IFB028_44 FURNISH _ INSTALL 2 SHIPPING CONTAI.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 #028-44

For the provision of:

FURNISH & INSTALL TWO

SHIPPING CONTAINERS FOR LIVE

FIREFIGHTING TRAINING

Hall County, Georgia Board of Commissioners is seeking qualified contractors to Furnish & Install two (2) shipping containers for live firefighting training for the Hall County Fire Rescue Training Center located at 2801 Allen Creek Road, Gainesville, GA 30507 (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 posted on the County Website.

Date IFB Issued: 10/19/2023 Pre-Bid Site Visit: By appointment Bidder’s Questions Due Date: 11/2/2023 Bid Due Date: 11/9/2023 by 2:00pm

Optional Pre-Bid On-Site Visit: Bidders must contact the project manager Bradley Martin at 678-343-0636 or by email at bmartin@hallcounty.org to schedule pre-bid on-site visit.

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.

Bidders must submit one (1) copies 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 Fire Training Center Burning Shipping Container.

mailto:bmartin@hallcounty.org https://www.hallcounty.org/Bids.aspx

General Qualifications: Bidders must be in the regular business of providing similar services, be licensed, insured, and bonded if required to do so 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 entitled ‘Mandatory’ must be completed and returned with the bid. Please sign Exhibit B - Contract.

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. The County may take into consideration lead times in its decision to award.

1.0 SCOPE OF WORK

We are seeking qualified vendors to visit Hall County Fire Rescue in Gainesville, Georgia, and assess our needs for a shipping container for live fire training that meets NFPA 1401-1403. The scope of work shall include the following, but not limited to, turnkey purchase of shipping containers, delivery, site preparation, assembly and formal instructions on utilization and maintenance. We ask vendors to be able to provide a written warranty with terms, timeline of build, and any payment terms associated with the purchase. A list of past projects showing the vendor is capable of constructing a quality code compliant product must be provided along with CAD drawing of the proposed structure in the submittal.

We understand vendors may not want to travel to Hall County for a site visit, and

Fire Rescue is willing to allow qualified vendors to submit a request without a mandatory meeting.

Specifications for the Live Fire Container:

First Container:

• 40’x 8’ x 8.5’ container that will be utilized for live fire training and other firefighting activities

• The container(s) does not have to be new but will need to be refurbished so that it contains no rust, no dents and has been newly painted.

• Single Burn room to be located on the closed end to include a burn tray, 2 window openings on opposite sides and a doorway for interior access. The burn room will have temperature monitoring capabilities.

• A door opening located along the center of the container for interior and exterior access to the container

• 2 window openings on the opposite side of the main center doorway as described above. The windows shall be constructed of reinforced steel and have a latching closure from the interior. These openings can be evenly spaced from the interior burn room wall back toward the double door openings of the container

• The double door openings of the container will need to be operational

• 4.5’ x 7’ relocatable interior wall with attach points in 4 locations along the interior of the container

• These attached points will be arranged so that the advancement of hose lines can be better simulated for crew advancement into the burn room

Second Container:

• 20’x 8’x 8.5’ container to be stacked on top of the 40’ container

• Exterior railing will be needed along the fall area on the roof of the 40’ container

• The 20’ container will need to contain a burn room and burn tray. The burn room will have temperature monitoring capabilities.

• The 20’ container will need to be accessible via the interior stairway from the 40’ container

• This interior stairway should not impede the usage of the 40’ container openings that have been requested.

• 20’ container burn room will need to include an interior door for interior accessibility

• 20’ container burn room will need to have a window opening

• 20’ container will need to be placed so that the 2 original doors can be utilized from the roof of the 40’ container.

• Maximum utilization of the containers is our goal.

• Any suggestions from the manufacturer on the relocation of the requested openings or general floorplan and arrangement can occur.

2.0 SUBMISSION OF BIDS

2.01 Complete and include all the Mandatory Exhibit Documents shown below in 2.03. Failure to include any of the mandatory documents listed may result in disqualification. All responses must be in writing.

2.02 Bidders must submit their response in a sealed envelope clearly marked with “INVITATION FOR BID #028-44” on the outside. The submittal must be signed. Faxed or emailed bids are not accepted.

2.03 Follow these instructions carefully. Complete and return the following

Mandatory Documents included in your bid envelope.

Exhibit A - Bid Response Sheet Exhibit B – Signed Contract Exhibit C - Cost Proposal Exhibit D – Mandatory Questions Exhibit E - Mandatory W-9 Form Exhibit F - E-Verify Affidavit

Exhibit G – Ethics Affidavit Certificate of Insurance

2.04 Bidders are responsible to review and comply any Addenda regarding this

IFB posted on the County Website.

2.05 All bids must be sealed in two (2) separate envelopes. Seal the Cost

Proposal separately in one (1) envelope and all other required documents in a separate sealed envelope. Do not combine cost and technical responses together or your bid may be rejected.

2.06 If a Bid Bond is required then it must be included in the bid response.

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

2.08 Include the company’s Certificate of Insurance in the Bid Response.

2.09 Bids openings are open to the public and bidders may attend but are not required to do so.

2.10 All bids, supporting materials and correspondence relating to this IFB become property of Hall County when received.

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

2.12 Bidders may submit bids to the following address by the deadline date and time.

Deliver Bids in person or by FedEx/UPS/USPS or Courier to:

Cheryl Wright Issuing Officer Hall County Government Center

Purchasing Division - 4th Floor, 2875 Browns Bridge Road, Gainesville, Georgia 30504

Or by Mailing to:

Cheryl Wright Issuing Officer Purchasing Division - 4th Floor

P.O. Drawer 1435 Gainesville, GA. 30503

NOTICE! Bidders are responsible for delivering their bids to the Purchasing Department on the 4th Floor of the Hall County Government Center before 2:00pm on the due date provided. Bids delivered to the lobby area, receptionist or the mail room may be delayed and thus may not be evaluated if arriving after 2:00pm.

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

_____ No Bid.

Please list reason for no bid below.

EXHIBIT A

MANDATORY BID RESPONSE FORM

Bidders must complete and return this form with their bid

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

Bid No: ________________

Bid Name: ___________________________________________________

Date of Bid Submittal: _____________________

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

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

Company Name: ______________________________________________

Bidder Signature: ___________________________ Date: __________

Print Name: ________________________________

Title: ______________________________________

Print Name: ________________________________

Phone Number: ________________

Email Address: _________________________________________________

Physical Address: _______________________________________________

Physical Address 2: ______________________________________________

Unsigned bids may be declared as “Non-Responsive” and may not be evaluated.

If you desire to submit a “No Bid” then please indicate by checking one or both of the reasons listed below and explain.

______ Bidder does not offer this service

______ Unable to meet specifications

EXHIBIT B – CONTRACT FOR SERVICES

STATE OF GEORGIA CONTRACT # 028-44

COUNTY OF HALL

For the provision of

Furnish & Install Two Shipping Containers for Live Firefighting

Training

ARTICLE #101 - INTRODUCTION

This Contract for Furnish & Install two shipping containers for live firefighting training for Hall County Fire Rescue Training Center (hereinafter “Services”) as entered into on _____________________, and with an Effective Date of ______________________, is by and between; Hall County, Georgia, Board of Commissioners, (hereinafter “County”) located at 2875 Browns Bridge Rd, Gainesville, Georgia 30504, and ________________________________________ (Hereinafter “Contractor”), located at __________________________________________. Contractor is an entity that is legally registered and qualified, and holding any such licenses and certifications as may be required to render Services to do business in the State of Georgia. County and Contractor are known individually as a “Party” and collectively as the “Parties”.

Whereas, the Parties do mutually desire to enter into this Contract to document the provision of Services or other good and valuable consideration by the Contractor to the County in exchange for payment as compensation, and

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

Whereas, this Contract is the result of the competitively Bid or cooperative contract # 028-44, the Contractor’s bid response, acceptance of the Scope of Work, its Exhibits, Attachments, and references are all incorporated herein by reference, and

NOW, THEREFORE and in consideration of the terms, conditions, mutual promises, 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. Contractor agrees to provide the Services to the County as detailed herein as the Scope of Work, and for locations and services as described in the solicitation document and the Bidder’s response.

B. County hereby agrees as good and valuable compensation as provided in the attached bidder’s response entitled Exhibit C – Mandatory Cost Proposal Worksheet, as incorporated herein by reference, (including Performance & Payment Bonds and all permits if required) shown below:

Contractor is to invoice the County after substantial completion of project in arrears. County will pay Contractor progress payments as further described herein;

C. Price Escalation Clause. (Not applicable) Contractor may request up to, but no more than, a three-percent (3%) price escalation adjustment to this contract at each time of contract renewal.

ARTICLE #103 - NOTICES:

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

COUNTY PROJECT MANAGER COUNTY ISSUING OFFICER

Bradley Martin Cheryl Wright Division Chief – Support Services Issuing Officer Hall County Fire Rescue Hall County Purchasing Division 2801 Allen Creek Road 2875 Browns Bridge Rd Gainesville, GA 30507 Gainesville, GA 30504 bmartin@hallcounty.org cwright@hallcounty.org Ph: (678) 343-0636 Ph: (770) 535-8263

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

Name Title Company Name Address 1 Address 2 Email Phone mailto:Enjwgailey@chatgroupinc.com

ARTICLE #104 – NON-EXCLUSIVE RIGHTS:

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

ARTICLE #105 – CONTRACT TERM:

For construction projects, until substantial and final completion of services according to the time-schedule and after all sub-contractor(s) and material suppliers liens are satisfied.

For Multi-Year Contracts, One (1) initial year with four (4) one-year renewal options.

ARTICLE #106 - CONTRACT AMENDMENTS AND MODIFICATION:

This Contract can only be modified, amended, or added to 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 letter by thirty (30) days after receipt of the notice 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.

Epidemics and pandemics are not considered Force Majeure events by the County.

Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement 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:

The County may terminate this Contract by providing sixty (60) days written notice to the other party at any time. Should either party 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, either party 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 satisfactory performance of the Contract substantially endangered 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 ARTICLE #108, 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.

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 sub-Contractors 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 (if required) 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

BOND REQUIREMENT.

F. Payment Limitation in Event of Termination. In the event of termination of the Contract for any reason by either party, 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. The 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, or who abandons the project before completion, the Contractor shall pay the County liquidated damages an amount equal to the percentage of work not completed.

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

ARTICLE #111 – USE OF THIRD PARTIES (SUB-CONTRACTORS):

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 sub-Contractors, if allowed in writing by the County.

Any Contract with a subcontractor must also preserve the rights of the County.

ARTICLE #112 – SUPERSEDES FORMER CONTRACTS

Unless otherwise specified in the Contract, this Contract supersedes all prior Contracts or Agreements between the County and the Contractor for the Services provided in connection with the Contract.

ARTICLE #113 - SEVERABILITY:

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

ARTICLE # 114 - RECORDS:

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

§ 50-18-70 et seq, requires procurement records and all other records received by or prepared or maintained on behalf of the County, shall be made open to public inspection, unless otherwise provided by law.

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

ARTICLE # 115 - ADDITIONAL TERMS:

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 agreement 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 hyper-link. All Terms and Conditions must be in print and approved by the County.

ARTICLE # 116 - WAIVER:

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

ARTICLE # 117 - CONTRACTOR AND COUNTY RIGHTS AND OBLIGATIONS:

A. The County has the right at any time to require the Contractor to put an immediate stop to any procedure, or the use of any equipment (chemical, material, 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 notify 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 not suitable.

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 sub-Contractors to provide the Services described in SCOPE OF SERVICES prior to subcontractor’s performance of work.

ARTICLE # 118– INSURANCE REQUIREMENTS:

Workers Compensation Insurance: Required for all contracts.

a. $500,000 Bodily Injury by Accident Each Accident

b. $500,000 Bodily Injury by Disease Each Disease

c. $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.

a. $2,000,000 General Aggregate

b. $2,000,000 Products & Completed Operations Aggregate

c. $1,000,000 Each Occurrence

d. $1,000,000 Personal & Advertising Injury

e. $500,000 Damages to Premises / Fire / Legal

f. $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.

a. $1,000,000 Combined Single Limit OR

b. $500,000 per Person

c. $500,000 per Occurrence

d. $100,000 Property Damage

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

Additional Provisions:

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

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

c. 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

a. $1,000,000 per Occurrence

Additional Provisions:

a. Underlying coverage shall be General Liability, Automobile Liability, and Employers

Liability (Workers Compensation)

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

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

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

Cyber Insurance (Not applicable): Required for all software, computer hardware installation, data access, data integrations, data usage, cloud storage, SaaS, and or technology related contracts.

a. $1,000,000 Each Claim/Wrongful Act

b. $2,000,000 Annual Aggregate

c. $1,000,000 Business Interruption

d. $1,000,000 Data Recovery

e. $500,000 Cyber Extortion Expenses

f. $50,000 Cyber Extortion/Ransom Payments

Additional Provisions: (Not applicable): Coverage shall include at a minimum:

a. Information Security & Privacy Liability

b. Regulatory Fines and Penalties

c. Payment Card Industry (PCI) – if credit cards and/or banking information is obtained or accessed

d. Ransomware

Professional Liability Insurance (Errors & Omissions): Required for all professional service contracts. This shall include any consultants, medical, legal, technical, insurance agents, or other professions that require proper licenses.

a. $1,000,000 Each Claim/Wrongful Act

b. $2,000,000 General Aggregate

Builders Risk: (Not Applicable) Recommended for most new construction projects

a. 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.

b. For projects over $5,000,000 in value, Hall County BOC should obtain Builders Risk Coverage on a direct basis to ensure coverage consistency and additional protections are made for Hall County BOC.

ARTICLE # 119 – NO WAIVER:

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

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

C. Vehicles and Equipment. With the exception of any specified County Owned Equipment and Vehicles listed herein, Contractor warrants that no Contractor employees, sub-contractors or others will not use County owned vehicles or equipment in the performance of this Contract without express written consent. Contractor shall be responsible for providing all transportation necessary to deliver Services under the Contract.

ARTICLE # 120 – INTELLECTUAL PROPERTY RIGHTS and OWNERSHIP:

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

ARTICLE # 121 - COMPENSATION:

A. The County will pay the Contractor for the Services provided pursuant to this

Contract and in accordance with the prices quoted and conditions set forth in the Bidder’s response on Exhibit C – Mandatory Cost Proposal Worksheet, which is attached hereto and incorporated into this Contract as if fully set forth herein.

Payments will be made monthly in arrears to the Contractor after acceptance of the Contractor’s delivered Services by the County, and after receipt of undisputed invoice to the County.

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

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

D. It is understood that this bid or proposal is made without collusion or fraud.

Contractor understands and acknowledges that collusive bidding is a violation of state and federal law and may result in the cancellation of the Contract.

ARTICLE # 122 - COUNTY PAYMENT TO CONTRACTOR:

A. The County will issue a Notice to Proceed (NTP) to the Contractor, and Purchase

Order(s) (herein after ‘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 Services 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 (see ARTICLE #106 - CONTRACT AMENDMENTS &, 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 ARTICLE #102.

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 shall issue a written notice to Contractor.

Contractor agrees that upon receipt of the written notice, 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 #122 or terminate the Contract (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 mailto:accountspayable@hallcounty.org 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 in any circumstances pay a third-party.

ARTICLE #123 – PERFORMANCE AND PAYMENT BONDS (Not Required).

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 #124 – RETAINAGE (Not Required).

The County will retain (if required) 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

ARTICLE #125 – VENUE AND GOVERNING LAW

The parties agree that this Contract shall be interpreted, construed, and enforced in accordance with the laws of the State of Georgia. 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 # 126 - NOTICE OF INTENT TO LITIGATE

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

ARTICLE # 127- GEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT (E-Verify):

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

B. Contractor further certifies its compliance with the aforementioned federal and state immigration laws set forth by signing a sworn affidavit, the Georgia Security and Immigration Compliance Act Affidavit, notarized by an Official Notary Public, and obtaining the same affidavits from any sub-contractor providing services pursuant to this Contract.

ARTICLE # 128 – ORDER OF PRECEDENCE:

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

A. First, any amendments to the Contract, including all Exhibits thereto.

B. Second, the Contract itself, including all Exhibits thereto.

C. Third, Attachments appended to the Contract.

ARTICLE # 129– CONTRACT EXHIBITS AND ATTACHMENTS:

The Parties mutually acknowledge that all Exhibits and Attachments listed below made a part of this Contract, as though expressly written in the IFB documents and the bidder’s response, are-herein-incorporated into this contract by reference.

ARTICLE # 130 - 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 # 131– VALIDITY

If any paragraph, sub-paragraph, sentence, clause, phrase or any portion of this agreement shall be declared invalid or unconstitutional by any Court of competent jurisdiction or if the provisions of any part of this agreement as applied to any particular situation or set of circumstances shall be declared invalid or unconstitutional, such invalidity shall not be constructed to affect the portions of this agreement not so held to be invalid or the application of this agreement to other circumstances not so held to be invalid. The parties hereby declare that this is the intent of the parties to this agreement is to provide for separate and divisible parts.

ARTICLE #132 – 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 #133 – HOLD HARMLESS AGREEMENT

The successful respondent hereby agrees to indemnify, hold free and harmless, Hall County Government, County Commissioners, its 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 # 134 – 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. Hall County, Georgia, herein referred to as ‘The County’, retains the right to ‘red-line’ sections of the Supplier’s Terms and Conditions if such are in conflict with the best interest of the County.

5. Acceptance of a Purchase Order (PO) and delivery of Goods or Services serves as the Supplier’s full and complete acceptance of The County’s Terms and Conditions.

6. The terms; supplier, vendor, bidder, offeror, Contractor, Contractor, designer, distributor, dealer or manufacturer or otherwise purveyor or source of supply or performance of service shall mean one-and-the-same, herein denoted as ‘Supplier’ for goods and ‘Contractor’ for services.

7. Furthermore, the terms; goods, materials, commodities, components, drawings, drafts, renderings, plans, physical or digital, software, SaaS, Engineering, Architectural, capital asset equipment, vehicles, heavy earth-moving or other equipment, purchased or leased, or other such deliverables are herein denoted as ‘Goods’ and shall mean one-and-the-same.

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

9. The County’s payment terms are Net 30 days.

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

11. The Supplier shall only deliver goods and services as described on the PO and within the

Scope of Work and the Supplier’s Bid Response.

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

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

14. 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 Purchase Order, Contract or Agreement, unless mutually agreed in writing by both parties.

15. The County does not accept automatic contract renewals with the exception of monthly subscription services.

16. The County only pays for services rendered in arrears. The County does not pay for services not yet rendered.

17. The County does not pay deposits towards goods ordered. Exceptions exist for custom made items (such as window coverings and blinds, or carpet, tile etc.), fabrication, decoration, or otherwise custom designed specifically for the County.

18. The County will accept backorders only if goods are out of stock…