder shall ensure that coverage under this policy continues for a period of thirty-six (36) months after completion of services.

G. Cyber Liability Insurance (If Applicable)

With limits not less than $3,000,000 per occurrence or claim, $3,000,000 aggregate, $2,000,000 excess cyber liability. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in the contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

H. Property Insurance

Bidder assumes sole responsibility for loss or damage to its property and hereby releases FCS and FCS’s boards, officials, directors, officers, employees, agents, and volunteers from loss or damage to Contractor, its agent, representatives, 6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 13 employees, or by any subcontractor for property including tools, equipment, goods, machinery, materials and supplies.

I. Primary and Non-Contributory Coverage

For any and all claim(s), the Bidder’s insurance shall be primary, excess, contingent or on any other basis. Any insurance or self-insurance maintained by FCS shall be non-contributory.

J. Health Insurance

The Bidder agrees that any obligation to provide health insurance to the individuals utilized by the Bidder shall be the sole and exclusive responsibility of the Bidder.

K. Other Insurance Provisions

The aforementioned insurance policies shall contain or be endorsed to contain, the following provisions:

1. A provision that coverage afforded under such policies shall not expire, be canceled or altered without at least thirty (30) days prior written notice to FCS.

2. Commercial General Liability, Automobile Liability, Umbrella Liability insurance policies shall include an endorsement making FCS and FCS’s boards, officials, directors, officers, employees, agents, and volunteers Additional Insureds under such policies.

3. Workers’ Compensation and Employer’s Liability and Property insurance policies shall contain a waiver of subrogation in favor of FCS, its appointed and elected officials, departments, agencies, boards, commissions, its officers, agents, employees and volunteers.

4. Certificates of Insurance showing that such coverage is in force shall be filed under this contract by the Bidder to FCS, Attn: Contracting Dept., 6201 Powers Ferry Road, Atlanta, GA 30339. Certificate must include IFB, RFP, RFQ, or Contract number and Project name.

L. Claims-Made Policies

If Bidders’ Professional (Errors and Omissions) Liability Insurance is written on a claims-made coverage form:

1. The retroactive date must be shown on the COI, and this date must be before the execution date of Contract or the beginning of Contract work.

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2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of Contract work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of three (3) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to FCS for review, if/when requested.

M. Certificates of Insurance and Verification of Insurance Coverage

Bidder shall furnish FCS with original Certificates of Insurance, Additional Insured, Waiver of Subrogation, and Amendatory Endorsements. All certificates and endorsements are to be received and approved by FCS Contracting Dept before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Bidder’s obligation to provide them. Bidder shall also provide FCS with such certificates and endorsements (1) upon renewal or replacement of each required policy of insurance, and (2) upon FCS’ written request. FCS reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

N. Subcontractors

Bidder shall require and verify that all subcontractors maintain insurance and coverage requirements meeting all the requirements stated herein.

O. Non-Limitation on the Bidder’s Liability

The obligations for the Bidder to procure and maintain insurance shall not be construed to waive or restrict other obligations and it is understood that insurance in no way limits liability of the Bidder, whether or not same is covered by insurance.

P. Special Risk or Circumstances

FCS reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

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Q. Deductibles and Self-Insured Retentions

The Bidder shall disclose to FCS any deductible or self-insured retentions applicable to any insurance required to be provided by the Bidder. If FCS obtains insurance and is required to pay deductibles due to the Bidder’s or its subconsultants’ negligence, intentionally wrongful conduct, errors, or omissions, the Bidder shall reimburse FCS the cost of such deductible.

7. HOLD HARMLESS AGREEMENT

The Bidder shall Hold Harmless and indemnify FCS, its past, future and current Board of Education, and its past, future, and current employees, agents, volunteers or assignees (“FCS Indemnitees”) from any and all claims, suits, actions, damages, liability and expenses including attorney fees in connection with (a) claims, demands, or lawsuits that, with respect to any products or services provided by Bidder or Bidder's subcontractor, allege product liability, strict product liability, or any variation thereof; (b) any alleged infringement of any copyright, trademark, patent, trade dress, or other intellectual property right with respect to any products, services, or intellectual property or any parts thereof provided by Contractor or any subcontractor; (c) the failure of the Bidder or Bidder's subcontractor to comply with Privacy Laws; (d) the loss, misappropriation or other unauthorized disclosure of data by Bidder or Bidder's subcontractor; (e) any security breach involving data in Bidder’s or Bidder's subcontractor's possession, custody or control, or for which Bidder or Bidder's subcontractor accesses or is otherwise responsible; (f) loss of life, bodily or personal injury or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of, or occurring in connection with the performance of this contract which is the result of the Bidder’s action(s) or inaction(s), or which are the result of any subcontractor’s action(s) or inaction(s) who is hired or retained by the Bidder; (g) any other claim, demand, or lawsuit arising out of or in any way related to goods or services under this bid (collectively the "Obligations") and (h) any claim demand or lawsuit alleging breach of fiduciary duty or breach of contract arising out of the services provided under this contract. The Bidder’s Obligations shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion of omission from any policy of insurance. In the event the Obligations directly arise from the gross negligence or willful misconduct of any FCS Indemnitees, then Bidder's Obligations shall be reduced by the proportional fault of the FCS Indemnitees.

SECTION III – POST AWARD

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1. ASSIGNMENT

By the submission of a bid, the Bidder agrees not to assign the contract or purchase order to others unless specifically authorized in writing by the FCS Contracting Department.

2. COST OF INSPECTION OR TESTING

Cost of inspection or testing of products or materials delivered under an awarded contract which do not meet specifications shall be paid by the Bidder.

3. PAYMENT

The Bidder shall invoice FCS on a monthly basis or if payment is to be made by line item, when a single line item has been satisfactorily delivered. Complete payment will be made within thirty (30) days from either the date of delivery or the receipt of satisfactory invoice in triplicate, whichever occurs last. All invoices shall show contract number, work performed and period of work performance. Bidder shall provide all backup documentation reasonably requested by FCS supporting the Bidder’s requests for payment.

4. TERMINATION FOR DEFAULT

a. In the event any property or service to be furnished by the Contractor under a contract or purchase order should for any reason not conform to the specifications contained herein or to the sample submitted by the Bidder with its bid, the FCS may reject the property or service and may terminate the contract for default.

Prior to a termination for default, a Contractor will be given the opportunity to respond to a “cure notice” and/or a “show cause notice”. In either case the Contractor will be expected to either correct the offending situation or provide an acceptable plan and time frame for correction within five (5) days of receipt of or refusal of either notice. Failure to do so will be cause for termination.

In such event with specific instructions by the FCS Contracting Department, the Contractor shall immediately remove the property without expense to FCS and replace all rejected property with such property or services conforming to the specifications or samples.

b. If the contract is terminated for default, FCS may procure such property or services from all other sources and shall have the absolute right to withhold payment from Contractor until the services required by the contract are satisfactorily completed by other sources. After completion of the services required by the contract, FCS may deduct from any monies due the Contractor or that may thereafter become due to the Contractor, the difference between the contract price and the actual cost of the property or service to be replaced or substituted in addition to the reasonable cost of FCS staff time spent securing substitute(s) at $18/hour. Price paid by FCS

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 17 in such event shall be the prevailing market price at the time the substitute purchase is made. Other than payment that may be due Contractor after completion of services as set forth above, the Contractor waives its right to pursue FCS for any damages related to termination for default.

c. Failure by a Contractor to perform on delivery of goods or services as specified may also result in the removal of the Contractor from doing business with FCS for a period of up to one (1) year and FCS reserves the right to determine that the Contractor is chronically not responsible.

5. TERMINATION FOR CONVENIENCE

FCS reserves the right to terminate for convenience, at any time for any reason with no penalty, any contract awarded through this solicitation by providing the Contractor with thirty (30) days written notice. In the event of termination for FCS’ convenience, the Contractor shall only be compensated for services properly performed prior to termination.

The Contractor waives its right to pursue FCS for damages other than those specifically set forth above in this Section.

6. PERMITS, TAXES, LICENSES, BONDS, ORDINANCES, AND AGREEMENTS

The Bidder shall, at his own expense, obtain all necessary licenses, permits and bonds; give all notices, pay all license fees and taxes, and comply with all applicable local, state and federal laws, ordinances, rules and regulations. The Bidder shall maintain the licenses, permits and bonds required in a current status after award and throughout the course of the contract.

The Bidder shall agree that in the performance of the contract, they will comply with all local agreements which they have made with any association union or other entity with respect to wages, salaries and working conditions, so as not to cause inconvenience, picketing or work stoppage.

7. NON-APPROPRIATION

Notwithstanding any other provision of this agreement, the parties hereto agree that the charges hereunder are payable to the Contractor by FCS solely from appropriations received by FCS. In the event such appropriations are determined in the sole discretion of the Chief Financial Officer of FCS no longer to exist or to be insufficient with respect to the charges payable hereunder, this agreement shall terminate without further obligation of FCS at the end of any fiscal period (hereinafter referred to as “Event”) as set forth in O.C.G.A. § 20-2-506(b)(2). In such Event, the Chief Financial Officer of FCS shall certify to the Contractor the occurrence thereof, and such certification shall be conclusive.

In the event of FCS certification, FCS agrees not to replace, before the end of the fiscal year in which the Event occurs or before the expiration of this agreement, whichever occurs

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 18 first, the equipment and/or services covered hereunder with equipment and/or services obtained from another Contractor at the same or higher annual cost to FCS.

8. INDEPENDENT CONTRACTOR STATUS

Bidder agrees that it is an independent contractor and FCS is not responsible for payment of any salaries, taxes, benefits or costs associated with the employment of Contractor’s employees under this Agreement.

All workers utilized by Contractor to perform work for FCS ("assigned workers”) are intended by the parties to be the common law employees of Contractor and not of FCS. As such, Contractor is responsible for: (a) providing workers’ compensation and general liability insurance coverage with respect to the assigned workers; (b) providing assigned workers with compensation and benefits and contributing to Federal Social Security, state unemployment, and other required funds through payroll; (c) complying with all obligations under the Affordable Care Act ("ACA"); and (d) verifying that all assigned workers are legally eligible to work in the United States under Federal immigration laws.

Contractor retains sole and exclusive liability for all contributions, taxes, payments, obligations and tax filings required to be made for the assigned workers under all applicable federal or state income tax laws, unemployment and workers' compensation acts, social security acts, the ACA and other such legislation; and Contractor shall fully indemnify FCS for any claim of failure by Contractor to comply with such laws.

FCS is not responsible or liable for the hiring, termination or discipline of Contractor’s employees. If there are allegations of misconduct involving one or more of Contractor’s employees related to any services or work under this Agreement, FCS reserves the right to require Contractor to promptly remove any of Contractor’s employees from providing the services under this contract pending resolution of the employee misconduct. Contractor agrees to promptly comply with any such request by FCS and to cooperate in any investigation with FCS. The failure to cooperate with FCS may result in the termination of the agreement or non-renewal of any agreement with Contractor, which will be determined by FCS in its sole discretion.

9. FORCE MAJEURE

FCS shall not be responsible for any delay or failure of any other obligations hereunder due to any occurrences commonly known as force majeure, including but not limited to, acts of God, war, acts of terror, labor disputes, strikes, lockouts, civil commotion, pandemic, epidemic, international trade disputes or acts of government or government agency or officers. In the event of a force majeure event which delays Contractor’s work or services, Contractor shall not be entitled to any additional payment related to such delay.

Contractor’s sole remedy for delay caused by a force majeure event shall be an extension of contract time.

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 19

10. WAIVER OF CONSEQUENTIAL DAMAGES

The Bidder waives claims against FCS for consequential damages arising out of or relating to this contract, including the termination of this contract. This waiver includes, without limitation, damages incurred by the Bidder for losses of financing, business, reputation, or profit.

11. OWNERSHIP OF DOCUMENTS

a. Property of FCS. Bidder warrants that it is the author of any reports, assessments, documents and data that may be prepared by it pursuant to the contract (collectively, the “Work Product”) and that it holds the copyright therein and it shall obtain similar representations from its subconsultants, if any. Upon their creation, and subject to the condition that FCS timely meets its payment obligations under the contract, any Work Product that may be prepared by Bidder and its subconsultants, and the designs depicted in them, shall become the sole property of FCS, regardless of the stage of the Work Product.

b. Use by FCS. FCS may use any Work Product without Bidder’s consent including, without limitation, future additions, alterations, connections, repairs, information, reference, use or occupancy of any of FCS’ schools, buildings, office, or facilities.

c. Delivery of Work Product upon Termination. In the event of termination of the contract by either party for any reason, FCS reserves the right to request and receive, and Bidder shall promptly provide and deliver to FCS upon request, any Work Product prepared through the date of termination by Bidder and its subconsultants pursuant to the contract. FCS shall obtain and retain all ownership rights with regard to such Work Product produced hereunder. Any dispute regarding the amount of any payment to be made by FCS under the contract shall not diminish, restrict or limit the right of FCS to own, receive and use the Work Product, as provided in this section.

FCS may withhold any payments due Bidder upon termination until the Work Product prepared through the date of termination is furnished to FCS pursuant to the terms of this paragraph.

SECTION IV – OTHER

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 20

1. NON-DISCRIMINATION

The Contractor, by the submission of a bid or the acceptance of an order or contract, does agree in providing the goods and services covered under the bid or contract not to discriminate in any way against any person or persons or refuse employment of any person or persons on account of race, color, religion, age, disability, national origin, sex, or any other legally protected status.

2. FCS NON-DISCRIMINATION

FCS does not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any legally protected status in any of its employment practices, education programs, services or activities.

3. MINORITY AND FEMALE BUSINESS ENTERPRISES

It is the intent of FCS to assure that Minority Business Enterprises (MBE) and Female Business Enterprises (FBE) have an equal opportunity to participate in FCS Contracting requirements.

4. DRUG-FREE WORKPLACE

By submission of a bid, the Bidder certifies that he/she will not engage in the unlawful manufacture, sale distribution, dispensation, possession, or use of a controlled substance or drug during the performance of the contract and that a drug-free workplace will be provided for the employees during the performance of the contract. The Contractor also certifies that he will secure from any subcontractor who works on the contract, written certification of the same drug free workplace requirements. False certification or violation by failing to carry out requirements of O.C.G.A. § 50-24-3 may cause suspension, termination of contract, or debarment of such Bidder.

5. CERTIFICATION OF NON-COLLUSION

By submitting a bid, the Bidder certifies: “that this bid is made without prior understanding, agreement, or connection with any corporation firm, or person submitting a bid for the same materials, supplies, or equipment, and is in all respects fair and without collusion or fraud. That collusive bidding is understood to be a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards.”

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 21

6. AUTHORIZED OFFICIAL

It is agreed that all conditions of the bid shall be abided and that the person submitting this bid is authorized to submit the bid on behalf of the company.

7. SOLICITATION TERMINATION

In any event in which this solicitation is terminated or cancelled, in whole or in part, or all bids are rejected, there shall be no liability on the part of FCS for any costs incurred by Bidders or potential Bidders in relation to the solicitation.

8. RIGHTS AND REMEDIES

The rights and remedies of FCS provided above shall not be exclusive and are in addition to any other rights and remedies provided by Federal law, Georgia law or under the contract.

9. GOVERNING LAW

This solicitation and any contract arising out of the solicitation shall be interpreted under governed by and construed in accordance with the laws of the State of Georgia applicable to contracts made and performed in such state. Jurisdiction and venue of any action relating to the interpretation and enforcement of this Agreement shall be proper only in the Superior or State Courts of Fulton County, Georgia or in the U.S. District Court, Northern District of Georgia, Atlanta Division. Bidder consents to the exclusive jurisdiction of the state and/or federal courts of the State of Georgia, in Fulton County and to the personal jurisdiction of such courts, and waives any objections Bidder may now or hereafter have based on venue or forum non convenience.

10. OPEN RECORDS ACT

Bidder acknowledges and agrees that FCS is obligated to timely comply with requests for information pursuant to state and federal law and regulation. Bidder agrees to comply with all provision of the Georgia Open Records Act ("ORA") (O.C.G.A. § 50-18-70 et. seq.), and to make records pertaining to performance of services, provision of goods or other functions under this contract available for public inspection upon request, unless otherwise exempt under other provisions of the ORA. Bidder shall provide FCS with immediate notice should Bidder receive an Open Records Request. If Bidder asserts that any information in its response or in any information provided to the FCS with respect to the services or products under this contract are a protectable trade secret, as that term is defined in O.C.G.A. § 10-1-761, then the Bidder must follow the requirements of the ORA set forth

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 22 at O.C.G.A. § 50-18-72(a)(34) and submit an affidavit declaring and specifically describing their trade secrets, including those of their subcontractor.

11. CONFIDENTIALITY, PRIVACY, AND SECURITY

The Bidder's employees, agents and…