IFB 042_44 Repaving Gould Lane Compactor Site.pdf

Hall County Government

FINANCIAL SERVICES

POST OFFICE DRAWER 1435

GAINESVILLE, GA 30503

t: 770.535.8270 | f: 770.531.6711

DIRECTOR

Wesley Geddings

INVITATION FOR BID

IFB #042-44

For the provision of:

Repaving Gould Lane Compactor Site

Hall County, Georgia, Board of Commissioners is seeking qualified contractors to provide labor and new materials to mill, repave, and stripe the Gould Lane Compactor Site (herein “Services”). The County seeks to award one (1) contractor to perform all the services.

The County will make any extension of the bidding period by a formal written addendum and publicly post on the County.

Schedule of Events:

Date IFB Issued: Wednesday, March 27, 2024 Mandatory Pre-Bid Site Visit: Tuesday, April 9, 2024, at 9:00am Bid Due Date: Thursday, April 18, 2024, at 2:00pm

Mandatory Pre-Bid, On-Site Visit Address: The pre-bid, on-site meeting will start promptly at 9:00am located at the Gould Lane Compactor Site, 1277 Hillside Gardens, Lane, Gainesville, GA 30504. Bidders are required to attend for their bids to be eligible for consideration.

Bidding Process: Hall County (herein “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, April 18, 2024.

Bidders must submit one (1) copy of their bid along with all completed mandatory documents, signed affidavits in hardcopy, and also include on one

(1) USB Flash Drive with all documents.

Proposal Documents: Bidders may download bid submittal documents via the County’s Website at https://www.hallcounty.org/Bids.aspx then choose Repaving Gould Lane Compactor Site.

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. A Bid bond is not required, but a Letter of Bondability is required.

Bid Retention: Bidders may not withdraw their bid after the bid opening. Bids must be valid for one hundred and twenty (120) 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 are mandatory and 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.

1.0 SCOPE OF WORK

This is a turnkey project. Contractor shall remove and dispose of current driving surface pavement and furnish and install new driving surface with pavement markings to facilitate traffic flow into, through, and out of the compactor site.

• Mill existing paved surface and disposing of millings.

o The milled out area shall be 4” across.

• Furnish and install new paved driving surface.

o Contractor shall install 2” of binder (19mm) asphalt along with 2” of 12.5mm asphalt and replace the striping as well.

• Furnish and install pavement markings onto new driving surface in accordance with established GDOT traffic regulations.

• Contractor shall furnish traffic control devices (cones, barricades, signs, etc.) and flaggers, as necessary, in accordance with established GDOT traffic regulations.

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 these documents may result in bid disqualification. All responses must be in writing.

2.2 Bidders must submit their response in a sealed envelope clearly marked with “IFB #042-44” 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 included in your bid envelope.

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

2.4 Bidders are responsible to review and comply with any addenda regarding this IFB posted on the County’s website. Bidders must sign and return all addenda with the bid package response.

2.5 All bids must be sealed.

2.6 Any exceptions to specifications must be in writing and enclosed in the bid response.

2.7 Bid openings are open to the public and 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 Hall County when received.

2.9 Bidder bears all responsibility for expenses incurred in responding to this IFB and such to be borne exclusively by the proposer.

2.10 Bidders may submit bids to the following address by the deadline date and time. Bidders may deliver bids in person or by FedEx/UPS/USPS/Courier to:

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 above. All Bids must be time stamped by the receptionist on the 4th floor.

If you desire to submit a “NO BID”, response then please indicate by checking here:

_____ No Bid.

Please list reason for no bid:

EXHIBIT A - CONTRACT FOR SERVICES

STATE OF GEORGIA CONTRACT # 042-44

COUNTY OF HALL

For the provision of

Repaving Gould Lane Compactor Site

ARTICLE #101 - INTRODUCTION

This Contract for providing labor and new materials to mill, repave, and stripe the Gould Lane Compactor Site (hereinafter “Services” or “Project”) is made and as entered into as of _________________ (Execution Date) effective ________________ (Effective Date) is by and between Hall County, Georgia, Board of Commissioners, (hereinafter referred to as “County”) located at 2875 Browns Bridge Rd, Gainesville, Georgia 30504, and ______________________________________________, located at ______________________________________________ (Hereinafter “Contractor”). 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”.

Nothing contained in this Contract shall be construed to convert the Contractor or any of its employees, agents, or 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 or other good and valuable consideration, and

Whereas, this contract will become legally binding and executed upon signature by both parties, and

Whereas, any attached documents, plans, exhibits, attachments, 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 and 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. The Contractor agrees to provide the Services to the County as detailed as the Scope of

Work.

B. The Contractor shall provide supervision, labor, equipment, and materials necessary to perform Services.

C. All traffic control shall be in accordance with Manual on Uniform Traffic Control Devices

(MUTCD), current edition, and GDOT standards.

D. All standard highway signs shall be fabricated and erected in accordance with details shown in the plans, the MUTCD, current edition, and the Georgia Specifications, Supplement Specifications, and/or provisions.

E. All work shall be performed in a such manner as to permit traffic to operate with the least amount of inconvenience possible. All traffic control devices, signs, striping, and flaggers shall be furnished by the Contractor. At least one lane of traffic will remain open at all times.

Payment will be included in the lump sum price bid for traffic control.

F. All construction shall comply with the Georgia State Soil and Water Conservation Committee's "Manual for Erosion and Sedimentation Control in Georgia".

G. All sediment control features shall be maintained on a regular basis and shall be removed by the Contractor upon acceptance of the project by the owner. The Contractor shall adhere to the Call Before You Dig Law by calling the underground protection center before beginning construction. The Contractor shall be responsible for all underground utilities and shall coordinate work with utility companies.

H. Contractor shall be responsible for all work performed in support of this contract including subcontractor oversight. Subcontractors shall not perform work unless pre-approved in writing by the County.

I. Contractors must disclose any intended subcontractors within the bid at the time of bid submission and must disclose the percentage of the work to be completed by each subcontractor. The contractor shall not award more than twenty-five percent (25%) of the work to subcontractors on any project, without prior approval of County. If Bidder intends to use a subcontractor(s) to fulfill one (1) entire segment of this contract, then Bidder should submit to the County professional references for the subcontractor on jobs similar in size and scope. Once County has awarded the contract, the contractor cannot change subcontractors without seeking written pre-approval from County. County reserves the right to check all references and conduct background checks on any changes to subcontractors or workers performing work under this contract. Contractor shall be wholly responsible for the quality of their subcontractor’s work.

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

Bobby Purdum Andrew Youngblood Assistant Solid Waste Superintendent Purchasing Supervisor Hall County Solid Waste Collection & Hall County Purchasing Division Landfill Division 2875 Browns Bridge Rd 1700 Oakbrook Drive Gainesville, GA 30504 Gainesville, GA 30507 andrew.youngblood@hallcounty.org rpurdum@hallcounty.org Ph: (770) 531-4940 Ph: (770) 531-6851

CONTRACTOR’S CONTACT INFO REMIT-TO ADDRESS (if different) Name:

Title:

Company:

Address:

City, State, ZIP:

Email:

Phone:

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

For multi-year contracts, the term will be for one (1) initial year followed by four (4) one-year renewal options. Renewals are not automatically renewed nor guaranteed.

For construction, renovations, and modernization projects, until substantial and final completion of Services on or before June 30, 2024, and after all subcontractor(s) and material suppliers’ liens are satisfied.

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 document 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 by failure to meet the timetables set forth herein, the non-breaching party shall provide written notice to the breaching party which describes the breach of this Contract. The party whose breach is alleged 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 letter by thirty (30) days after receipt of the Notice To Cure 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 seeking relief as to any bonds issued hereon. Additional provisions are:

A. Delay or Impossibility of Performance. Any failure or delay must be beyond the 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 the Contract

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, in the event that the County has entered into or enters into contracts with other Contractors related to the Services, Contractor agrees to cooperate fully with such other 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 other party at any time. Should 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 the 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 one or more 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 express 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 one or more of the default events set out in this ARTICLE, then either party shall issue a written Notice of Default to the party that causes one or more of the default events, requesting that the breach or noncompliance be remedied within the period of time specified in the party’s Notice of Default to the Contractor. If the breach or noncompliance is not remedied within the period 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 one or more of the following reasons effective immediately without advance notice:

1. In the event that the Contractor must be certified or licensed as a condition precedent to providing the Services, the revocation or 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 activity, incorrect, or incomplete.

4. Failure of the Contractor to obtain, provide, maintain, and deliver the Performance and Payment Bonds as and 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 the 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 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 using 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; and

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 date of June 30, 2024, the Contractor shall pay the County liquidated damages of $175.00 per each calendar day starting July 1, 2024, until final completion, inspection, and approval by the County.

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 express 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 – 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 #113 – 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 #114 – ADDITIONAL TERMS

A. The County shall not be bound by any terms and conditions included in any Contractor’s 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.

B. The County shall not be bound to any Terms and Conditions of the Contractor that are only accessible by hyperlink. All Terms and Conditions must be in print and approved by the County.

ARTICLE #115 – 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 # 116 - 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, etc., if applicable) considered by the County to be hazardous or toxic to persons, buildings, or surfaces.

The Contractor will utilize acceptable substitutes as quickly as possible. In the event of such replacement, Contractor shall (i) notify the County of any resulting replacement, (ii) introduce the individual serving as the replacement to County, and (iii) provide County with a résumé and any other information regarding the 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 unsuitable. The County’s decision on this matter shall be final, and Contractor will remove this 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 prior 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 SERVICES prior to subcontractor’s performance of work.

ARTICLE #117 – INSURANCE REQUIREMENT

Insurance Requirements. All sureties must be licensed to do business in the State of Georgia with a minimum rating of AM Best A-, financial size seven (7). The Contractor must maintain and warrant to the County 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 insurance certificate 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: “Hall County Government, its Board of Commissioners, its officers, employees, and agents, 2875 Browns Bridge Rd, Gainesville, GA 30504”.

The policy must protect the Contractor and the County (as a Certificate Holder and 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 and as required for claims made policies.

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 on account of bodily injury, including death therefrom, and injury to 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 (Occurrence) in the amounts of the statutory limits established by the General Assembly of the State of Georgia (A self-insurer must submit a certificate from the Georgia Board of Workers Compensation stating that the Contractor qualifies to pay its own workers compensation claims.). In addition, the Contractor must require all subcontractors occupying the premises or performing work under the Contract to obtain an insurance certificate showing proof of Workers Compensation Coverage with the following minimum coverage:

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; but, 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

Terrorism & Sabotage: Required for specific utilities contracts and select special events.

• All contracts involving access or use of any water, gas, electric utilities shall require third parties to have TRIA and third party liability limits of at least $5,000,000.

• All special events that are highly visible, politically sensitive, or have more than 1,000 attendees should require at least $1,000,000 of terrorism liability for any event sponsors.

Builders Risk: Not required but recommended for most construction projects.

• With any construction project, Hall County should consider purchasing Builders Risk

Coverage on a direct basis or have the Contractor provide the coverage for projects under $5,000,000 in value.

• For projects over $5,000,000 in value, Hall County Board of Commissioners should require Builders Risk Coverage on a direct basis to ensure coverage consistency and additional protections are made for Hall County Board of Commissioners.

ARTICLE #118 – COUNTY PAYMENT TO CONTRACTOR

A. The County will issue a Notice to Proceed (NTP) to the Contractor and a Purchase Order(s) (“PO”). The terms of this Contract shall be incorporated by reference into any and all PO(s) issued prior to the expiration or termination of this Contract. The County will issue the 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 Notice to Proceed 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 the PO will not be considered for payment.

Contractors are not to begin work or ship any product on any verbal communication from within 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 Notice to Proceed 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. 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.

2. 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. Each properly prepared invoice must be sent in accordance with the instructions listed on the PO. Standard payment terms are net 30 days (N30) in arrears from the date the invoice is accepted, following delivery of the Services.

3. The County does not pay for services not yet received but only in arrears.

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

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 the Contractor.

Contractor agrees that upon receipt of the written Notice to Cure, it shall make every effort to correct the deficiency(ies) within the timeframe prescribed therein.

If the Contractor fails to timely correct the 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 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.

D. Set-Off Against Sums Owed by the Contractor. In the event that the Contractor owes the County any sum under the terms of the 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. 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 or a financial institution.

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

ARTICLE #119 – PERFORMANCE AND PAYMENT BONDS

The Contractor must furnish to the County both a Performance and Payment Bond, both equal to one hundred percent (100%) of the Contract’s total initial award dollar amount. The County will only issue a Notice to Proceed after the bonds are received. Only surety companies licensed to do business in the State of Georgia are acceptable. The Contractor is required to provide new bonds at the issuance of each renewal option term(s) or extension(s) that follow.

The Contractor must provide all required bonding instruments to the County prior to commencement of any work. The County will consider any work done prior to the receipt of bonding instruments as null-and-void and thus not eligible for compensation.

ARTICLE #120 – RETAINAGE

The County will retain funds to be withheld from compensation in compliance with Georgia law.

Hall 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 #121 – 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. To the extent that either party may 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 #122 – 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 days (30) written notice to the County of the claim and the intent to initiate a civil action.

ARTICLE #123 – 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, notarized by an Official Notary Public, and obtaining the same affidavits from any subcontractor providing services pursuant to this Contract.

ARTICLE #124 – 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 #125 – CONTRACT EXHIBITS AND ATTACHMENTS

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

ARTICLE #126 – 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 #127 – SALES TAX EXEMPTION STATUS

The County is exempt from Federal Excise Taxes and from Georgia State and Local Sales and Use Taxes on the Services. The Contractor may request a copy of the County’s Georgia Sales and Use Tax Exemption Certificate.

ARTICLE #128 – HOLD HARMLESS AGREEMENT

The successful respondent hereby agrees to indemnify and hold free and harmless Hall County Government, its Commissioners, agents, servants, employees, officers, directors and 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 agreement.

ARTICLE #129 – NOT A JOINT VENTURE

The Department 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 #130 – 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 Contractor’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 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”, “designer”, “distributor”, “dealer” or “manufacturer” or otherwise purveyor or source of supply or performance of service, shall all mean one and the same; herein denoted as “Supplier” for goods and “Contractor” for services.

7. Furthermore, 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 whether 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 surface cleaning, drain cleaning, or otherwise where services are offered for consideration.

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

10. The Supplier shall only deliver goods and services as described on the PO 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 the 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 services or goods ordered. Exceptions exist for custom made items such as window coverings and treatments, floor coverings, fabrication, decoration, or otherwise custom designed specifically for the County. Any deposit requested by a Supplier will be evaluated on a case-by-case basis.

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

Suppliers shall ship all quantities that it has in stock and hold orders for backorders.

17. The County participates in cooperative purchasing agreements, State of Georgia statewide contracts, and other state and 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 go to the ship-to addresses listed on the PO and within the time specified. The Supplier must follow instructions if multiple ship-to address exist on the PO.

20. The risk of loss of goods shall pass to the County upon completion and final acceptance of the project delivery. Receipt of goods or services does not constitute acceptance.

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

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

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

24. Vendor agrees not to assign in full or part of the Contract to another party without the County’s express written consent. Any attempted assignment or delegation shall void and make ineffectual for all purposes unless made in conformity with this paragraph.

25. 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.

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

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

28. Invoices submitted to the County will reflect the language of the PO with the PO Number printed on each invoice submitted.

29. In the event that a PO has an attached Contract or Agreement, the terms and conditions of the latter shall govern in the event of any conflict with these terms and conditions.

30. The Supplier may be suspended, terminated, or debarred if it is determined that the Supplier has made false certification(s) or has violated such certification(s) by failure to carry out the requirements herein.

31. The Supplier certifies that it and its subcontractors have not been debarred, suspended, or declared ineligible by any agency of the County, State of Georgia, or as defined in the Federal Acquisition Regulation (FAR) 48 C.F.R. Ch. 1 Subpart 9.4.

32. The Supplier certifies that the Supplier is not currently engaged in an active or pending lawsuit or other grievance, injunction, or levy against the County.

33. Goods are Free-On-Board (F.O.B.) destination and freight. Shipping and delivery shall be pre-paid and added to the invoice as a separate line item.

34. The County does not pay late fees or interest charges.

35. The Supplier shall charge the County the exact amount of freight, delivery, handling, and insurance charges.

36. The County is not bound to any minimum or maximum quantity or dollar amount set by the

Supplier.

37. In the event there is a discrepancy between the unit price and extended price, the unit price shall govern.

IN WITNESS WHEREOF,…