Band and Orchestra Instruments

IFB 016-22 Band and Orchestra Instruments Page 1 of 62

INVITATION FOR BIDS

IFB NO. 016-22

BAND AND ORCHESTRA INSTRUMENTS

CLAYTON COUNTY PUBLIC SCHOOLS

DR. MORCEASE J. BEASLEY EMMA BENTON

Superintendent of Schools Chief Financial Officer

Debra B. Brewer, Esq., CPPO

Director Department of Purchasing

218 Stockbridge Road, Jonesboro, Georgia, 30236

Bid Submission Deadline:

February 10, 2022 3:00 p.m. Eastern Standard Time (EST)

DocuSign Envelope ID: C2C26154-4D4A-45D6-ADF7-D88CC8C010C9

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SCHEDULE OF EVENTS

EVENT DATE OR DEADLINE

Eastern Standard Time (EST)

IFB Release January 13, 2022

Non-Mandatory Pre-Bid Tele-Conference Call

January 20, 2022 @ 10:30 a.m.

Pre-Bid Tele-Conference Call number:

(667) 770-1484

Access code: 222743 #

Deadline For Submission of Questions

January 27, 2022 @ 3:00 p.m.

Submit questions to:

purchasing@clayton.k12.ga.us

Answers Posted to Website by Addendum

February 3, 2022 @ 3:00 p.m.

IFB Submission Deadline February 10, 2022 @ 3:00 p.m.

Public Bid Opening via Zoom

ID 974 6467 3705

February 10, 2022 @ 3:00 p.m.

Purchasing Representative Rose Tookes

BID SUBMISSION FORM

This form must be completed in its entirety and signed by the authorized representative or official submitting the bid. This form must be returned with each bid. Failure to do so will render a bid non-responsive.

Company Name:

Mailing Address:

(Street, City, State, Zip Code)

Email Address:

Phone Number:

Fax Number:

Social Security or Tax ID#:

Name of Authorized Representative:(printed or typed only)

Title of Authorized Representative:

Signature of Authorized Representative:

Date of Signature:

IFB 016-22 Band and Orchestra Instruments Page 3 of 62

TABLE OF CONTENTS

DESCRIPTION BEGINNING PAGE

Information and Instructions to Bidders

Submission of Bids

Introduction 10

Background 10

Intent to Award 10

Term of Agreement 11

Scope of Services 11

Minimum Requirements 11

Required Form Submittals 11

CCPS Standard Agreement 11

Requirement Contract Clause 12

Authorized Price Increase after Award of Contract 12

Appendices A. Code of Ethics

B. General Terms and Conditions

C. General School Schedule and Holidays

D. Required Forms

Attachments A. Scope of Services and Specifications

B. Bid Cost Form

C. CCPS Standard Agreement

Exhibit

1. CCPS School Locations

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A. INFORMATION AND INSTRUCTIONS TO BIDDERS

1. Services Required: This Invitation for Bids (“IFB”) is for Band and Orchestra Instruments for Clayton County Public Schools (CCPS) as needed. A detailed Scope of Services (“SOS”) is set forth in this IFB.

2. Solicitation Method: This solicitation is being conducted in accordance with all applicable provisions of the CCPS Purchasing Policies and Procedures. By submitting a bid in reference to this solicitation, a Bidder acknowledges that it is familiar with CCPS Purchasing Policy and

Procedures and all laws applicable to this solicitation, which policies, procedures and laws are incorporated into this IFB by reference.

3. Criminal Background Check: By submitting a bid in reference to this solicitation, Bidder acknowledges that a satisfactory criminal background check and history may be required for anyone coming into direct or indirect contact with CCPS students at no cost to CCPS.

4. Certificate of Authority to Transact Business in Georgia: Each Bidder must submit with its bid documentation that demonstrates it is duly authorized to conduct business in the State of Georgia. This requirement also applies to Joint Venture (JV) Team Members, Sub- Contractors and Sub-contractors.

5. Business License: Bidder is requested to submit a copy of its current, valid business license with its Bid. If the Bidder is a Georgia corporation, Bidder is requested to submit a valid county or city business license. If Bidder is a joint venture, Bidder is requested to submit valid business licenses for each member of the joint venture. If the Bidder is not a Georgia corporation, Bidder is requested to submit a Certificate of Authority to Transact Business in the State of Georgia and a copy of its current, valid business license issued by its home jurisdiction.

6. Professional License: Bidder must attach a copy of any professional license required by this IFB with its response. All required licenses must be maintained for the duration of any contract award period.

7. Tax Exemption Status: CCPS is exempt from Federal Excise Tax and Georgia Sales Tax with regard to goods and services purchased directly by CCPS. Exemption certificates are available upon request.

8. Codes, Permits, Fees, Licenses and Laws: All permits, fees, arrangements for inspections, licenses, and costs incurred for the same shall be the sole responsibility of the successful bidder. All services, labor, materials and construction must comply with all applicable rules and regulations of local, state and/or national codes, laws and ordinances of all authorities having jurisdiction over the project, which shall apply to the contract

IFB 016-22 Band and Orchestra Instruments Page 5 of 62 throughout and will be deemed to be included in the contract the same as though herein written out in full.

9. No Offer by CCPS and Firm Offer by Bidder: This solicitation does not constitute an offer by CCPS to enter into an agreement and cannot be accepted by any Bidder to form an

Agreement. This solicitation is only an invitation for offers from interested Bidders and no offer shall bind CCPS. A Bidder’s offer is a firm offer and may not be withdrawn except as provided in this IFB, CCPS Purchasing Policies and Procedures and other applicable law.

10. Negotiations; Best and Final Offers: CCPS reserves the right to negotiate specifications, terms and conditions, which may be necessary or appropriate for the accomplishment of the intent of this IFB. CCPS may require the submission of Best and Final Offers. CCPS may require that this IFB and Bidder’s response be incorporated in full or in part as Contract

Documents. The IFB and all responses, supplemental information, and other submissions provided by Bidder during discussions or negotiations may be held by the CCPS as contractually binding upon Bidder. CCPS may seek clarification from a Bidder at any time during the procurement process, and failure of a Bidder to timely respond may be cause for rejection of Bidder’s bid.

11. Purchase Order: A properly signed and executed Purchase Order provided to the successful bidder by CCPS results in a binding contract without further action by either party.

The contract documents shall consist of this Invitation for Bids and any addenda thereto, the offeror’s bid (as amended by any negotiations and best and final offers accepted by CCPS), Notice of Award and Notice to Proceed letters and establishing Purchase Order. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of Georgia.

12. Multiple Awards: CCPS reserves, in its sole discretion, the right to make one (1) award, no award, or award to multiple Bidders.

13. Georgia Open Records Act: Information provided to CCPS is subject to disclosure under the Georgia Open Records Act, O.C.G.A. § 50-18-70 et. seq. Pursuant to O.C.G.A. § 50-

18-72(a)(34), “[a]n entity submitting records containing trade secrets that wishes to keep such records confidential under this paragraph shall submit and attach to the records an affidavit affirmatively declaring that specific information in the records constitute trade secrets pursuant to Article 27 of Chapter 1 of Title 10 [O.C.G.A. § 10-1-760 et seq.]”.

14. Illegal Immigration Reform and Enforcement Act: This IFB is subject to the Illegal

Immigration Reform and Enforcement Act of 2011 (“Act”), formerly known as the Georgia

Security and Immigration Compliance Act. Pursuant to Act, the Bidder must provide with its

Bid proof of its registration with and continuing and future participation in the E-Verify

Program established by the United States Department of Homeland Security. Completed

Contractor Affidavit, Illegal Immigration Reform and Enforcement Act Forms must be submitted with the Bid at the time of submission. Under State Law, the CCPS cannot consider any Bid which does not include the completed forms. Where the business structure of a Bidder is such that Bidder is required to obtain an Employer Identification Number (EIN)

IFB 016-22 Band and Orchestra Instruments Page 6 of 62 from the Internal Revenue Service, Bidder must complete the Contractor Affidavit on behalf of, and provide a Federal Work Authorization User ID Number issued to, the Bidder itself.

Where the business structure of a Bidder does not require it to obtain an EIN, each entity comprising Bidder must submit a separate Contractor Affidavit. It is not the intent of this notice to provide detailed information or legal advice concerning the Act. All Bidders intending to do business with CCPS are responsible for independently apprising themselves of and complying with the requirements of the Act and assessing its effect on CCPS solicitations and their participation in those solicitations. For additional information on the

E-Verify program or to enroll in the program, go to: https://e-verify.uscis.gov/enroll.

15. Sub-Contractors and Sub-Consultants: Bidder shall ensure the responsibility standards for each of its Sub-Contractors and Sub-Contractors as listed below and in each and every part of this IFB. Verification must include documentation that each Sub-Contractor or Sub-

Contractor meets the responsibility criteria required to perform the work including any professional license, certification, insurance requirements of this IFB, any governmental agency having jurisdiction over the matter, or any law or regulation pertaining to the work or requirements. Bidder shall not furnish any statement, representation, or certification in connection with Sub-Contractors or Sub-Contractors that is materially false, deceptive, incorrect or incomplete. Failure of the Bidder to provide information concerning the responsibility of any Sub-Contractor or Sub-Contractor may result in a finding that the Bidder is not responsible. All proposed Sub-Contractors and Sub-Contractors shall be listed in the

Bidder’s response. Bidder shall ensure that all proposed Sub-Contractors have adequate personnel, past experience, adequate facilities, finances and business systems to perform the scope of services. CCPS reserves the right to approve all Sub-Contractors and Sub-

Contractors.

16. Sub-Contractors and Manufacturers: Bidders are required to submit, in writing, the addresses of any proposed Sub-contractor or equipment manufacturers listed in the Bid and may be required to submit other material information relative to proposed Sub-Contractor.

CCPS reserves the right to disapprove any proposed Sub-contractor whose technical or financial ability, or resources, or experience are deemed inadequate.

17. Minority, Female Business and Local Enterprises: It is the intent of CCPS that Minority

Business Enterprises (MBE), Woman Business Enterprises (WBE), and Local and Small

Business Enterprises (L/SBE) have an equal opportunity to participate in CCPS procurement opportunities. Bidders are encouraged to use said vendors whenever possible in the execution of any contract. However, CCPS does not provide a contracting preference and it is not the intent of CCPs to violate any local, state or federal laws.

18. Reasonable Accommodation: CCPS will provide reasonable accommodations for Bidders with a disability. Bidder’s should request reasonable accommodations by contacting the Purchasing Department, 218 Stockbridge Road, Jonesboro, Georgia 30236, or by email with the IFB name and number in the subject line to purchasing@clayton.k12.ga.us. If accommodations are needed, please notify the Purchasing Department by email not later than forty-eight hours in advance.

https://e-verify.uscis.gov/enroll

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19. Conflict of Interest: Bidders are advised to read and familiarize themselves with the conflict of interest provisions of this IFB contained in Appendix B, General Terms and

Conditions, and Required Form Submittals.

19.1 CCPS reserves the right to issue solicitations for specific projects that are independent of this IFB. Except as stated in this IFB, successful Bidders under this IFB are not precluded from responding to such solicitations.

19.2 All interests of CCPS employees, officers or elected officials in Bidder’s firm should be listed and disclosed with Bidder’s response to this IFB.

B. SUBMISSION OF BIDS

1. Ownership of Bids: Each Bid submitted to CCPS shall become the property of the CCPS, without compensation to a Bidder, for use by the CCPS, in its discretion. CCPS shall not be liable for any bid preparation costs incurred by Bidders, or for any subsequent work on the

Bid or additional documentation required by CCPS.

2. Bid Duration: Bids submitted in response to this IFB must be valid for a period of One

Hundred and Twenty (120) calendar days from the Bid Submission Deadline and must be marked as such.

3. Bid Submission Deadline: Responses to this IFB will be received by Clayton County Public

Schools (CCPS) e-Procurement Portal, at claytonk12ga.bonfirehub.com until 3:00 P.M., Eastern Standard Time (EST) on Tuesday, February 10, 2022. The Public Bid Opening will be held via Zoom at: IFB 016-22 Band and Orchestra Instruments at 3:00 P.M. EST.

Meeting ID: 974 6467 3705 and Passcode: 196674.

3.1 Bidders must register in Bonfire as a vendor at:

https://claytonk12ga.bonfirehub.com/portal/?tab=login in order to submit a bid prior to the submission deadline.

3.2 Bidders and all required forms must be fully completed, signed in ink and uploaded in Bonfire at: https://claytonk12ga.bonfirehub.com/portal/?tab under the correct solicitation.

3.3 CCPS will only accept online submissions for this IFB. Oral, telephonic, facsimile, emailed and mailed bids will not be considered.

4. Late Responses. Late Responses received will not be considered. Time will be determined in Bonfire (as determined by the time stamp clock when submitted online). Bids delivered to other locations within CCPS will not be considered.

5. Non-Mandatory Pre-Bid Conference: A Non-Mandatory Pre-Bid Conference Call has been scheduled for Thursday, January 20, 2022 at 10:30 A.M., EST. The number for the Pre-Bid

Conference Call number is (667) 770-1484, enter access code 222743 and the pound #

DocuSign Envelope ID: C2C26154-4D4A-45D6-ADF7-D88CC8C010C9 https://www.google.com/url?q=https://clayton-k12-ga-us.zoom.us/j/97464673705?pwd%3DZnFWby8xNzNjN01xaERSRzQrbXNndz09&sa=D&source=calendar&ust=1642017702536446&usg=AOvVaw0DCLby5IglsS8RAsR1PeUo https://claytonk12ga.bonfirehub.com/portal/?tab=login https://claytonk12ga.bonfirehub.com/portal/?tab

IFB 016-22 Band and Orchestra Instruments Page 8 of 62 symbol. Attendance during the Pre-Bid Conference Call is voluntary for Bidders responding to this IFB; however, Bidders are encouraged to attend the call. Attendance at the Pre-Bid

Conference Call is voluntary for Bidders responding to this IFB; however, Bidders are encouraged to attend the call. During the Pre-Bid Conference Call, the general requirements of the project will be discussed. Any questions raised by potential Bidders will be discussed.

Verbal answers to questions during the Pre-Bid Conference will not be authoritative. Each

Bidder must be fully informed regarding all existing and expected conditions and matters which might affect the cost or performance of the required services. It should be emphasized, however, that nothing stated or discussed during the course of this conference shall be considered to modify, alter or change the requirement of the solicitation documents, unless it shall be subsequently incorporated into an addendum to the solicitation documents.

6. Solicitation Questions: Any questions regarding this IFB should be submitted on or before

Thursday, January 27, 2022 at 3:00 P.M., EST. All questions must be submitted in writing to Debra B. Brewer, Director, by email with the IFB name and number in the subject line to purchasing@clayton.k12.ga.us. Questions received after the designated period may not be considered. Verbal responses are not authoritative. Answers to questions will be made by addendum posted not later than 3:00 p.m. EST on Thursday, February 3, 2022. It is the responsibility of each Bidder to obtain a copy of any Addendum issued for this solicitation.

7. Prohibited Contacts: All Bidders and representatives of Bidders are strictly prohibited from contacting CCPS employees, CCPS Officials, Elected Officials or any third-party representatives of CCPS on any matter having to do with this IFB. All communications by any Bidder concerning this IFB must be made in writing to the CCPS Purchasing

Department.

8. Examination of Bid Documents:

8.1 Each Bidder is responsible for examining with appropriate care the complete IFB and all Addenda and for informing itself with respect to all conditions which might in any way affect the cost or the performance of any Services. Failure to do so will be at the sole risk of the Bidder, who is deemed to have included all costs for performance of the Services in its Bid.

8.2 Each Bidder shall promptly notify CCPS in writing should the Bidder find discrepancies, errors, ambiguities or omissions in the Bid Documents, or should their intent or meaning appear unclear or ambiguous, or should any other question arise relative to the IFB. Replies to such notices may be made in the form of an addendum to the IFB, which will be posted to the CCPS website.

8.3 CCPS may in accordance with applicable law, by Addendum, modify any provision or part of the IFB at any time prior to the Bid due date and time.

8.4 Each Bidder must confirm Addenda have been received and acknowledge receipt by executing the Acknowledgment of Addenda form provided with each Addendum.

mailto:purchasing@clayton.k12.ga.us

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8.5 CCPS may waive any technicalities and formalities. CCPS reserves the right to cancel the IFB in its entirety.

9. Bonding and Insurance Requirements: The Bonding and Insurance requirements for any

Agreement that may be awarded pursuant to this IFB are set forth in Appendix B, General Terms and Conditions. Bidder must provide a copy of a current certificate of insurance evidencing any existing commercial general liability policies issued for Bidder, if any. For purposes of this section, “Bidder” shall mean an individual, corporation or other corporate entity submitting a bid in connection with this solicitation, including each Joint

Venture partner if Bidder is a Joint Venture.

10. Protests: Protests dealing with specifications or the solicitation shall be filed not later than three (3) working days prior to the bid due date. Other protests shall be filed not later than three (3) working days after the bid due date, or if the protest is based on subsequent actions of CCPS, not later than three (3) working days after the aggrieved person knows or should have knowledge, of the facts given rise to the protest. All Protests should specify exactly what is being protested. Protests are considered filed when received by the Director of

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

Bidder agrees to pay for CCPS reasonable attorney’s fees and expenses of litigation for any protest arising out of this solicitation in which CCPS is a prevailing party. Only those who participated in the solicitation are eligible to protest.

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IFB NO. 002-22

Clayton County Public Schools (”CCPS”) is soliciting Bids from qualified Bidders for Band and

Orchestra Instruments as needed. A detailed Scope of Services (“SOS”) is set forth in this IFB.

1. INTRODUCTION

1.1 BACKGROUND

CCPS is committed to high performance. CCPS is fully accredited through AdvanceED-Southern Association of Colleges and Schools Council on Accreditation and School Improvement. CCPS is a diverse K-12 system located in metropolitan Atlanta, Georgia, with 38 elementary schools, 16 middle schools, 10 comprehensive high schools, an alternative school, Open Campus, and two psycho-education facilities. CCPS is the fifth largest school system in the State of Georgia and is ranked amongst the 100 largest school districts in the U.S. Student enrollment is approximately 55,005.

1.2 INTENT TO AWARD

CCPS intends to make one (1) award to the lowest responsible, and responsive bidder;

however, CCPS reserves the right to make multiple awards or no award for IFB No:

016-22 Band and Orchestra Instruments.

1.2.1 Responsibility. The determination of the Bidder’s responsibility will be made by CCPS based on whether the Bidder meets the following minimum standard requirements:

1.2.1.1 Has the appropriate and adequate knowledge required to provide Band and Orchestra Instruments;

1.2.1.2 Has adequate personnel to perform the service upon request;

1.2.1.3 Ability to comply with the required or proposed

schedule;

1.2.1.4 Has a satisfactory record of performance;

1.2.1.5 Bidder must have the ability to provide future services;

1.2.1.6 Has adequate financial means to meet obligations

incidental to the work; and

1.2.1.7 Such other factors as the CCPS determines to be

pertinent to either the bid or the contract.

1.2.2 Responsiveness. The determination of the Bidder’s responsiveness will be made by CCPS based on a consideration of whether the Bidder has submitted complete bid documents meeting bid requirements without irregularities, exclusions, special conditions, or alternative bids for any item unless specifically requested in the solicitation.

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1.2 TERM OF AGREEMENT

The Contract shall commence within ten (10) calendar days after receipt of written Notice to Proceed (NTP).

The initial term of the Agreement and any renewal terms are collectively referred to as the “Term”. The initial term of this Agreement shall be for one (1) year, and may be automatically renewed for two (2) successive one (1) year terms upon the same terms and conditions. The services to be performed under this Agreement shall commence on the effective date of this agreement and terminate absolutely and without further obligation on the part of CCPS on June 30th of the year in which it was executed and on June 30th of each succeeding and renewed year, as required by O.C.G.A. § 20-2-506(b), as amended, unless terminated earlier in accordance with the termination provisions of this agreement.

This contract shall not be deemed to create a debt of CCPS for the payment of any sum beyond the fiscal year of execution or, in the event of a renewal, beyond the fiscal year of such renewal.

2. SCOPE OF SERVICES

The Bidder will provide band and orchestra instruments for CCPS and facilities on an as needed basis in accordance with this IFB and in accordance with Attachment A, Scope of

Services and Specifications, attached hereto and incorporated herein by reference.

3. MINIMUM REQUIREMENTS

Bidder must have three (3) years of experience providing band and orchestra instruments for a school district, college/university or any other governmental organization similar in size to

CCPS.

4. REQUIRED FORM SUBMITTALS

The forms and documents contained in Appendix D, Required Forms, are mandatory forms required to be submitted with each bid. Failure to provide the information or documentation required may cause a bid to be declared non-responsive and rejected. Failure to an have authorized representative sign all documents at the signature line, or failure to have all documents properly notarized as requested, may cause a bid to be declared non-responsive and rejected.

5. CCPS STANDARD AGREEMENT

The Agreement included as Attachment C is a standard CCPS document which should be thoroughly reviewed by all Bidders prior to submitting a bid. Modifications or additions to the CCPS Standard Contract will not be considered after contract award.

Bidder should submit any supplemental agreements, third-party agreements, contracts or associated documents with its bid for consideration and approval by CCPS.

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6. REQUIREMENT CONTRACT CLAUSE

This is a requirement contract for the band and orchestra instruments The number of quantities specified in the schedule are estimates only. There are no guarantees as to the number of quantities CCPS will require over the time period stated, and therefore, no liability for non-purchase of any goods and/or services.

7. AUTHORIZED PRICE INCREASE AFTER AWARD OF CONTRACT

7.1 Only one (1) price change for the awarded item in the first option year.

7.2 Price changes will be allowed only if the vendor provides to CCPS a letter from the manufacturer on the manufacturer’s letterhead with an authorized signature and date, stating that the awarded item(s) by the manufactured have increased.

The letter also shall state the manufacturer’s increased price. The manufacturer shall certify that the price increase is “across the board” for all customers.

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APPENDIX A

PURCHASING DEPARTMENT

CODE OF ETHICS

The Purchasing Department abides by the Code of Ethics promulgated by the National

Institute of Governmental Purchasing (NIGP) and the following:

I. Give first consideration to the mission and policies of Clayton County Public Schools.

II. Strive to obtain maximum value for each dollar spent.

III. Decline personal favors, gifts, and gratuities.

IV. Grant all competitive Contractors fair and equal consideration.

V. Conduct business with potential and current Contractors in an atmosphere of good faith.

VI. Demand honesty in sales representations whether offered through the medium of a verbal or written statement, an advertisement, or a sample of the product.

VII. Receive consent from the originator for the use of proprietary ideals and designs.

VIII. Make a reasonable effort to obtain equitable settlement of any controversy with a Contractor.

IX. Accord a prompt and courteous reception insofar as conditions permit to all who call on legitimate business missions.

X. Create an environment of fair, ethical, and legal business practices.

XI. Protect Clayton County Public Schools interest by ensuring that Contractors honor all terms of their contracts.

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APPENDIX B

GENERAL TERMS AND CONDITIONS

The General Terms and Conditions contained in this Invitation for Bids (IFB) apply to all solicitations. Where there are specific or special conditions contained herein that conflict with the General Information and Instructions, the more specific or special conditions will prevail. The terms Contractor, Bidder, Contractor, Supplier, Provider and Vendor may be used interchangeably herein.

I. Contract Renewal. Upon executing its option to renew, CCPS will notify the

Contractor of such renewal, at which time the Contractor shall be bound to provide Services during such renewal term, without the need for the Parties to execute any further documents evidencing such renewal, it being acknowledged by the Contractor that its initial execution of this Agreement is deemed its agreement to continue to provide Services during any renewal term.

II. Payment. A purchase order will be issued to authorize the purchase of the services/commodities. Delivery/release of services/commodities is not authorized until the receipt of a purchase order.

a. The Contractor shall invoice CCPS on a monthly basis. 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 a satisfactory invoice in triplicate, whichever occurs last.

b. Invoices should be sent to:

Clayton County Public Schools Attn: Accounts Payable

1058 Fifth Avenue Jonesboro, Georgia 30236

c. All invoices must show the contract number and purchase order number, work performed and period of work. Payment will be made via electronic payment or check. CCPS reserves the right to modify these terms should extenuating circumstances prevail.

d. Bidder must invoice CCPS for payment one-hundred and eighty (180) days of contract closure.

III. Non-Appropriation. Notwithstanding any other provision of this agreement, the parties hereto agree that the charges hereunder are payable to the Contractor by CCPS solely from appropriations received by CCPS. In the event such appropriations are determined, in the sole discretion of the Chief Financial Officer

IFB 016-22 Band and Orchestra Instruments Page 15 of 62 of CCPS, no longer to exist or to be insufficient with respect to the charges payable hereunder, this agreement shall terminate without further obligation of CCPS at the end of any fiscal period (hereinafter referred to as “Event”). In such Event, the Chief Financial Officer for CCPS shall certify to the Contractor the occurrence thereof, and such certification shall be conclusive.

IV. Scope of Services. Contractor shall provide generator system maintenance and repair services as requested by CCPS on an as needed basis in accordance with the IFB and Scope of Services.

V. Compliance With Laws, Licenses, Permits. Contractor shall comply with all local, state, and federal laws and regulations applicable to its responsibilities under this Agreement. During the term of this Agreement the Contractor shall maintain all licensing and permits required to provide Services. Failure to maintain such licensing shall be cause for termination of this Agreement. Contractor shall obtain and maintain all permits, licenses, certifications and approvals as required by all regulatory agencies with jurisdiction over the assigned Services, including any regulatory agencies of CCPS.

VI. Insurance.

Proof of insurance shall be provided within fifteen (15) days of the date of written notification of award.

a. The following general requirements apply to any and all work under this contract by all Contractors and Sub-contractors, where applicable, 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, and until all work has been completed to the satisfaction of Clayton County Public Schools. Any and all insurance must be on an occurrence basis.

No Contractor or Sub-contractor shall commence any work of any kind under a contract until all insurance requirements contained within the solicitation have been complied with and until evidence of all insurance requirements have been received demonstrating such compliance in each and every contract with each and every sub-contractor of any tier.

2. Clayton County Public Schools shall be covered as an Additional

Insured under any and all insurance required by the contract.

Confirmation of this shall appear on all certificates of insurance and on any and all applicable policies.

3. Clayton County Public Schools shall be given no less than thirty (30) day notice of cancellation. Clayton County Public Schools shall be

IFB 016-22 Band and Orchestra Instruments Page 16 of 62 given not less than thirty (30) days prior written notice of material changes of any insurance required under this contract.

4. Each and every agent shall warrant when signing the certificate of insurance that he is acting as an authorized representative on behalf of the companies affording insurance coverage under the contract and that he is licensed by the State of Georgia to conduct insurance business in the State of Georgia and that the companies affording insurance coverage 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 a contract must meet the minimum financial security requirements as set forth below.

The rating for each company must be indicated on the certificate of insurance.

For all contracts, regardless of risk, companies providing insurance under this contract must have a current:

a. Best’s Rating not less than A, and

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

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, CCPS 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 Contractor or shall have the right to cancel the contract.

b. Worker’s Compensation and Employer’s Liability Insurance

The Contractor shall procure and maintain Worker’s 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 the contract.

Worker’s Compensation Statutory

Employer’s Liability

Bodily Injury by Accident

$100,005 each accident

Bodily Injury by Disease $100,005 each employee

IFB 016-22 Band and Orchestra Instruments Page 17 of 62

Bodily Injury by Disease $500,005 policy limit

c. Comprehensive General Liability Insurance

The Contractor shall procure and maintain Comprehensive

Insurance in an amount not less than $1,005,005.00 for bodily injury and property damage combined single limit. The following specific extensions of coverage shall be provided and indicated on the certificate of insurance.

1. Comprehensive Form

2. Contractual Insurance

3. Personal Injury

4. Broad Form Property Damage

5. Premises – Operations

6. Completed Operations

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

d. Automobile Liability Insurance

The Contractor shall procure and maintain Automobile Liability

Insurance in an amount not less than $1,005,005.00 for bodily injury and property damage combined single limit. The following extensions of coverage shall be provided and indicated on the certificate of insurance.

1. Comprehensive Form.

2. Owned, Hired, Leased and non-owned vehicles to be covered. If the Contractor does not own any vehicles in the corporate name, non-owned vehicles coverage shall apply and must be endorsed on either the Contractor’s personal automobile policy or the

Comprehensive General Liability coverage required under this contract.

VII. Conflict of Interest Notice to Bidders. All firms, Sub-Contractors, Sub- Contractors and their employees are notified and advised to avoid potential conflicts of interests. Full and prompt disclosure of involvement in any project or services to other clients that may be in conflict with the financing, construction, operation and management of CCPS projects shall be made to the CCPS in the technical response of the firm’s bid, and in advancement of assignment so that real or potential conflicts of interest can be avoided.

In any circumstance where Bidder, including any joint venture partners, parent or

IFB 016-22 Band and Orchestra Instruments Page 18 of 62 subsidiary companies, or affiliates under common control, is providing Services or work under another contract with CCPS and a dispute, claim or conflict of interest arises between CCPS and such Contractor under this agreement or another contract, CCPS may in its sole determination and discretion, suspend all existing work under this Agreement and may or may not issue any further work to the Contractor under this agreement unless and until such dispute, claim or conflict of interest is resolved to the satisfaction of CCPS. Should CCPS take such action, Contractor shall not be entitled to any additional costs of any kind resulting from such action except that Contractor may be paid for any authorized Services provided to CCPS under this Agreement prior to the effective date of the suspension of the work. This provision shall not be deemed exclusive and shall be supplemental to any rights and remedies available to CCPS under this Agreement, any other contract or as may be available under applicable law.

VIII. Contractor as Independent Contractor. In conducting its business hereunder, the Contractor shall act as an independent contractor and not as an employee or agent of CCPS. The selection, retention, assignment, direction and payment of the Contractor’s employee shall be the sole responsibility of the Contractor. Nothing in this agreement shall be deemed to constitute Contractor and CCPS as partners, joint ventures, or principal and agent, or be construed as requiring or permitting the sharing or profits or losses. Neither party has authority to represent or bind or create any legal obligations for or on behalf of the other party.

IX. Contractor’s Personnel. The Contractor shall assign sufficient qualified personnel to provide the Services required by CCPS. Contractor shall assign personnel that possess the necessary skill sets to ensure proper installation and operation of the Services. The Contractor will assume all costs associated with the replacement of any Contractor personnel whose continued assignment is not in the best interest of CCPS. Without cost to CCPS, the Contractor agrees to remove any personnel who has engaged in a willful misconduct or had committed a material breach of this agreement.

X. Contractor’s Authority, Representations and Warranties. The Contractor represents that the Contractor, its employees, and its sub-contractors are possessed of the knowledge, training, skills, experience, and financial strength required to provide the services outlined in this Agreement. Contractor further warrants that its integrity, reputation, skills and performance of the Services requested shall be of the highest caliber. Contractor warrants that it will perform its services in a prompt and timely manner, which shall not impose delays in official operation of CCPS; and that services will be performed in accordance with the standards imposed by applicable law and the practices and professional standards used in well managed operations performing similar services. The Contractor warrants that as of the date above written that:

a. It is duly organized and validly existing in good standing under the laws of the state in which it is organized, is qualified to do business in all jurisdictions in which it is operating, and has the power and authority to execute and deliver and to perform its obligations under this Agreement

IFB 016-22 Band and Orchestra Instruments Page 19 of 62 and the documents to which it is signatory; and

b. The execution, delivery and performance by Contractor and its undersigned representative(s) of this Agreement and other documents to which Contractor is a signatory do not require the approval or consent of any other person, entity or government agency and do not result in any breach of any agreement to which Contractor is a party or by which it is bound; and

c. The execution, delivery and performance by Contractor of this Agreement and other documents to which it is a signatory have been duly authorized by all necessary action, and constitute legal, valid and binding obligations of Contractor, and is enforceable against Contractor in accordance with its terms; and

d. No action, suit or proceeding to which Contractor is a party is pending or threatened that may restrain or question this Agreement, or any other document to which it is a signatory, or the enjoyment of rights or benefits contemplated herein.

XI. Confidential Information.

a. General. Each Party agrees to preserve as strictly confidential all Confidential Information of the other Party for two (2) years following the expiration or termination of this Agreement; provided, however, that each Party’s obligations for the other Party’s Confidential Information that constitutes trade secrets pursuant to Applicable Laws will continue for so long as such Confidential Information continues to constitute a trade secret under Applicable Law. Any Confidential Information that may be deemed Sensitive Security Information by the Department of Homeland Security or any other similar Confidential Information related to security will be considered trade secrets. Upon request by CCPS, Contractor will return any trade secrets to CCPS. Each Party agrees to hold the Confidential Information of the other in trust and confidence and will not disclose it to any Person, or use it (directly or indirectly) for its own benefit or the benefit of any other Person other than in the performance of its obligations under this Agreement.

The Contractor shall indemnify and hold harmless the School

District/public entity against any liability, including costs and expenses, for infringement of any patent, trademark, or copyright arising out of Contract performance or use by the School District/public entity of materials furnished or work performed under this Contract. The School

District/public entity shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph.

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b. Disclosure of Confidential Information or Information Other Party

Deems to be Confidential Information. Each Party will be entitled to disclose any Confidential Information if compelled to do so pursuant to: (i) a subpoena; (ii) judicial or administrative order; or (iii) any other requirement imposed upon it by Applicable Law. Prior to making such a disclosure, to the extent allowed pursuant to Applicable Law, each Party shall provide the other with thirty six (36) hours prior notice by facsimile of its intent to disclose, describing the content of the information to be disclosed and providing a copy of the pleading, instrument, document, communication or other written item compelling disclosure or, if not in writing, a detailed description of the nature of the communication compelling disclosure with the name, address, phone number and facsimile number of the Person requesting disclosure. Should the non-disclosing Party contest the disclosure, it must: seek a protective order preventing such disclosure; or intervene in such action compelling disclosure, as appropriate. This Section shall be applicable to information that one Party deems to be Confidential Information but the other Party does not.

XII. Work Product. Except as otherwise expressly provided in this Agreement, all reports, information, data, specifications, computer programs, technical reports, operating manuals and similar work or other documents, all deliverables, and other work product prepared or authored by Contractor or any of its Contractors exclusively for CCPS under this Agreement, and all intellectual property rights associated with the foregoing items (collectively, the “Work Product”) shall be and remain the sole and exclusive property of CCPS. Any of Contractor’s or its Contractors’ works of authorship comprised within the Work Product (whether created alone or in concert with CCPS or Third Party) shall be deemed to be “works made for hire” and made in the course of services rendered and, whether pursuant to the provisions of Section 101 of the U.S. Copyright Act or other Applicable Law, such Work Product shall belong exclusively to CCPS. Contractor and its Contractors grant CCPS a non- exclusive, perpetual, worldwide, fully paid up, royalty-free license to all Work Product not exclusively developed for CCPS under this Agreement

a. If any of the Work Product is determined not to be a “work made for hire”, Contractor assigns to CCPS, worldwide and in perpetuity, all rights, including proprietary rights, copyrights, and related rights, and all extensions and renewals of those rights, in the Work Product. If Contractor has any rights to the Work Product that cannot be assigned to CCPS, Contractor unconditionally and irrevocably waives the enforcement of such rights and irrevocably grants to CCPS during the term of such rights an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sub-licensees, to reproduce, make, have made, create derivate works of, distribute, publicly perform and publicly display by all means, now known or later developed, such rights.

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b. CCPS shall have the sole and exclusive right to apply for, obtain, register, hold and renew, in its own name or for its own benefit, all patents, copyrights, applications and registrations, renewals and continuations and all other appropriate protection.

c. To the extent exclusive title or complete and exclusive ownership rights in any Work Product created by Contractor Personnel may not originally vest in CCPS by operation of Applicable Law, Contractor shall immediately upon request, unconditionally and irrevocably assign, transfer and convey to CCPS all rights, title and interest in the Work Product.

d. Without any additional cost to CCPS, Contractor Personnel shall promptly give CCPS all reasonable assistance and execute all documents CCPS may reasonably request to enable CCPS to perfect, preserve, enforce, register and record its rights in all Work Product. Contractor irrevocably designates CCPS as Contractor's agent and attorney-in-fact to execute, deliver and file, if necessary, any documents necessary to give effect to the provisions of this Section and to take all actions necessary, in Contractor's name, with the same force and effect as if performed by Contractor.

XIII. Audit Inspection Rights.

a. General. Contractor will provide to CCPS, and any Person designated by CCPS, access to Contractor Personnel and to Contractor owned Facilities for the purpose of performing audits and inspections of Contractor, Contractor Personnel and/or any of the relevant information relating to the Services and this Agreement. Such audits, inspections and access may be conducted to: verify the accuracy of Charges and invoices; examine Contractor’s performance of the Services; monitor compliance with the terms of this Agreement; and any other matters reasonably requested by CCPS. Contractor shall provide full cooperation to CCPS and its designated Persons in connection with audit functions and examinations by regulatory authorities.

b. All audits and inspections will be conducted during business hours (except with respect to Services that are performed during off-hours). Contractor shall promptly respond to and rectify the deficiencies identified in and implement changes suggested by any audit or inspection report. If any audit or inspection of Charges or Services reveals that CCPS has overpaid any amounts to Contractor, Contractor shall promptly refund such overpayment and Contractor shall also pay to CCPS interest on the overpayment amount at the rate of one- half percent (0.5%) per month (or such maximum rate permissible by Applicable Law, if lower) from the date the overpayment was made until the date the overpayment is refunded to CCPS by Contractor.

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XIV. Open Records. The Contractor acknowledges that all records relating to this Agreement and the services to be provided under this Agreement may be a public record subject to Georgia’s Open Records Act (O.C.G.A. § 50-18-70, et seq.).

Contractor shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law.

Contractor shall notify CCPS immediately of any request made under the Open Records Act and shall furnish CCPS with a copy of the request and the response to such request.

XV. Contractor Affidavit and Compliance.

a. Pursuant to O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10- 1-.02, CCPS cannot enter a contract for the physical performance of services unless the Contractor and its Sub Contractors register and participate in the Federal Work Authorization Program to verify specific information on all new employees.

b. The Contractor certifies that it has complied and will continue to comply with O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10- 1-.02.

c. The Contractor agrees to sign an affidavit evidencing its compliance with

O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02.

The signed affidavit is attached hereto as Appendix C, Required Form Submittals, and incorporated herein by reference.

d. The Contractor agrees that in the event that it employs or contracts with any Sub-contractor(s) in connection with this Contract, the Contractor will secure from each Sub-contractor an affidavit that indicates the employee-number category applicable to that Sub Contractor and certifies the Sub-contractor’s current and continuing compliance with O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02.

XVI. Performance of Agreement.

a. CCPS reserves the right to enforce the Contractor’s performance in any manner prescribed by law or deemed to be in the best interest of CCPS in the event of breach or default of the Agreement.

b. The Contractor shall execute the entire work described in the Agreement

Documents, except to the extent specifically indicated in the Agreement documents to be the responsibility of others.

c. The Contractor accepts the relationship of trust and confidence established by the award of this Agreement. The Contractor covenants with CCPS to utilize the Contractor’s best skill, efforts and judgment in furthering the interest of CCPS; to furnish efficient business administration and

IFB 016-22 Band and Orchestra Instruments Page 23 of 62 supervision; to make its best efforts to furnish at all times an adequate supply of workers and materials; and to complete the Services in the best way and most expeditious and economical manner consistent with the interest of CCPS.

d. Contractor acknowledges that this Agreement and any changes to it by amendment, modification, change…