IFB 041_45 Wallpaper Courthouse 4th Floor bid.pdf

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

Andy Penick

INVITATION FOR BID

IFB #041-45

For the provision of:

Wallpaper Hall County Courthouse 4th Floor

Hall County, Georgia (herein “County”), is seeking qualified contractors to remove existing and install new wallpaper on the 4th floor of the Hall County Courthouse (herein “Services”). The County seeks to award one (1) contractor to perform the Services.

Schedule of Events:

Date IFB Issued: Monday, February 3, 2025 Mandatory Pre-Bid Site Visit: Tuesday, February 11, 2025, at 9:00am at Hall County Courthouse, 225 Spring St NE, Gainesville, GA 30501. Bidders must attend this pre-bid meeting to be eligible to bid on the project.

Bidders’ Questions Due: Friday, February 14, 2025.

Answers to Questions Due: Tuesday, February 18, 2025 Bid Due Date: Thursday, February 20, 2025

Mandatory Pre-Bid, On-Site Visit Address: The pre-bid meeting with start promptly at 9:00am on Tuesday, February 11, 2025, at the Hall County Courthouse located at 225 Green St SE, Gainesville, GA 30501. The entrance to the public parking garage is located on Green St SE. Bidders are to assemble on the 4th floor of the Courthouse. Bidders must attend this pre-bid meeting to be eligible to bid on the project.

Bidding Process: Hall County is now accepting sealed bids for the provision of 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, February 20, 2025.

Bidders must submit two (2) copies of their bid along with all completed mandatory documents, signed affidavits in hard copy, and also load all bid documents onto one (1) USB flash Drive and include in the bid packet.

Public Reading: Bid openings are open to the public and Bidders.

Bidders are not required to attend bid openings but may do so. The Issuing Officer named herein will open and publicly read all Bidders’ company names and cost proposals on the date, time, and at the address above.

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 download bid submittal documents via the County’s website at https://www.hallcounty.org/Bids.aspx then scroll down and choose Wallpaper Hall County Courthouse 4th Floor. All bid documents are available for download at the bottom of the webpage.

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

The County will retain and withhold funds from compensation in compliance with Georgia law.

The County may hold up to five percent (5%) retainage throughout the entire project and will release said retainage at the point of completion and final acceptance by the County.

Liquidated damages are assessed for each calendar day that exceeds June 30, 2025.

Bid Retention: Bidders may not withdraw their bid after the bid opening. Bids must be valid for ninety (90) calendar days. 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. All forms and documents entitled “Mandatory” must be completed and returned with the bid. Please sign Exhibit B – Contract for Services.

Award Process: The County reserves the option 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 will award the contract to one (1) company to perform all work to the lowest cost, responsible and responsive bidder. Lead times and length of time to complete the services may also be a factor in award. The Bidder expressly understands that the County may reject bids for any reason.

Non-Collusion Clause: Bidders must have no contact of any nature with any other bidders, County staff members, 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.

1.0 SCOPE OF WORK

This is a turnkey project. The awarded contractor shall provide all equipment, labor, materials, permits, and supervision necessary to satisfactorily complete the project.

• Remove and dispose of existing wallpaper and cove base in the main corridor of the 4th floor, approximately 10,000 square feet.

o Hall County shall furnish and install new cove base.

• Prepare all walls to receive new wall covering in a craftsman-like manner, as necessary.

o Preparation shall include skim coating, primer, sanding, joint compound, etc.

• Install new wallpaper.

o New wallpaper shall be provided by Hall County.

o Hall County will not provide wallpaper adhesive or other bonding agents.

• Remove existing signage and install temporary signage for use during the project.

• Reinstall existing signage upon project completion.

All work is to be performed during regular business hours while the Courthouse remains open and operational. Contractor shall utilize safety barriers around the work area to ensure safety of courthouse patrons.

The Hall County Courthouse is a secure facility. All workers will be subject to enhanced security measures, including inspection of tools and materials by a K-9 Unit. A Sheriff’s Deputy must be present in the Courthouse building for work to be performed. Under no circumstances is any work to be performed without a Sheriff’s Deputy present in the Courthouse building.

2.0 SUBMISSION OF BIDS

2.1 Complete and include all the mandatory exhibit documents shown below in 2.3. Failure to include any of the mandatory documents listed may result in disqualification. All responses must be in writing.

2.2 Bidders must submit their response in a sealed envelope clearly marked with “IFB #041-

45 Wallpaper Hall County Courthouse 4th Floor” on the outside. The submittal must be signed. Faxed or emailed bids will not be accepted.

2.3 Follow these instructions carefully. Complete and return the following mandatory documents in your bid envelope.

Exhibit A – Mandatory Bid Response Sheet Exhibit B – Mandatory Contract for Services Exhibit C – Mandatory Cost Proposal Worksheet Exhibit D – Mandatory W-9 Form Exhibit E – Mandatory E-Verify Affidavit Exhibit F – Mandatory Ethics Affidavit Exhibit G – Mandatory Questions Copy of Business License Certificate of Insurance

2.4 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.

2.5 All bids must be sealed.

2.6 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.

2.7 Bids openings are open to the public. Bidders may attend, but they are not required to do so.

2.8 All bids, supporting materials, and correspondence relating to this IFB become property of the County.

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

2.10 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.

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

NOTICE: Bidders are responsible for delivering their bids to the Purchasing Division on the 4th floor of the Hall County Government Center before 2:00pm on the due date provided. All bids must be time stamped by the receptionist on the 4th floor.

EXHIBIT A – MANDATORY BID RESPONSE FORM

Bidders must complete and return this form with their bid.

By submitting a proposal, the respondent certifies that they have fully read and understand 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 ninety (90) days from date of signature.

Bid No: _IFB #041-45_

Bid Name: _Wallpaper Hall County Courthouse 4th Floor_

Date of Bid Submittal: _____________________

Affirmation: Bidder affirms the following by affixing a wet signature in blue ink 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 Name: ___________________________________________

Bidder Signature: ___________________________________________

Print Name: _______________________________________________

Title: _____________________________________________________

Phone Number: ____________________________________________

Email Address: _____________________________________________

Physical Address 1: _________________________________________

Physical Address 2: _________________________________________

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 the reason(s) listed below and explain.

______ Bidder does not offer this product/service

______ Unable to meet specifications

______ Unable to meet scheduled timeline

EXHIBIT B – CONTRACT FOR SERVICES

STATE OF GEORGIA CONTRACT #041-45

COUNTY OF HALL

For the provision of

Wallpaper Hall County Courthouse 4th Floor

ARTICLE #101 – INTRODUCTION

This Contract for removing and installing wallpaper on the 4th floor of Hall County Courthouse (hereinafter “Services”) as entered into as of ________________________ (execution date) and ________________________ (effective date) is by and between Hall County, Georgia Board of Commissioners, (hereinafter “County”, “Owner”) principally located at 2875 Browns Bridge Rd, Gainesville, Georgia 30504, and _________________________________________, 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”.

WHEREAS Nothing contained in this Contract shall be construed to convert the Contractor or any of its employees, agents, subcontractors, or sub-subcontractors 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.

WHEREAS the 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 by both Parties; and, WHEREAS any attached documents, plans, exhibits, attachments, or references are all incorporated herein by reference, and

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.

B. County hereby agrees as good and valuable compensation as provided in the attached quote, as incorporated herein by reference, (including Performance & Payment Bonds and all permits if required) shown below:

EXHIBIT C – Cost Proposal

C. Price Escalation Clause. Contractor’s price(s) shall be fixed and unchanged for the duration of the project until completion and acceptance by the County.

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

Tim Townsend Andrew Youngblood Facilities Management Project Manager Purchasing Supervisor Hall County Central Services Division Hall County Purchasing Division 1694 Barber Rd 2875 Browns Bridge Rd Gainesville, GA 30507 Gainesville, GA 30504 ttownsend@hallcounty.org andrew.youngblood@hallcounty.org Ph: 770-531-1144 Ph: (770) 531-4940 Cell: 678-725-6822

CONTRACTOR’S CONTACT INFORMATION

Name: ___________________________________________________________________

Title: _____________________________________________________________________

Company Name: ___________________________________________________________

Physical Address: __________________________________________________________

City, State, ZIP: ____________________________________________________________

Email: ____________________________________________________________________

Phone: ___________________________________________________________________

REMIT TO ADDRESS (if different): ____________________________________________

ARTICLE #104 – NON-EXCLUSIVE RIGHTS

The 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

From Notice to Proceed until substantial and final completion of Services and after all subcontractor(s) and material suppliers’ liens are satisfied, not later than June 30, 2025.

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 subcontractor’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 thirty (30) 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 thirty (30) 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, or subcontractors 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.

4. Failure of the Contractor to obtain, provide, maintain, and deliver the performance and payment bonds when required under this Contract, or failure to comply with any requirement pertaining to the appropriate amounts thereof as set forth in ARTICLE #123

– PERFORMANCE AND PAYMENT BONDS.

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 personal 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.

H. Liquidated Damages. In the event that the Contractor unreasonably delays completion of the project as per the term in ARTICLE #105 – CONTRACT TERM or abandons the project before completion, the Contractor shall pay the County liquidated damages in the amount of two hundred forty-five dollars and no/100 ($245.00) per calendar day until project completion.

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 (SUBCONTRACTORS)

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 such as subcontractors, if allowed in writing by the County. Any Contract with a subcontractor 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 – ADDITIONAL TERMS

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 agreement, 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 will 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 the replacement to County, and/or (iii) provide County with a résumé and any other information regarding an individual that may be reasonably requested by County.

B. The County has the right to require the Contractor to reassign or remove any employee or subcontractor’s 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 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 subcontractor’s performance of work.

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: Required for all contracts.

• $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: Required for all contracts.

• $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: Required for all contracts, except for goods and/or services that are remote in nature and/or are delivered by a professional delivery service.

• $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)

Additional Provisions:

• Uninsured motorist’s 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: Required for all contracts.

$1,000,000 per Occurrence

Additional Provisions: Required for all contracts.

• 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.

ARTICLE #122 – COUNTY PAYMENT TO CONTRACTOR

A. 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.

A PO is considered “issued” when the e-mail containing the PO is sent by the County to the Contractor.

The Contractor shall not deliver any Services, equipment, devices, or components thereof until authorized in writing by the County through issuance of a PO, which shall provide a commencement date. 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 a PO 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 a verbal communication.

The Scope of Work shall remain in effect from the NTP date to completion of the project. The Parties agree that the County will not pay or otherwise compensate the Contractor for any Services, 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. Applications For Payment

Contractor shall submit Applications for Payment in accordance with the conditions of the Contract. For construction projects where a third-party Engineer of Record, General Contractor for Hire, or other Owner’s Representative, Applications for Payment may additionally be reviewed and approved.

2. Progress and Final Payments

a. The County will make progress payments on account of the contract price on the basis of Contractor's Applications for Payment as recommended by Hall County or Engineer of Record, monthly during construction as provided below. All progress payments will be on the basis of the progress of the work measured by the schedule of values provided for in the conditions of the Contract.

b. Prior to Substantial Completion, progress payments will be in an amount equal to 95 percent of the value of the work completed and 95 percent of the value of materials and equipment not incorporated in the work but delivered and suitably stored, less, in each case, the aggregate of payments previously made.

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

a. 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. Standard payment terms are net 30 days (N30) in arrears from the date the invoice is accepted, following delivery of the Services. The County does not pay for services not yet received but only in arrears.

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

4. Unsatisfactory Performance/Delay of Payment

a. 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.

b. Delay of Payment Due to Contractor’s Failure. If the County determines that the Contractor has failed to perform or deliver any Services as required by the Contract, the Contractor shall not be entitled to any compensation under the Contract until such Services are delivered and accepted. In this event, the County may withhold that portion of the Contractor’s compensation, which represents payment for 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.

5. 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.

6. Final Payment. 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.

7. 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 under any circumstances pay a third party.

ARTICLE #123 – PERFORMANCE AND PAYMENT BONDS

Reserved.

ARTICLE #124 – RETAINAGE

The County will retain and withhold funds from compensation in compliance with Georgia law.

The County may hold up to five percent (5%) retainage throughout the entire project and will release said retainage at the point of completion and final acceptance by the County.

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. Should either party bring a legal suit to enforce the terms of this Contract, including suit in equity, the Parties agree and consent to file any such suit in the Superior Court of Hall County, Georgia.

ARTICLE #126 – NOTICE OF INTENT TO LITIGATE

Contractor hereby agrees not to file any civil action of disputes or claims relating to the Contract except after first giving thirty (30) days written notice to the County of the claim and the intent to initiate a civil action.

ARTICLE #127 – GEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT (E-Verify) A. By signing this Contract, the Contractor certifies that prior to and throughout the performance of all applicable work under this Contract it will remain in full compliance with all federal and state immigration laws including, but not limited to, 8 U.S.C. § 1324a and the Georgia Security and Immigration Compliance Act (O.C.G.A. §13-10-90 et seq.), as amended by the Illegal Immigration Reform and Enforcement Act of 2011 regarding the verification of employment eligibility of employees under the Immigration Reform and Control Act of 1986. Contractor will ensure that only persons who are citizens or nationals of the United States or non-citizens authorized under federal immigration laws are employed to perform services under this Contract or any subcontract or sub-subcontract hereunder.

B. Contractor further certifies its compliance with the aforementioned federal and state immigration laws set forth by signing a sworn affidavit, the Georgia Security and Immigration Compliance Act Affidavit (herein known as Exhibit E – E-Verify Affidavit), notarized by an Official Notary Public and incorporated herein by reference, and obtaining the same affidavit(s) from any subcontractor providing services pursuant to this Contract.

ARTICLE #128 – ORDER OF PRECEDENCE

In the event of any inconsistency, ambiguity, or conflict among the specific provisions of the Contract and the Contractor’s response, the order of precedence shall be as follows:

1. Any amendments to the Contract, including all exhibits thereto.

2. The Contract itself, including all exhibits thereto.

3. Attachments appended to the Contract.

4. All other Contract attachments appended to the Contract.

ARTICLE #129 – CONTRACT EXHIBITS AND ATTACHMENTS

The Parties mutually acknowledge that all exhibits and attachments listed below made a part of this Contract, as though expressly written in the solicitation documents and the Bidder’s response, are herein incorporated into this Contract by reference.

Exhibit A – Mandatory Bid Response Form Exhibit C – Mandatory Cost Proposal Worksheet Exhibit D – W-9 Form Exhibit E – Mandatory E-Verify Affidavit Exhibit F – Mandatory Ethics Affidavit Exhibit G – Scored Questions

ARTICLE #130 – SALES TAX EXEMPTION STATUS

The County is exempt from State of Georgia and Local Sales and Use Tax. The Bidder understands and acknowledges that they are responsible for any sales and use tax they may incur for materials. The Bidder must not charge 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.

ARTICLE #131 – HOLD HARMLESS AGREEMENT

The successful bidder hereby agrees to indemnify, hold free and harmless Hall County Government, County Commissioners, its agents, servants, employees, officers, directors, elected officials, or any other person(s) against any loss or expense. This includes attorney fees because of any liability imposed by law upon the County, except in cases of the County’s sole negligence, sustained by any person(s) on account of bodily injury or property damage arising out of or in the consequence of this Contract.

ARTICLE #132 – NOT A JOINT VENTURE

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

ARTICLE #133 – CONTRACT TERMS AND CONDITIONS

1. All purchases must comply with the Official Code of Hall County Sections 3.10.010 – 3.10.190.

2. If any conflict or ambiguity arises between the terms and conditions herein and the Official

Code of Hall County, the latter will govern.

3. The terms and conditions set forth herein shall supersede and govern over all Supplier’s terms and conditions or service level agreements.

4. The County retains the right to “red line” sections of the Supplier’s terms and conditions if such are in conflict with the best interest of the County.

5. Acceptance of a Purchase Order (“PO”) and delivery of goods or services serves as the

Supplier’s full and complete acceptance of the County’s terms and conditions.

6. The terms “supplier”, “vendor”, “bidder”, “offeror”, “contractor”, “consultant”, “designer”, “distributor”, “dealer” or “manufacturer” or otherwise purveyor or source of supply or performance of service shall mean one and the same, herein denoted as “supplier” for goods and “contractor” for services.

7. The terms “goods”, “materials”, “commodities”, “components”, “drawings”, “drafts”, “renderings”, “plans” (physical or digital), software, SaaS, capital asset equipment, vehicles, heavy earth-moving or other equipment (purchased or leased), or other such deliverables are herein denoted as “goods” and shall mean one and the same.

8. “Services” shall mean all services, either financial, advisory, consultative, labor, staff augmentation, construction, rehabilitation, restoration, repair, support or maintenance, communication, telephony, internet, TV or streaming, pest control, grounds maintenance, custodial and janitorial, street or paved surfaces cleaning, drain cleaning, or otherwise where services are offered for consideration.

9. The Supplier shall transfer and deliver all goods or services described on the respective PO for the consideration set forth herein.

10. The Supplier shall only deliver goods and services as described on the respective PO and within the Scope of Work and the Supplier’s bid response.

11. The County holds no obligation to pay for goods delivered or services rendered unless specified on a written PO or a Change Order of such.

12. The Supplier shall not construe any verbal consent to purchase goods or services as valid.

13. The County does not accept substitutions of services or goods that do not comply with the

Scope of Work or specifications set forth in a PO, Contract, or Agreement unless mutually agreed in writing by both Parties.

14. The County does not accept automatic contract renewals except for monthly subscription services.

15. The County does not pay deposits towards goods ordered. Exceptions exist for custom made items such as window treatments, floor coverings, pre-mixed paints and stains, fabrication, decoration, or otherwise custom designed products specifically for the County.

16. The County will accept backorders only if goods are out of stock and with prior written notice.

Suppliers shall ship all quantities that they have in stock and hold orders for backorders.

17. The County participates in cooperative purchasing agreements, State of Georgia Statewide Contracts, and other state, local, intergovernmental agreements, memorandums of understanding, and other such agreements.

18. In all cases, the jurisdiction shall be the State of Georgia, County of Hall, for arbitration or other legalities.

19. Deliveries shall be made to the ship-to address(es) listed on the PO and within the time specified. The Supplier must note if multiple ship-to addresses are used and deliver goods to the appropriate ship-to address.

20. Risk of loss of goods shall pass to the County upon inspection and acceptance only.

21. Title to the goods shall remain with the Supplier until acceptance by the County. Receipt of goods or services does not constitute acceptance.

22. Receipt of goods or services does not constitute acceptance.

23. Title to the goods shall remain with the Supplier until acceptance by the County.

24. The Supplier warrants that goods are merchantable, and the Supplier has a legal right to deliver the goods and services and as described herein.

25. The County shall have the right to inspect all goods or services at the time and place of delivery.

26. No right or interest in the contract shall be assigned by the Supplier without written permission of the County, and no delegation of any obligation owed or of the performance of any obligation by the Supplier shall be made without the written permission of the County. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.

27. The County is exempt from Federal Excise Tax and Georgia Sales and Use Tax.

28. This issuance of a PO shall not violate the Code of Ethics and Conflicts of Interest for Public

Officers and Employees for Government Service set forth in the 2020 Section 45-1020 et seq.

of the Official Code of Georgia Annotated and the Official Code of Hall County Section

3.10.070 governing Ethics.

29. All goods and services supplied pursuant to a PO shall, unless otherwise noted, conform exactly to all the descriptions, specifications, and attachments contained in the bid solicitation, request for proposals, invitation for bid, or other advertisements, upon which a PO is based, and the terms, conditions, and specifications of the bid solicitation are incorporated herein by reference and made a part hereof.

30. Any and all media production, recordings, videos, photo negatives, positives, artwork, plates, engravings, and other printed or digital media materials paid for in full and owned by the County are considered County property and shall be delivered to the County upon request.

31. Invoices should be submitted to the County as described on a PO, and each PO number and/or contract number must be shown on each invoice submitted.

32. In the event that a PO is issued with an attached Contract or Agreement, the terms and conditions of the latter…