IFB024-23 Modular Classroom

REQUEST FOR BIDS

IFB NO. 024-23

MODULAR CLASSROOM RELOCATION

INCLUDING REMOVAL AND

INSTALLATION OF STEPS, RAMPS AND PLATFORMS

CLAYTON COUNTY PUBLIC SCHOOLS

DR. ANTHONY W. SMITH RAMONA BIVINS

Interim Superintendent of Schools Chief of Finance

Debra B. Brewer, Esq., CPPO Director

Department of Purchasing 1098 Fifth Avenue, Jonesboro, Georgia, 30236

Response Submission Deadline:

August 10, 2023

3:00 p.m. Eastern Standard Time (EST)

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SCHEDULE OF EVENTS

EVENT DATE OR DEADLINE

Eastern Standard Time (EST)

IFB Release June 29, 2023

Pre-Bid Conference Zoom ID 954 8135 1727

July 20, 2023 @ 10:30 a.m.

Deadline for Submission of Questions

July 26, 2023 @ 3:00 p.m.

Submit questions to:

purchasing@clayton.k12.ga.us

Answers Posted to Website by Addendum

July 26, 2023 @ 3:00 p.m.

IFB Submission Deadline August 10, 2023 @ 3:00 p.m.

Bid Opening Zoom ID 905 9202 9987

August 10, 2023 @ 3:00 p.m.

Procurement Representative Rose Tookes

RESPONSE SUBMISSION FORM

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

Company Name:

Mailing Address:

(Street, City, State, Zip Code)

Email Address:

Phone Number:

Fax Number:

Social Security or Tax ID#:

Name of Authorized Representative:

(printed or typed only)

Title of Authorized Representative:

Signature of Authorized Representative:

Date of Signature:

mailto:purchasing@clayton.k12.ga.us

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TABLE OF CONTENTS

DESCRIPTION BEGINNING PAGE

Information and Instructions to Bidders 4

Submission of Responses 6

General Information 9 Introduction 9

Background 9

Objectives 9 Intent to Award 9

Term of Agreement 9

Scope of Services 10

Minimum Requirements 10

CCPS Standard Draft Agreement 10

Required Form Submittals 10 Requirements Contract Clause 11

Discounts 11

Appendices 12

A. Code of Ethics 12

B. General Terms and Conditions 13 C. Required Forms 26 D. SLBE Program - Required Documents 37 E. General School Holiday Schedule 47

Attachments A. Scope and Services and Specifications 50 B. Bid Cost Form 51

C. CCPS Standard Draft Agreement 58

Exhibits

1. CCPS Locations

2. Installation Data Sheet

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IFB 024-23

MODULAR CLASSROOM RELOCATION INCLUDING REMOVAL AND

A. INFORMATION AND INSTRUCTIONS TO BIDDERS

1. Services Required: This Invitation for Bids (“IFB”) is to solicit bids from qualified

Bidders to provide Modular Classroom Relocation including Removal and

Installation of Steps, Ramps and Platforms for Clayton County Public Schools

(“CCPS” or “District”) as needed.

2. Solicitation Method: This solicitation is being conducted in accordance with all applicable provisions of the CCPS Purchasing Policies and Procedures. By submitting responses in reference to this solicitation, a Bidder acknowledges familiarity with CCPS Purchasing Policy and Procedures and all laws applicable to this solicitation, which policies, procedures and laws are incorporated into this IFB by reference.

3. Minimum Qualifications:

Each Bidder shall have the minimum qualifications set forth in the IFB.

4. Criminal Background Check: By submitting a response in reference to this solicitation, the Bidder acknowledges that a satisfactory criminal background check and history may be required for anyone coming into direct or indirect contact with

CCPS students at no cost to CCPS.

5. Certificate of Authority to Transact Business in Georgia: Each Bidder must submit with its response documentation that demonstrates it is duly authorized to conduct business in the State of Georgia. This requirement also applies to Joint

Venture (JV) Team Members, Sub-Contractors, and Sub-Sub-Contractors.

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

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

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8. Codes, Permits, Fees, Licenses and Laws: All permits, fees, arrangements for inspections, licenses, and costs incurred for the same shall be the sole responsibilityof the successful Respondent. All services, labor, and materials must comply with all applicable rules and regulations of local, state and/or national codes, laws and ordinances of all authorities having jurisdiction over the project, which shall apply to the contract throughout and will be deemed to be included in the contract the same as though herein written out in full.

9. No Offer by CCPS and Firm Offer by Bidder: This solicitation does not constitute an offer by CCPS to enter into an agreement and cannot be accepted by any Bidder to form an Agreement. This solicitation is only an invitation for offers from interested

Respondents and no offer shall bind CCPS. A Respondent’s offer is a firm offer and may not be withdrawn except as provided in this IFB, CCPS Purchasing Policies and

Procedures and other applicable law.

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

O.C.G.A. § 50-18-72(a)(34), “[a]n entity submitting records containing trade secrets that wishes to keep such records confidential under this paragraph shall submit and attach to the records an affidavit affirmatively declaring that specific information in the records constitute trade secrets pursuant to Article 27 of Chapter 1 of Title 10

[O.C.G.A. § 10-1-760 et seq.]”.

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

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

Georgia Security and Immigration Compliance Act. Pursuant to Act, the Bidder must provide with its submittal proof of its registration with and continuing and future participation in the E-Verify Program established by the United States Department of Homeland Security. Completed Contractor Affidavit, Illegal Immigration Reform and Enforcement Act Forms must be submitted with the Response at the time of submission. Under State Law, the CCPS cannot consider any Response which does not include the completed forms. Where the business structure of a Bidder is such that Bidder is required to obtain an Employer Identification Number (EIN) from the

Internal Revenue Service, Bidder must complete the Contractor Affidavit on behalf of, and provide a Federal Work Authorization User ID Number issued to, the Bidder itself. Where the business structure of a Bidder does not require it to obtain an EIN, each entity comprising Bidder must submit a separate Contractor Affidavit. It is not the intent of this notice to provide detailed information or legal advice concerning the

Act. All Respondents intending to do business with CCPS are responsible for independently apprising themselves of and complying with the requirements of the

Act and assessing its effect on CCPS solicitations and their participation in those solicitations. For additional information on the E-Verify program or to enroll in the program, go to: https://e- verify.uscis.gov/enroll.

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12. Sub-Contractors and Manufacturers: Bidders are required to submit, in writing, the addresses of any proposed Sub-contractor or equipment manufacturers listed in the response and may be required to submit other material information relative to proposed Sub-contractor. County reserves the right to disapprove any proposed

Sub-contractor whose technical or financial ability, or resources, or experience are deemed inadequate.

13. Inclusivity in Purchasing Policy: Bidders are required to comply with the CCPS

Inclusivity in Purchasing Policy (DJEAB) and Small Local Business Enterprise

Program.

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

Minority Business Enterprises (MBE), Woman Business Enterprises (WBE), and

Local and Small Business Enterprises (L/SBE) have an equal opportunity to participate in CCPS procurement opportunities. Bidders are encouraged to use said

MBE, WBE and L/SBE’s whenever possible in the execution of any contract, however, CCPS does not provide a contracting preference and it is not the intent of

CCPS to violate any local, state or federal laws.

15. Cooperative Agreement: CCPS may permit piggybacking or cooperative use of any contract resulting from this IFB by other city, county, local authority, agency, or board of education if the bidder/Bidder will extend the same prices, terms, and conditions. This provision shall not apply to any contract where piggybacking or cooperative use is prohibited by law.

16. Reasonable Accommodation: CCPS will provide reasonable accommodations for Bidders with a disability. Bidders should request reasonable accommodations by contacting the Purchasing Department by email with the IFB name and number in the subject line to purchasing@clayton.k12.ga.us. If accommodations at the Pre-Bid conference are needed, please notify the Purchasing Department by email no later than forty-eight (48) hours in advance.

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

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

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

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B. SUBMISSION OF RESPONSE

1. Ownership of Responses: Each Response submitted to CCPS shall become the property of CCPS, without compensation to a Bidder, for use by CCPS, at its discretion. CCPS shall not be liable for any response preparation costs incurred by Bidders, or for any subsequent work on the response or additional documentation required by CCPS.

2. Duration: Responses submitted in to this IFB must be valid for a period of one hundred-twenty (120) calendar days from the Response Submission Deadline and must be marked as such.

3. Submission Deadline and Bid Opening: Sealed Responses to this IFB will be received by the CCPS Purchasing Department until 3:00 P.M., Eastern Standard Time (EST) on Thursday, August 10, 2023. The bid opening will be held via Zoom at: IFB 024-23 Modular Classroom Relocation Public Bid Opening, Zoom ID # 995 9202 9987 and Passcode # 418095. Attendance during the bid opening is voluntary for Bidders responding to this IFB; however, Bidders are encouraged to attend.

3.1 Bidders must register in Bonfire as a vendor at:

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

3.2 Bids and all required forms must be fully completed, signed in ink and uploaded in Bonfire under the correct solicitation (IFB No. 024-23 Modular Classroom Relocation including Removal and Installation of Steps, Ramps and Platforms).

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

3.4 For any technical questions or difficulties, contact Bonfire Support at https://support.gobonfire.com/hc/en-us

4. Late Responses: Late Responses received will not be considered.

5. Pre-Bid Conference: A Non-Mandatory Pre-Bid Conference has been scheduled for Thursday, July 20, 2023 at 10:30 a.m., EST. The Pre-Bid Conference will be via Zoom ID # 954 8135 1727 and Passcode # 965540. During the Pre-Bid

Conference, the general requirements of the project will be discussed. Any questions raised by potential Bidders will be discussed. Verbal answers to questions during the Pre-Bid Conference will not be authoritative. It should be emphasized, however, that nothing stated or discussed during the course of this conference call shall be considered to modify, alter or change the requirement of the solicitation documents, unless it shall be subsequently incorporated into an addendum to the solicitation documents.

https://clayton-k12-ga-us.zoom.us/j/99592029987?pwd=STVUUzdJR0gwVWhrbjRCbU9iMnVsdz09 https://clayton-k12-ga-us.zoom.us/j/99592029987?pwd=STVUUzdJR0gwVWhrbjRCbU9iMnVsdz09 https://claytonk12ga.bonfirehub.com/portal/?tab=login https://claytonk12ga.bonfirehub.com/portal/?tab=login https://support.gobonfire.com/hc/en-us https://support.gobonfire.com/hc/en-us

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6. Solicitation Questions: Any questions regarding this IFB should be submitted on or before Wednesday, July 26, 2023 at 3:00 p.m., EST. All questions must be submitted in writing to the Director, CCPS Purchasing Department by email with the

IFB name and number in the subject line to purchasing@clayton.k12.ga.us.

Questions received after the designated period may not be considered. Verbal responses are not authoritative. Answers to questions will be made by addendum posted to the CCPS website no later than 3:00 p.m., EST on Thursday, August 3, 2023. It is the responsibility of each Bidder to obtain a copy of any Addendum issued for this solicitation by monitoring the CCPS website at http://www.clayton.k12.ga.us/cms/One.aspx?portalId=54515&pageId=95198 .

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

CCPS Purchasing Department.

8. Protests: Protests dealing with specifications or the solicitation shall be filed not later than three (3) working days prior to the response due date. Other protests shall be filed no later than three (3) working days after the response due date, or if the protest is based on subsequent actions of CCPS, not later than three (3) working days after the aggrieved person knows or should have knowledge, of the facts given rise to the protest. All Protests should specify exactly what is being protested.

Protests are considered filed when received by the Director of Purchasing. Protests which are not filed in a timely manner, as set forth above, will not be considered.

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

Only those who participated in the solicitation are eligible to protest.

--BALANCE OF PAGE INTENTIONALLY LEFT BLANK--

mailto:purchasing@clayton.k12.ga.us http://www.clayton.k12.ga.us/cms/One.aspx?portalId=54515&pageId=95198

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MODULAR CLASSROOM RELOCATION INCLUDING REMOVAL

AND INSTALLATION OF STEPS, RAMPS AND PLATFORMS

GENERAL INFORMATION

1. INTRODUCTION

Clayton County Public Schools (”CCPS”) is soliciting bids from qualified individuals or firms (“Bidder”) for Modular Classroom Relocation including Removal and

Installation of Steps, Ramps and Platforms. Bidders will provide modular classroom relocation including removal and installation of steps, ramps and platforms to the

District on an as-needed basis. A detailed Scope of Services (“SOS”) is set forth in this IFB.

2. BACKGROUND

Clayton County Public Schools (CCPS) is fully accredited through Cognia. The district offers a focused world-class program based on a challenging curriculum which is taught from pre-kindergarten through 12th grade. Serving over 52,024 students, Clayton County Public Schools is ranked among the 100 largest school districts.

3. OBJECTIVE

CCPS is seeking bids from firms with proven experience to provide Modular Classroom Relocation including Removal and Installation of Steps, Ramps and Platforms. The successful bidder(s) will provide Modular Classroom Relocation including Removal and Installation of Steps, Ramps and Platforms for all of the district schools and administrative offices.

4. INTENT TO AWARD

CCPS intends to make one (1) award; however, CCPS reserves the right to make one

(1) award, multiple awards or no award for IFB No: 024-23 Modular Classroom Relocation including Removal and Installation of Steps, Ramps and Platforms.

5. TERM OF AGREEMENT

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

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The initial term of the Agreement and any renewal terms are collectively referred to as the “Term”. The initial term of this Agreement shall be for one (1) year, and may be automatically renewed for three (3) successive one (1) year terms upon the same terms and conditions. The services to be performed under this Agreement shall commence on the effective date of this agreement and terminate absolutely and without further obligation on the part of the CCPS on June 30th of the year in which it was executed and on June 30th of each succeeding and renewed year, as required by O.C.G.A. § 20-2-506 (b), as amended, unless terminated earlier in accordance with the termination provisions of this agreement.

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

6. SCOPE OF SERVICES

Bidders must comply with all Federal, State of Georgia and local regulations and laws applicable to this IFB. Bidders must provide all services as requested in this IFB in accordance with Scope of Services attached hereto and incorporated herein by reference.

7. MINIMUM REQUIREMENTS

Bidder must have two (2) years experience successfully providing Modular Classroom

Relocation including Removal and Installation of Steps, Ramps and Platforms for a school district or similar organization.

8. CCPS STANDARD AGREEMENT

The Draft Agreement included as Attachment C is a standard CCPS document which should be thoroughly reviewed by all Bidders prior to submitting a bid. Any proposed revisions to the terms or language of this IFB must be submitted in writing with Bidder’s response. Since proposed revisions may result in a bid being rejected if the revisions are unacceptable to CCPS, Bidders should review any proposed revisions carefully. Refer to Information and Instructions to Bidders, Award and Execution of Agreement in this IFB. Modifications or additions to the CCPS Standard Contract will not be entertained after contract award.

9. REQUIRED FORM SUBMITTALS

The forms and documents contained in Appendix D, Required Forms, are mandatory forms required to be submitted with each bid. Failure to provide the information or documentation required may cause a bid to be declared non-responsive and rejected.

Failure to have an authorized representative sign all documents at the signature line, or failure to have all documents properly notarized as requested, may cause a bid to be declared non-responsive and rejected.

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10. REQUIREMENTS CONTRACT CLAUSE

The quantities specified in the Bid Cost Form are estimates only. There are no guarantees as to the quantities CCPS will require over the time period stated, therefore, no liability for the non-purchase of any goods and/or services. More or less of the estimated quantity may be purchased.

11. DISCOUNTS

When submitting bids or quotations, all discounts (any discounts, cash discounts, quantity discounts, combination of item discounts, all item discounts or any other form or combination of item discounts), shall be calculated by the bidder and reduced to a net unit price.

12. PRICE CHANGE AFTER THE AWARD

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

Price changes will be allowed only if the vendor provides to CCPS a letter from the manufacturer on the manufacturer’s letterhead with an authorized signature and date, stating that the awarded item(s) by the manufacturer has increased. The letter also shall state the manufacturer’s increased price. The manufacturer shall certify that the price increase is “across the board” for all customers.

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APPENDIX A

PURCHASING DEPARTMENT

CODE OF ETHICS

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

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

III. Decline personal favors, gifts, and gratuities. Grant all competitive Respondents fair and equal consideration.

IV. Conduct business with potential and current Respondents in an atmosphere of good faith.

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

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

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

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

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

X. Protect Clayton County Public Schools’ interest by ensuring that Respondents honor all terms of their contract.

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APPENDIX B

GENERAL TERMS AND CONDITIONS

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

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

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

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

a. The Contractor shall invoice CCPS on a monthly basis. If payment is to be made by line item, when a single line item has been satisfactorily delivered, complete payment will be made within thirty (30) days from either the date of delivery or the receipt of a satisfactory invoice in triplicate, whichever occurs last. Invoices should be sent to Clayton County Public Schools, Attn:

Federal Programs Department 1058 Fifth Avenue, Jonesboro, Georgia 30236. All invoices must show the contract number, work performed and period of work. Payment will be made via electronic payment or check.

CCPS reserves the right to modify these terms should extenuating circumstances prevail.

III. Non-Appropriation. Notwithstanding any other provision of this agreement, the parties hereto agree that the charges hereunder are payable to the Contractor by CCPS solely from appropriations received by CCPS. In the event such appropriations are determined, in the sole discretion of the Chief Financial Officer of CCPS, no longer to exist or to be insufficient with respect to the charges payable hereunder, this agreement shall terminate without further obligation of CCPS at the end of any fiscal period (hereinafter referred to as “Event”). In such Event, the Chief Financial Officer for CCPS shall certify to the Contractor the occurrence thereof, and such certification shall be conclusive.

Scope of Services. Contractor shall provide Modular Classroom Relocation including Removal and Installation of Steps, Ramps and Platforms as requested by CCPS Facilities Services Department in accordance with the IFB and Scope of Services.

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

V. Insurance.

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

a. The following general requirements apply to any and all work under this contract by all Contractors and Sub-Contractors, where applicable, of any tier.

1. Any and all insurance required by this contract shall be maintained during the entire length of this contract, including any extensions thereto, and until all work has been completed to the satisfaction of

Clayton County Public Schools. Any and all insurance must be on an occurrence basis.

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

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

Insured under any and all insurance required by the contract.

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

3. Clayton County Public Schools shall be given no less than thirty (30) days’ notice of cancellation. Clayton County Public Schools shall be given not less than thirty (30) days prior written notice of material changes of any insurance required under this contract.

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4. Each and every agent shall warrant when signing the certificate of insurance that he is acting as an authorized representative on behalf of the companies affording insurance coverage under the contract and that he is licensed by the State of Georgia to conduct insurance business in the State of Georgia and that the companies affording insurance coverage are currently licensed by the State of Georgia and are currently in good standing with the Commissioner of

Insurance for the State of Georgia.

5. Any and all companies providing insurance required by a contract must meet the minimum financial security requirements as set forth below. The rating for each company must be indicated on the certificate of insurance.

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

a. Best’s Rating not less than A, and

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

6. In the event the Contractor neglects, refuses, or fails to provide the insurance required by the Contract Documents, or if such insurance is cancelled for any reason, CCPS shall have the right, but not the duty, to procure the same, and the cost thereof shall be deducted from monies then due or thereafter to become due to the Contractor or shall have the right to cancel the contract.

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

The Contractor shall procure and maintain Worker’s Compensation and

Employer’s Liability Insurance in the following limits. Such insurance is to cover each and every employee who is or may be engaged in work under the contract.

Worker’s Compensation Statutory

Employer’s Liability

Bodily Injury by Accident $100,024 each accident

Bodily Injury by Disease $100,024 each employee

Bodily Injury by Disease $500,024 policy limit

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c. Comprehensive General Liability Insurance

The Contractor shall procure and maintain Comprehensive Insurance in an amount not less than $1,024,024.00 for bodily injury and property damage combined single limit. The following specific extensions of coverage shall be provided and indicated on the certificate of insurance.

1. Comprehensive Form

2. Contractual Insurance

3. Personal Injury

4. Broad Form Property Damage

5. Premises – Operations

6. Completed Operations

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

Policy coverage must be on an occurrence basis.

d. Automobile Liability Insurance

The Contractor shall procure and maintain Automobile Liability Insurance in an amount not less than $1,024,024.00 for bodily injury and property damage combined single limit. The following extensions of coverage shall be provided and indicated on the certificate of insurance.

1. Comprehensive Form

2. Owned, Hired, Leased and non-owned vehicles to be covered. If the

Contractor does not own any vehicles in the corporate name, non-owned vehicles coverage shall apply and must be endorsed on either the Contractor’s personal automobile policy or the Comprehensive

General Liability coverage required under this contract.

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

In any circumstance where Contractor, including any joint venture partners, parent or subsidiary companies, or affiliates under common control, is providing Services or

IFB 024-23 Modular Classroom Relocation including Removal and Installation of Steps, Ramps and Platforms Page 17 of 76 work under another contract with CCPS and a dispute, claim or conflict of interest arises between CCPS and such Contractor under this agreement or another contract, CCPS may in its sole determination and discretion, suspend all existing work under this Agreement and may or may not issue any further work to the Contractor under this agreement unless and until such dispute, claim or conflict of interest is resolved to the satisfaction of CCPS. Should CCPS take such action, Contractor shall not be entitled to any additional costs of any kind resulting from such action except that Contractor may be paid for any authorized Services provided to CCPS under this Agreement prior to the effective date of the suspension of the work. This provision shall not be deemed exclusive and shall be supplemental to any rights and remedies available to CCPS under this Agreement, any other contract or as may be available under applicable law.

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

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

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

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

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

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

and

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

X. Confidential Information.

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

The Contractor shall indemnify and hold harmless the School District/public entity against any liability, including costs and expenses, for infringement of any patent, trademark, or copyright arising out of Contract performance or use by the School District/public entity of materials furnished or work performed under this Contract. The School District/public entity shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph.

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b. Disclosure of Confidential Information or Information Other Party Deems to be Confidential Information. Each Party will be entitled to disclose any Confidential Information if compelled to do so pursuant to: (i) a subpoena; (ii) judicial or administrative order; or (iii) any other requirement imposed upon it by Applicable Law. Prior to making such a disclosure, to the extent allowed pursuant to Applicable Law, each Party shall provide the other with thirty six (36) hours prior notice by facsimile of its intent to disclose, describing the content of the information to be disclosed and providing a copy of the pleading, instrument, document, communication or other written item compelling disclosure or, if not in writing, a detailed description of the nature of the communication compelling disclosure with the name, address, phone number and facsimile number of the Person requesting disclosure.

Should the non-disclosing Party contest the disclosure, it must: seek a protective order preventing such disclosure; or intervene in such action compelling disclosure, as appropriate. This Section shall be applicable to information that one Party deems to be Confidential Information but the other Party does not.

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

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

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

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

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

XII. Audit Inspection Rights.

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

Contractor shall provide full cooperation to CCPS and its designated Persons in connection with audit functions and examinations by regulatory authorities.

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

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

Contractor shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law. Contractor shall notify CCPS immediately of any request made under the Open Records Act and shall furnish CCPS with a copy of the request and the response to such request.

XIV. Contractor Affidavit and Compliance.

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

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

c. The Contractor agrees to sign an affidavit evidencing its compliance with O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02.

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

d. The Contractor agrees that in the event that it employs or contracts with any

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

XV. Inclusivity in Purchasing Policy. Contractors are required to comply with the CCPS Inclusivity in Purchasing Policy (DJEAB) and Small Local Business Enterprise Program.

XVI. Performance of Agreement.

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

b. The Contractor shall execute the entire work described in the Agreement Documents, except to the extent specifically indicated in the Agreement documents to be the responsibility of others.

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

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CCPS.

d. The Contractor acknowledges that this Agreement and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners.

XVII. Indemnification. Contractor shall agree to indemnify, defend, save and otherwise hold harmless CCPS, its elected and appointed officials, departments, agencies, boards, authorities, directors, officers, employees, and volunteers against and/or from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs, attorneys’ fees and any other costs associated and/or related in any way to any claim or litigation for or on account of any property damage, injury or death to any person or action related to such brought by any person and/or estate which may arise or which may be alleged to have arisen out of or in connection with the work covered by this Agreement, except to the extent that such loss results from the negligence of CCPS. This indemnity provision shall include activities required for compliance with all applicable environmental laws, ordinances and regulations in effect during the term of this Agreement and continue for a period of two years after termination thereof. The successful Contractor shall protect CCPS from claims involving infringements of patents, copyrights or other intellectual property rights. The unauthorized use of patented articles is done at the risk of the Contractor. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation laws of the State of Georgia or arising out of the failure of such Bidder to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. Contractor shall be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable.

Contractor shall agree to waive all rights of subrogation and/or financial recovery of any kind in favor of CCPS, its departments, all elected and appointed officials, to include, but not limited to, its directors, officers, agents, boards, volunteers and employees for losses arising or alleged to have arisen out of any work performed in relation to the Agreement.

XVIII. Controlling Law, Venue. The Contract Documents shall be governed by and construed in accordance with the substantive laws of the State of Georgia without regard to its choice of law principles.

a. Jurisdiction and Venue. The Parties hereby submit and consent to the exclusive jurisdiction of the State Courts of Clayton County Public Schools, Georgia or in the United States District Court for the Northern District of Georgia and irrevocably agree that all actions or proceedings relating to this Agreement will be litigated in such courts, and each of the Parties waives any objection which it may have based on improper venue or forum non-convenience to the conduct of any such action or proceeding in such court.

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b. Equitable Remedies. The Parties agree that, notwithstanding the provisions of this…