Hall County Government

FINANCIAL SERVICES

PURCHASING DIVISION

POST OFFICE DRAWER 1435

GAINESVILLE, GA 30503

t: 770.535.8270 | f: 770.531.6711

FINANCIAL SERVICES DIRECTOR

Taylor Samples, CPA

ASSISTANT FINANCE DIRECTOR

Elizabeth White

PURCHASING MANAGER

Andrew Youngblood

INVITATION FOR BID

IFB #025-47

For the provision of:

Lightning Protection Systems at Fire Stations #5, #9, & #16

Hall County, Georgia, Board of Commissioners (herein “County”), is seeking qualified contractors to provide lightning protection for Hall County Fire Stations 5, 9, and 16 (herein “Services”). The County seeks to award one

(1) contractor to perform all the Services.

Schedule of Events:

Bid Post Date: Thursday, August 20, 2026 Mandatory On-Site Pre-Bid Meeting: Tuesday, September 1, 2026, at 9:00am at Hall County Fire Station #5 located at 4187 Falcon Parkway, Flowery Branch, GA 30542 Bidders’ Questions Due: Tuesday, September 8, 2026 Response to Bidder Questions Due: Friday, September 11, 2026 Bid Due Date: Thursday, September 17, 2026, at 2:00pm Eastern Time

Bidding Process: Hall County is now accepting sealed bids from qualified contractors for the provision of the Services in the County’s Purchasing Division, located on the fourth (4th) floor of the Hall County Government Center, 2875 Browns Bridge Road, Gainesville, GA 30504 until 2:00 p.m. EST on Thursday, September 17, 2026. All bid packets must be sealed and time and date stamped by the Hall County receptionist located on the 4th floor to be considered.

General Qualifications: Bidders must be in the regular business of providing similar Services. Bidders must be licensed, insured, and bonded in the State of Georgia.

Mandatory On-Site Pre-Bid Meeting: The pre-bid meeting will start promptly at 9:00am Eastern Time located at Fire Station #5, 4187 Falcon Parkway, Flowery Branch, GA 30542.

We will then proceed to Fire Station #9 located at 5040 Poplar Springs Road, Gainesville, GA 30507, and then on to Fire Station #16 located at 4209 Shirley Road, Gainesville, GA 30506.

Those who do not attend the pre-bid meeting will not be eligible to bid on the project.

Questions: All communications must be directed solely to Andrew Youngblood, Issuing Officer, at andrew.youngblood@hallcounty.org for questions or clarifications of the IFB requirements.

Addenda: If needed and in the best interest of the County, the Purchasing Division may make an extension of the bidding period by a formal written addendum and publicly posted on the County website. All addenda must be signed by the Bidder and returned with the bid packet.

Proposal Documents: Bidders may obtain all submittal documents at no cost via the County’s website at https://www.hallcounty.org/Bids.aspx,then scroll down and click the link for Lightning Protection Systems at Fire Stations and download all required documents under “Related Documents”. Any addenda will also be posted at the bottom of the webpage as needed. Bidders are responsible for checking for addenda. Addenda must be signed and returned along with the bid packet.

Bid Response: Each Bidder must provide a total of two (2) hard paper copies of its bid, including any addenda, with one (1) marked “Original” and one (1) marked “Copy”. Submit both hard paper copies in a sealed envelope(s).

Each Bidder must provide one (1) hard paper copy of Exhibit C – Cost Proposal Worksheet. Prices quoted on Exhibit C – Cost Proposal Worksheet shall be fixed and firm for the duration of the contract.

Electronic signatures on bid documents are acceptable; however, hard copies of the bid response are required, as stated above.

Bidders must also provide their responses on one (1) USB drive.

Public Reading: Bid openings are open to the public and to Bidders. Bidders are not required to attend but may do so. The Issuing Officer named herein, or another Purchasing team member, will open and publicly read all Bidder’s company names, their locations, and proposed costs on the Bid Due Date at the Hall County Government Center, 2875 Browns Bridge Rd, Gainesville, GA 30504 on the 4th floor.

Evaluation and Selection: The County will evaluate all submittals in accordance with the Official Code of Hall County, Georgia 3.10, and as further detailed herein.

Award Process: The County reserves the right to reject any or all bids, in whole or part, or to select any Bidder, without liability on part of the County to the Bidder to complete the described work. The County intends to award the contract to one (1) company that it deems to be the lowest cost, responsible and responsive Bidder to perform all the work described herein. Lead times, length of time to complete the work, and prior work history (whether as a prime contractor or subcontractor) will also be a factor in award.

Bid Retention: Bidders may not withdraw their bid after the bid opening. Bids must be valid for one hundred twenty (120) calendar days. All forms, documents, and exhibits attached hereto must be completed and returned with the bid. The County reserves the right to retain all bids submitted and use any idea(s) in a bid regardless of award. The County shall have the right to waive any informality or irregularity of immaterial deviation in any bid received.

Bidders must sign Exhibit B – Contract for Services. Bidders may submit redlines and exceptions to Exhibit B – Contract for Services to the Issuing Officer prior to submitting their bids. Redlines and exceptions to the contract must be submitted by the Bidders’ Questions Due Date listed above.

Legally Binding Agreement: The County and the awarded Bidder shall enter into a formal agreement; substantially in the form of the attached Exhibit B – Contract for Services. Contracts are only valid if they are signed by the County’s Chairman of the Board of Commissioners, or his/her designee, and the awarded Bidder. Bidders must sign the Exhibit B – Contract for Services and submit it with their bid responses. If there are no written objections or exceptions, then the County will understand this as an affirmative acceptance of the Scope of Work as it is presented.

Bonds: Not required for this solicitation.

Liquidated Damages: Not required for this solicitation.

Non-Collusion Clause: Bidders must have no contact of any nature with any other Bidders, County staff members (except the Issuing Officer named herein), its elected officials, nor Commissioners, during the evaluation process. The County will deem such as collusion and thus render the submission in violation of the Official Code of Hall County and thus the County may render the proposal as non-responsive and not evaluate the proposal for an award.

By submitting a proposal, the Bidder represents and warrants that no official or employee of Hall County Government has, in any manner, an interest, directly or indirectly, in the proposal or in the contract which may be made under it, or in any expected profits to arise there from.

County Consultants: From time to time, the County may select an outside consultant at its own discretion who will act under the direction of County’s Project Manager. The consultant will have full authority to act on behalf of the County; however, the consultant may not solicit goods and services on behalf of the County without prior written approval from the County. Contractors MUST follow all specification sections prepared by the County’s consultant, and Contractors MUST allow the consultant to inspect the work.

Taxes: The County is exempt from State of Georgia Local Sales and Use Tax. The Bidder understands and acknowledges that it is responsible for any sales and use taxes it may incur.

The Bidder will not charge or invoice the County any sales and use tax as a separate line item.

The Contractor may request a copy of the County’s Georgia Sales and Use Tax Exemption Certificate.

Federal Suspension and Debarment Compliance In accordance with 2 CFR 200.214 and 2 CFR Part 180.300, if this procurement is funded in whole or in part by federal grant funds, the County is prohibited from awarding contracts to parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs. If applicable, by submitting a proposal in response to this IFB, the Bidder certifies to the best of its knowledge and belief that neither it, its principals, nor its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from entering into covered transactions by any Federal department or agency.

Respondents are required to complete, sign, and return the attached Debarment and Suspension Certification Form with their proposal. Failure to submit this certification if required may render the proposal non-responsive.

Table of Contents

1.0 INTRODUCTION

2.0 GENERAL TERMS AND CONDITIONS

3.0 SCOPE OF WORK

4.0 SUBMISSION OF PROPOSALS

5.0 IFB RESPONSE PREPARATION

6.0 SELECTION PROCESS

7.0 STEPS TO AWARD

1.0 INTRODUCTION

The County desires to award one (1) company for the Services described herein and is soliciting sealed bids for this Invitation for Bid (herein “IFB”) for the Services. Bidders must be in the regular business of installing lightning protection systems onto commercial buildings.

2.0 GENERAL TERMS AND CONDITIONS

A. The County reserves the right to conduct any review it may deem advisable to assure services conform to the specifications.

B. Prospective firms, including all officers, must not be, or have been, debarred by any Federal, State, or Local authority.

C. A Bidder must not be, or have been, in any legal suit for negligence, willful misconduct, fraud, or otherwise malpractice charges.

D. A Bidder must be legally able to conduct business in the State of Georgia.

E. A Bidder must not have abandoned a project or an engagement or otherwise been terminated for non-performance or subpar performance F. A Bidder must not be under an enforcement action for related investigation pending by a professional or regulatory group.

3.0 SCOPE OF WORK

Please follow this link to access the building plan set attachments:

https://drive.google.com/drive/folders/1Hml0QG2Q_kn32gDUTpwAGUbU4rWZvlrY?usp=drive_li nk

Overview This is a turnkey project. The awarded contractor shall provide all materials, labor, transportation, and supervision to complete the project. This project covers the procurement, installation, testing, and commissioning of a complete lightning protection system for three (3) Hall County Fire Stations. The goal is to provide a code‑compliant system that protects the structure, equipment, and personnel from lightning-related hazards.

The lightning protection system shall comply with all relevant standards including:

• NFPA 780: Standard for the Installation of Lightning Protection Systems

• UL 96A: Installation Requirements for Lightning Protection Systems

• All local and state building and electrical codes

• Manufacturer’s installation requirements

Contractor Responsibilities

• Conduct a site assessment of Fire Stations 5, 9, and 16 to verify structure type, roof layout, and grounding conditions.

• Provide all labor, materials, tools, and equipment required for a complete system installation.

• Supply certified lightning protection components listed and labeled per UL requirements.

• Coordinate with Hall County Fire Rescue regarding scheduling, access, and safety procedures at each station.

• Furnish and install air terminals on all required roof levels, ridgelines, and projections.

• Furnish and install down conductors along approved pathways from air terminals to ground.

• Install proper grounding electrodes and bonding connections to achieve code‑compliant resistance levels.

• Bond metallic building systems as required, including HVAC, communications enclosures, metal doors, railings, rooftop equipment, and electrical service components.

• Protect and secure all components to ensure durability and prevent accidental damage.

• Label system components as needed for inspection and maintenance.

Materials and Equipment The awarded Contractor shall provide:

• UL‑listed lightning protection components

• Conductors, connectors, grounding electrodes, bonding clamps, fasteners, and brackets

• Any required structural mounts or supports

• Inspection and testing equipment

Safety Requirements The awarded Contractor shall:

• Follow all OSHA construction safety standards.

• Implement fall protection measures for roof work.

• Maintain jobsite safety and cleanliness throughout the project.

• Coordinate with each fire station leadership to avoid operational disruptions.

Testing and Commissioning The awarded Contractor shall:

• Perform continuity and grounding resistance tests.

• Verify all components meet NFPA 780 and UL 96A requirements.

• Submit test reports and inspection certifications upon completion.

Documentation and Deliverables The awarded Contractor shall provide to Hall County:

• As-built drawings showing system layout, conductor paths, and grounding locations

• Manufacturer data sheets and UL certifications

• Warranty information

• Final inspection report

The system shall be considered complete when:

• Installation meets all codes and manufacturer requirements

• Testing validates proper continuity and grounding

• All documentation is delivered

• Final inspection is approved by Hall County Fire Rescue

Lastly, the awarded Contractor shall provide a detailed installation timeline and identify any required station access periods or operational considerations.

4.0 SUBMISSION OF PROPOSALS

A. The County requests that Bidders submit proposals addressing all items listed below.

Failure to include any of these documents may result in disqualification. All responses must be in hard copy format. Bidders should submit a total of two (2) hard paper copies of the technical proposal: one (1) copy of marked “Original” and one (1) marked “Copy”. Each

Bidder must also provide one (1) hard paper copy of Exhibit C – Cost Proposal Worksheet.

Bidders must also provide their responses on one (1) USB drive.

B. Bidders must submit their response in a sealed envelope clearly marked with “IFB #025- 47 Lightning Protection Systems at Fire Stations” on the outside. The submittal must be signed. Faxed or emailed bids will not be accepted.

C. It is mandatory that the following documents be completed and included in the bid response.

Exhibit A – Bid Response Form Exhibit B – Contract for Services Exhibit C – Cost Proposal Worksheet Exhibit D – W-9 Form Exhibit E – E-Verify Affidavit Exhibit F – Ethics Affidavit Exhibit G – Bidder Questions Any Addenda Copy of Business License (state and/or local) Certificate of Insurance Copies of professional licenses or certifications

D. Bidders are responsible to review and comply with any addenda regarding this IFB that will be posted on the County website. Bidders must sign as acknowledged and return all addenda with the bid package response.

E. All bids must be sealed. Unsealed bids will not be accepted.

F. Any alternate options of additional services or deductions thereof may be included in the response; however, Bidders must complete the cost worksheet as provided and enclose in the bid response.

G. Delivery. Bidders must submit bids to the following address by the deadline date and time.

All deliveries must be date and time stamped. The County is not responsible for late bids due to mailing delays.

Hall County Government Center Andrew Youngblood, Issuing Officer Purchasing Division – 4th Floor 2875 Browns Bridge Road Gainesville, Georgia 30504

5.0 IFB RESPONSE PREPARATION

A. The Bidder bears all responsibility for all expenses incurred in responding to this IFB.

B. The County will not accept joint proposals.

C. Of the services listed in the Scope of Work, indicate which one(s), if any, your firm would be unable to provide. If there is another service that your firm could provide instead, please elaborate.

6.0 SELECTION PROCESS

A. The County’s Project Manager will review each proposal with regard to demonstrated breadth of service, experience, financial stability, personnel, rates, references, lead times, and other related criteria.

B. The successful Bidder will be required to submit acceptable evidence of compliance with professional liability insurance coverage requirements as outlined in Exhibit B – Contract for Services.

C. Bidders are encouraged to submit clear and concise responses. Excessive length or extraneous information is discouraged.

D. Bidders must complete all exhibits to this IFB and submit with their bids. Bidders failing to do so may result in their bid to be deemed non-responsive and thus not evaluated. Bidders are also encouraged to monitor Hall County’s website for addenda, amendments, attachments, and other supplemental documents for this IFB during the bidding period.

7.0 STEPS TO AWARD

The County’s Project Manager will recommend award of the contract to the lowest cost Bidder. In the unlikely event of a tie, the County may enter into negotiations of terms and conditions. Upon approval of the Board of County Commissioners, the County will issue to the awarded Bidder a Notice of Award, a Purchase Order, and a Notice to Proceed.

A. The County reserves the right to request clarification or additional information provided by any Bidder.

B. The Purchasing Division will rank the Bidders on a bid tabulation summary.

C. The County’s Project Manager may schedule interviews with any Bidder at his/her discretion. Any costs associated with an interview will be at the expense of the proposing Bidder.

D. Based upon the results of the proposals, references, and the interviews, the Purchasing Division along with the County’s Project Manager may negotiate with the lowest cost Bidder in an attempt to reach an agreement. If negotiations with the lowest cost Bidder are unsuccessful, the County may negotiate with the next lowest cost Bidder, and so on until reaching a satisfactory agreement.

EXHIBIT A – BID RESPONSE FORM

Bidders must complete and return this form with their bid.

By submitting a proposal, the respondent certifies that it has fully read and understands the proposal’s Scope of Work and requirements needed to complete the project. The services offered and the cost proposal must be valid for at least one hundred twenty (120) days from date of signature.

Bid No: 025-47

Bid Name: Lightning Protection Systems at Fire Stations

Date of Bid Submittal: _____________________

Affirmation: Bidder affirms the following by affixing a signature below:

“I, the undersigned, agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this bid proposal”.

Company’s Full Legal Name: __________________________________

Bidder Signature: ___________________________________________

Print Name: _______________________________________________

Title: _____________________________________________________

Phone Number: ____________________________________________

Email Address: _____________________________________________

Physical Address: ___________________________________________

City/State/Zip: ______________________________________________

Unsigned bids may be declared as “non-responsive” and may not be evaluated.

If you desire to submit a “No-Bid” then please indicate by checking one or more of the reasons below:

______ Bidder does not offer this product/service

______ Unable to meet specifications

______ Unable to meet scheduled timeline

STATE OF GEORGIA CONTRACT #025-47

COUNTY OF HALL

For the provision of

Lightning Protection Systems at Fire Stations

ARTICLE #101 – INTRODUCTION

This Contract for lightning protection systems at Hall County Fire Stations #5, #9, and #16 (hereinafter “Services”) is made and as entered into as of _____TBD__________ (execution date) and _______TBD_________ (effective date) is by and between Hall County, Georgia, (hereinafter “County”) located at 2875 Browns Bridge Rd, Gainesville, Georgia 30504, and ____________________________________________ which is principally located at (hereinafter “Contractor”).

WHEREAS Contractor is an entity that is legally registered and qualified and holding any such licenses and certifications as may be required to render Services to do business in the State of Georgia. County and Contractor are known individually as a “Party” and collectively as the “Parties”; and, WHEREAS nothing contained in this Contract shall be construed to convert the Contractor or any of its employees or agents into a partner, employee, or agent of the County. Nor shall either Party to this Contract have any authority to bind the other in any respect; and, WHEREAS Contractor represents that it complies with the State of Georgia requirements for corporations and has signified a willingness to provide Services to the County and the County has relied on such representation; and, WHEREAS the Parties mutually desire to enter into this Contract to document the provision of Services by the Contractor to the County in exchange for payment as compensation; and, WHEREAS this contract will become legally binding upon signature and execution by both Parties; and, WHEREAS any documents, exhibits, attachments, plans, or references are all incorporated herein by reference.

NOW THEREFORE, and in consideration of the mutual promises, terms, conditions, covenants, and agreements made as expressed and contained herein, or attached, incorporated, and made a part hereof, and other good and valuable consideration expressed by a valid offer and acceptance, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereto agree as follows:

ARTICLE #102 – CONTRACT

A. Contractor agrees to provide the Services to the County as detailed in the Scope of Work.

Unapproved work outside the Scope of Work may not be compensated.

B. County agrees to pay as compensation any fees as listed on the Exhibit C – Cost Proposal

Worksheet, which shall be fixed and firm for the duration of the contract unless modified by mutual consent via Amendment or Renewal.

ARTICLE #103 – NOTICES

To the extent that either Party to this Contract is required to provide notice(s) to the other Party in compliance herewith, then the Party shall direct notice(s) to the following persons:

COUNTY PROJECT MANAGER COUNTY ISSUING OFFICER

Bradley Martin Andrew Youngblood Deputy Chief of Administration Issuing Officer Hall County Government Hall County Purchasing Division 3144 Gillsville Hwy 2875 Browns Bridge Rd Gainesville, GA 30507 Gainesville, GA 30504 bmartin@hallcounty.org andrew.youngblood@hallcounty.org Ph: (770) 531-6774 Ph: (770) 531-4940

CONTRACTOR’S CONTACT INFORMATION

Contact Name(s): __________________________________________________________

Email Address(es): _________________________________________________________

Phone Number(s): __________________________________________________________

Physical Address: __________________________________________________________

City/State/ZIP: _____________________________________________________________

REMIT TO ADDRESS (if different): ____________________________________________

ARTICLE #104 – NON-EXCLUSIVE RIGHTS

This Contract is not exclusive. The County reserves the right to select other Contractors to provide the Services similar to those described in this Contract during the term of the Contract should the need arise, or the Contractor fail to perform.

ARTICLE #105 – CONTRACT TERM

The Contract term will be for 120 days after the issuance of a Notice to Proceed.

ARTICLE #106 – CONTRACT AMENDMENTS AND MODIFICATION

This Contract may only be modified, amended, or changed in writing and fully executed by both Parties hereto. This Contract constitutes the sole and entire Contract and understanding between the Parties as to the subject matter hereof, and no verbal promises have been made by either Party in relation hereto.

ARTICLE #107 – REMEDIES AND CONTRACT PERFORMANCE

In the event that either Party to this Contract breaches this Contract, including failure to meet the timetables set forth herein, the non-breaching Party shall provide a written Notice to Cure to the breaching Party which describes the breach of this Contract. The breaching Party shall have thirty

(30) days from the date of receipt of the written Notice to cure the breach or to otherwise negotiate a resolution of the breach.

If the breach has not been cured and the Parties hereto have not resolved the issue described in the Notice to Cure by thirty (30) days after receipt of the letter, the Party authoring the letter shall be entitled to seek any and all remedies allowed by Georgia law, including damages, equitable relief, declaratory relief, specific performance, and/or relief as to any bonds issued hereon.

Additional provisions are:

A. Delay or Impossibility of Performance. Any failure or delay must be beyond the reasonable control of and without the fault or negligence of the Contractor. If the Services to be provided to the County are interrupted by a force majeure event, as defined below, the County will be entitled to an equitable adjustment to the fees and other payments due to the Contractor under this Contract. If delay results from a third-party’s negligent conduct or failure to perform, the Contractor shall not be excused from compliance with the terms and obligations of the Contract.

Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Contract for failure or delay in fulfilling or performing any obligation under this Contract when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including, but not limited to, fire, floods, embargoes, acts of war, civil unrest, insurrections, riots, strikes, lockouts or other labor disturbances, or acts of God; provided, however, that the Party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either Party shall provide the other Party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.

Definition: The term “force majeure” as defined in Black’s Law Dictionary is “an event or effect that can be neither anticipated nor controlled. It is a contractual provision allocating the risk of loss if performance becomes impossible or impracticable, especially as a result of an event that the Parties could not have anticipated or controlled.”

B. Obligations Beyond Contract Term. The Contract shall remain in full force and effect to the end of the specified term or until terminated or canceled pursuant to ARTICLE #108 –

TERMINATION PROVISIONS.

C. Transition Cooperation with the County and Cooperation with Other Contractors.

Contractor agrees that upon termination of this Contract for any reason, it shall provide sufficient efforts and reasonable cooperation and assistance to the County to ensure an orderly and efficient transition to the County or an alternative Contractor. Further, if the County has entered into or enters into contracts with other Contractors related to the Services, Contractor agrees to cooperate fully with other such Contractors. Contractor shall not engage in any act that will interfere with the performance of work by any other Contractor(s).

ARTICLE #108 – TERMINATION PROVISIONS

The County may terminate this Contract by providing sixty (60) days written notice to the Contractor at any time. Should the County terminate this Contract prior to the date of automatic termination, Contractor shall provide the County with all deliverables up to the date of termination thirty (30) days after the Notice to Terminate is issued. The County shall pay the Contractor for all work properly performed in compliance with the terms of this Contract up to the date of termination.

A. Termination for Convenience. Following sixty (60) days’ written notice, the County may terminate the Contract in whole or in part for any reason without the payment of any penalty or incurring any further obligation to the Contractor.

B. Termination for Cause. The occurrence of any of the following events shall constitute cause for the County to declare the Contractor in default of its obligations under the Contract:

1. The Contractor fails to deliver, or has delivered, nonconforming Services or fails to perform, to the County’s satisfaction, any material requirement of the Contract or is in violation of a material provision of the Contract including, but without limitation, the expressed warranties made by the Contractor.

2. The County determines that Contractor’s unsatisfactory performance substantially endangers completion or that default is likely to occur.

3. The Contractor fails to make substantial and timely progress toward performance of the Contract.

4. The Contractor becomes subject to any bankruptcy or insolvency proceeding under federal or state law to the extent allowed by applicable federal or state law including bankruptcy laws; the Contractor terminates or suspends its business; or the County reasonably believes that the Contractor has become insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law.

5. The Contractor has failed to comply with applicable federal, state, and local laws, rules, County ordinances, regulations, and orders when performing within the scope of the Contract.

6. The Contractor has engaged in conduct that has or may expose the County or the State to liability, as determined in the County’s sole discretion; or a material breach of the terms of the Contract by County upon County’s failure to cure such material breach after written notice thereof has been delivered in accordance with ARTICLE #108.C below constitutes cause for the Contractor to declare that the County is in default of its obligations under the Contract.

C. Notice of Default. If either Party causes any of the default events set out in ARTICLE #108

– TERMINATION PROVISIONS, then either Party shall issue a written Notice of Default to the Party that causes one (1) or more of the default events requesting that the breach or noncompliance be remedied within the period of time specified in the Notice of Default. If the breach or noncompliance is not remedied within the period of time specified in the written notice, the non-breaching Party may:

1. Immediately terminate the Contract for default without additional written notice; and/or,

2. In the event of a breach by the Contractor, the County may procure substitute Services from another source and charge the difference between the Contract and the substitute Contract to the defaulting Contractor; and/or,

3. Enforce the terms and conditions of the Contract and seek any legal or equitable remedies.

D. Termination Due to Non-Availability of Funds. This Contract will terminate immediately and absolutely if the County determines that adequate funds are de-appropriated such that the County cannot fulfill its obligations under the Contract, such determination being at the County's sole discretion and conclusive. County agrees to provide prompt written notice to Contractor in the event of any de-appropriation.

E. Termination due to Failure of Contractor to Act. The County may terminate the Contract for any of the following reasons effective immediately without advance notice:

1. If the Contractor must be certified or licensed as a condition precedent to providing the

Services, the revocation, suspension, or other loss of such license or certification may result in immediate termination of the Contract effective as of the date on which the license or certification is no longer in effect.

2. The County determines that the actions, or failure to act, of the Contractor, its agents, employees, have caused, or reasonably could cause, life, health, or safety to be jeopardized.

3. The Contractor furnished any statement, representation, or certification in connection with the Contract or the bidding process, which is materially false, deceptive, criminal, or maliciously incorrect.

F. Payment Limitation in Event of Termination. In the event of termination of the Contract for any reason by County, the County shall pay only those amounts, if any, due and owing to the Contractor for Services actually received and accepted by the County up to and including the date of termination of the Contract and for which the County is obligated to pay pursuant to the Contract.

G. Contractor’s Termination Duties. Upon receipt of a Notice of Termination, the Contractor shall:

1. Cease work under the Contract and take all necessary or appropriate steps to limit disbursements and minimize costs and furnish a report within thirty (30) days of the date of Notice of Termination describing the status of all work under the Contract including, without limitation, results accomplished, conclusions resulting therefrom, and any other matters the County may require.

2. Immediately cease use and return to the County any property or materials, whether tangible or intangible, provided by the County to the Contractor.

3. Comply with the County’s instructions for the timely transfer of any active files and work product produced by the Contractor under the Contract.

4. Cooperate in good faith with the County, its employees, agents, and Contractors during the transition period between the Notification of Termination and the substitution of any replacement Contractor.

5. Contractor is to immediately return any payments made by the County for goods and services that were not delivered by the Contractor.

ARTICLE #109 – NO DEFENSE OR INDEMNIFICATION BY COUNTY

The Parties agree that the County shall not be responsible for defending or indemnifying any Contractor from any claim brought by any third party against the Contractor.

ARTICLE #110 – ASSIGNMENT AND DELEGATION BY CONTRACTOR

The Contractor shall not assign or delegate this Contract, or any performance required by it, in whole or in part, without the prior expressed written consent of the County.

ARTICLE #111 – USE OF THIRD PARTIES

This Contract is for the benefit of the Parties hereto only and is not intended to benefit any third party or give rise to any duty or causes of action for any third party. All restrictions, obligations, and responsibilities of the Contractor under the Contract shall also apply to third parties, if allowed in writing by the County. Any Contract with a third-party must also preserve the rights of the County.

ARTICLE #112 – ENTIRE CONTRACT

This Contract, as executed and approved, shall constitute the entire agreement between the Parties and supersedes all other prior and contemporaneous statements, agreements, and understandings between the Parties. No written or oral statements, agreements, or understandings that are not set out, referenced, or specifically incorporated in this Contract shall in any way be binding or of effect between the Parties.

ARTICLE #113 – SEVERABILITY

If any paragraph, sub-paragraph, sentence, clause, phrase, or portion of this Contract is declared invalid or unconstitutional by any Court of competent jurisdiction or if the provisions of any part of this Contract as applied to any particular situation or set of circumstances shall be declared invalid or unconstitutional, such invalidity shall not be construed to affect the remaining portions of this Contract not so held to be invalid or the application of this Contract to other circumstances not so held to be invalid.

ARTICLE #114 – RECORDS

A. Public Records Request. The Georgia Open Records Act, as provided in O.C.G.A. § 50-18-

70 et seq, requires procurement records and all other records received by or prepared or maintained on behalf of the County shall be made open to public inspection unless otherwise provided by law.

B. Record Retention and Access. The Contractor shall maintain books, records, and documents in accordance with generally accepted accounting principles and procedures and which sufficiently and properly document and calculate all charges billed to the County throughout the term of the Contract for a period of at least five (5) years following the date of final payment or completion of any required audit, whichever is later. Records to be maintained include both financial records and service records.

ARTICLE #115 – CONTRACTOR’S TERMS AND CONDITIONS

The County shall not be bound by any terms and conditions included in any Contractor’s sales orders, literature, packaging, invoice, catalog, brochure, technical data sheet, on-line representation, warranties or service level agreements, or other document which attempts to impose any condition in variance with or in addition to the terms and conditions contained herein.

ARTICLE #116 – WAIVER

The failure of any Party hereto to seek a remedy for any alleged breach of this Contract shall not constitute a waiver of any claim, cause of action, or remedy allowed by Georgia law for breach thereof.

ARTICLE #117 – CONTRACTOR AND COUNTY RIGHTS AND OBLIGATIONS

A. The County has the right at any time to require the Contractor to put an immediate stop to any procedure, or the use of any equipment, chemical, material, personnel, etc. considered by the County to be hazardous or toxic to persons, buildings, or surfaces. The Contractor shall utilize acceptable substitutes approved by the County as quickly as possible. In the event of such replacement, Contractor shall (i) notify County of any resulting replacement, (ii) introduce an individual serving as a replacement to County, (iii) provide County with a résumé and any other information regarding an individual that may be reasonably requested by County, and/or

(iv) provide County with safety data sheets, technical data sheets, and other relevant and pertinent documentation for replacement materials, equipment, or services that may be reasonably requested by County.

B. The County has the right to require the Contractor to reassign or remove any employee from the premises temporarily or permanently when, in the County’s sole opinion, the employee is not suitable. The County’s decision shall be final, and Contractor will remove the employee immediately and replace him/her with a person of at least equivalent training, experience, and requisite qualifications as quickly as possible, subject to the County’s approval.

C. Contractor agrees to obtain prior written approval from the County for the use of subcontractors to provide the Services described in Scope of Work prior to subcontractors’ performance of work. Such non-disclosure of subcontractors may result in non-payment for Services.

ARTICLE #118 – INSURANCE REQUIREMENTS

The Contractor must procure and maintain insurance policies at the Contractor's own expense and must furnish the County with a certificate of insurance (COI) providing evidence of proof of coverage at least in the amounts indicated in this subsection. The COI must list “Hall County, Georgia” as the certificate holder and as an additional insured under the commercial general, automobile, and umbrella liability policies as follows: “County of Hall, its Board of Commissioners, officers, employees, servants, and agents, 2875 Browns Bridge Rd, Gainesville, GA, 30504”. The policy must protect the Contractor and the County (as an additional insured) from any claims for bodily injury, property damage, or personal injury covered by the indemnification obligations set forth herein throughout the duration of the Contract. The Contractor must maintain the following insurance coverage during the term of the Contract, in at least the minimum amounts set forth below, to cover all loss and liability for damages or destruction of property caused by or arising from any and all services carried on and any and all work performed by the Contractor pursuant to this Contract:

Workers’ Compensation Insurance:

• $500,000 Bodily Injury by Accident – Each Accident

• $500,000 Bodily Injury by Disease – Each Disease

• $500,000 Bodily Injury by Disease – Each Employee

Additional Provisions:

Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against Hall County Board of Commissioners (BOC), its elected or appointed officers, officials, agents, authorized volunteers, and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for Hall County BOC. This provision applies regardless of whether or not Hall County BOC has received a waiver of subrogation from the insurer.

General Liability Insurance:

• $2,000,000 General Aggregate

• $2,000,000 Products & Completed Operations Aggregate

• $1,000,000 Each Occurrence

• $1,000,000 Personal & Advertising Injury

• $500,000 Damages to Premises/Fire/Legal

• $5,000 Medical Payments

Commercial Auto Liability Insurance:

• $1,000,000 Combined Single Limit Or $500,000 per Person/$1,000,000 per Occurrence

• $100,000 Property Damage

• $1,000 for Medical Payments (no fault coverage)

• Uninsured motorists’ coverage should be equal to the per occurrence limit except for contracts with other governmental entities.

• Coverage shall be included for any owned, leased, hired, or non-owned autos.

• For any contracts involving the transportation of hazardous materials, limited pollution endorsement ISO form CA9948 or its equivalent shall be on the policy.

Umbrella Liability Insurance:

$1,000,000 per Occurrence

• Underlying coverage shall be General Liability, Automobile Liability, and Employers

Liability (Workers Compensation).

• Minimum limit of $5,000,000 per occurrence for all contracts over $1,000,000 or involving any special risks or high hazard activities.

• Minimum limit of $5,000,000 for automobile coverage for any transportation contracts involving seniors, special education, transit services, students, or youths.

• Concurrent policy dates with primary liability policies except for workers compensation.

Professional Liability Insurance (Errors & Omissions):

• $1,000,000 Each Claim/Wrongful Act

• $2,000,000 General Aggregate

• If written on a claim’s made policy, the policy must be maintained for at least two (2) years after the completion of the work and/or contract.

ARTICLE #119 – NO WAIVER

A. Authority to Enter into Contract. The Contractor represents and warrants that it has full authority to enter and perform its obligations under the Contract and that the Contract constitutes a legal, valid, and binding obligation upon the Contractor in accordance with its terms. The representatives of the Parties hereto also represent and warrant that they are authorized to sign this Contract on behalf of each party hereto.

B. Solicitation. The Contractor warrants that no person or selling agency (except bona fide employees or selling agents maintained for the purpose of securing business) has been employed or retained to solicit and secure the Contract upon an agreement or understanding for commission, percentage, brokerage, or contingency.

C. Vehicles and Equipment. Except for any specified County-owned equipment and vehicles listed herein, Contractor warrants that no Contractor employees, subcontractors, or others will operate County-owned vehicles or equipment in the performance of this Contract without express written consent from the County. Contractor shall be responsible for providing all transportation and equipment necessary to deliver the Services under the Contract.

ARTICLE #120 – INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

The Contractor agrees it will not use the name or any intellectual property, including but not limited to, County trademarks or logos in any manner, including commercial advertising or as a business reference, without the expressed prior written consent of the County.

ARTICLE #121 – COMPENSATION

A. The County will pay the Contractor for the Services provided pursuant to this Contract and in accordance with the prices quoted and conditions set forth in the Contractor’s response on Exhibit C – Cost Proposal Worksheet, which is attached hereto and incorporated into this Contract as if fully set forth herein. Payments will be made monthly in arrears to the Contractor after acceptance of the Contractor’s delivered Services by the County, and after receiving receipt of undisputed invoice to the County.

B. Prices quoted shall be firm and fixed throughout the term of this Contract, unless otherwise amended or modified by mutual written agreement.

C. Cost may be prorated for Services added or removed under this Contract to align cost with the remaining term of Contract.

D. It is understood that this proposal is made without collusion or fraud. Contractor understands and acknowledges that collusive bidding is a violation of state and federal law and may result in the cancellation of the Contract.

ARTICLE #122 – COUNTY PAYMENT TO CONTRACTOR

A. Upon Contract Execution, the County will issue a Notice to Proceed (NTP) and a Purchase

Order (PO) to the Contractor. The terms of this Contract shall be incorporated by reference into any PO issued prior to the expiration or termination of this Contract. The County will issue the NTP and PO by electronic mail (e-mail) to the Contractor’s representative in ARTICLE

#103 – NOTICES.

The Contractor shall not deliver any Services, equipment, devices, or components thereof until authorized in writing by the County. Any work including, but not limited to, travel, preliminary meetings, planning, etc. performed outside of the terms and conditions of and before the issuance of an NTP will not be considered for payment. Contractors are not to begin work or ship any product on any verbal communication from the County. The County will not be liable for payment for any work or product with the issuance of verbal communication.

The Scope of Work shall remain in effect from the NTP date to substantial completion of the project or the termination of this Contract, whichever occurs first. The Parties agree that the County will not pay or otherwise compensate the Contractor for any services, labor, materials, equipment, devices, or components thereof outside of the Scope of Work and/or beyond the term of this Contract, unless specifically authorized in writing as evidenced by an amendment pursuant to ARTICLE #106 – CONTRACT AMENDMENTS AND MODIFICATION, a time extension letter, or as otherwise authorized by the County.

B. Invoice/Payment

1. Contractor shall invoice the County via email each month sent solely to accountspayable@hallcounty.org and only after the County inspects and accepts the Services provided. Receipt of the Services and/or materials does not constitute acceptance. Invoice amounts shall not exceed the Contractor’s pricing set forth in Exhibit C – Cost Proposal Worksheet.

2. Each properly prepared invoice must be sent in accordance with the instructions listed on the PO. Each invoice shall include the Contractor’s current “Remit to” address, a description of the Services provided, the invoice amount, the Contract number, and the associated PO number issued.

3. Standard payment terms are net 30 days (N30) in arrears from the date the invoice is accepted. The County does not pay for services not yet received but only in arrears except by written acceptance of pre-payment or deposit.

4. The Contractor shall be solely responsible for paying all costs, expenses, and charges it incurs in connection with its performance under the Contract, including sales and use taxes.

5. Contractor must submit Applications for Payment (Pay Apps) in accordance with the conditions of the Contract.

6. If monthly progress payments are agreed upon, then County will make such payments upon inspection of services completed by the County’s Project Manager. Additionally, the County may employ Engineers of Record.

C. Unsatisfactory Performance/Delay of Payment

1. If the County determines that the quality of the Services provided are deficient, unacceptable, or unsatisfactory the County’s Project Manager identified in ARTICLE #103

– NOTICES shall issue a written Notice to Cure to Contractor. Contractor agrees that upon receipt of the written Notice to Cure it shall make every effort to correct the deficiency or deficiencies within the timeframe prescribed therein. If the Contractor fails to timely correct the deficiency or deficiencies, the County reserves the right to delay or deny payment pursuant to this ARTICLE or terminate the Contract pursuant to ARTICLE #108 –

TERMINATION PROVISIONS.

2. Delay of Payment Due to Contractor’s Failure. If the County determines that the Contractor has failed to perform or deliver any good or services as required by the Contract, the Contractor shall not be entitled to any compensation under the Contract until such goods or services are delivered and accepted. In this event, the County may withhold that portion of the Contractor’s compensation, which represents payment for goods or services that were not delivered. To the extent that the Contractor’s failure to perform or deliver in a timely manner causes the County to incur costs, the County may deduct the amount of such incurred costs as liquidated damages from any amounts payable to Contractor. The County’s authority to deduct such incurred costs shall not in any way affect the County’s authority to terminate the Contract.

D. Set Off Against Sums Owed by the Contractor. If the Contractor owes the County any sum under the terms of this Contract, pursuant to any judgment or pursuant to any law, the County may set off the sum owed by the Contractor against any sum owed to the Contractor, in the County’s sole discretion.

E. Final Payment. The Contractor shall issue an invoice for final payment to the County no later than thirty (30) days following the expiration or termination date of the Contract.

F. The Contractor must not factor or assign payments to another entity or a financial institution.

The County will only pay the Party with whom it is contracted. The County will not pay a third party under any circumstances.

ARTICLE #123 – PERFORMANCE AND PAYMENT BONDS

Reserved.

ARTICLE #124 – RETAINAGE

Reserved.

ARTICLE #125 – VENUE AND GOVERNING LAW

The Parties agree that this Contract shall be interpreted, construed, and enforced in accordance with the laws of the State of Georgia.