ITB 24_009 Copy Paper.pdf

Vision We strive to cultivate an educational foundation that empowers students to realize their full potential, thrive as productive global citizens, ignite positive change, and create a more just and equitable world.

DATE: March 12 2024

TO: All Bidders

FROM: Lonita Broome, PhD Chief Finance Officer

RE: Invitation for Bid No. 24-009 Copy Paper

City Schools of Decatur (CSD) is accepting sealed bids for Copy Paper. Specification, terms and conditions are contained herein.

Sealed Bids will be received subject to the attached terms specified in “Bid Conditions”, at the office of the CSD Purchasing Department, The Elizabeth Wilson Center 125 Electric Avenue, Decatur GA 30030. Bids will be received up to 10:00 am. EST (as per the Purchasing Department time clock) on Tuesday April 8, 2024. Bids must be time stamped by CSD in the manner described herein in order to be timely.

Questions regarding the bidding process should be directed in writing to the Chief Financial Officer via email to csdpurchasing@csdecatur.net. Only questions received prior to 4:00 p.m. on Friday, March 22, 2024 will be considered.

Bids are subject to rejection if the signature page is not completed and returned with the bid on or before time of bid opening.

BIDS SHALL BE SUBMITTED IN A SEALED ENVELOPE AND PLAINLY

MARKED “INVITATION TO BID NO. 24-009, ON THE OUTSIDE OF THE

ENVELOPE, AS WELL AS THE DATE OF THE BID OPENING. IF NOT

SUBMITTING A BID, “NO BID” MUST BE INDICATED AS SUCH ALONGWITH

THE SOLICITATION NUMBER ON THE OUTSIDE OF THE ENVELOPE. FOR

IDENTIFICATION PURPOSES, THE CONTRACTOR’S NAME AND COMPLETE

ADDRESS SHALL BE CLEARLY PRINTED OR TYPED ON THE OUTSIDE OF

THE ENVELOPE. FAXED RESPONSES WILL NOT BE ACCEPTED.

VISIT OURWEBSITE AT www.csdecatur.net

James Herndon Carmen Sulton Tracey Anderson Hans Utz Jana Johnson-Davis Chair Vice Chair Board Member Board Member Board Member

125 Electric Avenue ● Decatur. Georgia 30030 ● 404-371-3601 ● www.csdecatur.net

LB

LB

SOLICITATION NO. 24-009

INVITATION FOR BID

FOR

COPY PAPER

CITY SCHOOLS OF DECATUR

PURCHASING DEPARTMENT

ELIZABETHWILSON CENTER

125 ELECTRIC AVENUE

DECATUR, GEORGIA 30030

TABLE OF CONTENTS

FOR

COPY PAPER

TITLE PAGE NO.

TABLE OF CONTENTS…………………………………………………………………..3

BID CONDITIONS………………………………………………………………………...4

ADDITIONAL CONDITIONS……………………………………………………………9

BID SCHEDULE…………………………………………………………….…………….28

SPECIFICATIONS………………………………………………………….……………..29

BIDDER’S RESPONSE SHEET………………………………………………………….30

INSTRUCTIONS…………………………………………………………………………..31

LOCATION ACKNOWLEDGEMENT SHEET……………………….……………….32

REFERENCES……………………………………………………………….……………34

ACKNOWLEDGEMENT OF BID………………………………………….……………35

APPENDIX(S)

SECTION I – BIDS CONDITIONS

1. INTRODUCTION

a. To be entitled to consideration, sealed bids shall be presented in accordance with the following instructions

b. Offeror(s) shall submit one (1) sealed bid and one (1) flash drive to the office of the CSD Purchasing Department, 125 Electric Avenue, Decatur GA 30030. Delivery of Bids shall be submitted via hand delivery or mail (i.e., commercial carrier or U.S. Postal Service) only.

c. Bids received after the date and time specified by the time stamp used in the CSD reception will not be considered.

d. CSD reserves the right to accept or reject any or all bids and to waive minor irregularities and technicalities. The judgment of CSD on such matters shall be final.

e. The terms Bidder, Vendor, Contractor and/or Offeror are synonymous in this document and refer to the person, entity or firm that submits the bid in response to this ITB

2. GOVERNMENTAL ENTITY

a. The governmental entity, the owner, for whom the work will be executed, is City Schools of Decatur School District, Georgia (hereinafter “CSD”).

3. PREPARATION OF BIDS

a. All bids shall be printed in ink or typewritten. No erasures permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent to the error. The person signing the bid shall initial corrections in ink.

b. Specifications used are intended to be open and non-restrictive. Contractors are invited to inform the CSD Purchasing Department in writing whenever specifications or procedures appear not to be fair and open. Such information should be supplied as early in the procurement process as possible. Information received after 10:00 am Monday, April 8, 2024 will not be acted upon unless the CSD Purchasing Department rules that it is in the best interest of CSD to consider.

SECTION I - BID CONDITIONS

c. Brand names and numbers when provided in solicitations are for reference to establish a quality standard. Any reference to a brand name shall not be construed as restricting to that manufacturer (unless “no substitutes” is stated). Bids on equal items will be considered, provided the bid clearly describes the article offered and is equal or better in quality and function and fully compatible with this requirement.

d. By submitting a bid, the Contractor warrants that any goods supplied to CSD meet or exceed specifications set forth in this solicitation.

e. The CSD Purchasing Department will be the sole judge in making the determination as to the quality and the appropriateness of the services proposed as well as the responsiveness and responsibility of the bidder. Bid on each item separately. Prices shall be stated in units specified in the solicitation..

f. If any supplies, materials, and equipment are provided to CSD under this solicitation, then such items shall be new and in first-class condition unless the solicitation specifically allows offers of used, reconditioned, or remanufactured items. If newly manufactured products are specified, such products shall be of recent origin and not previously used. No equipment of any type is acceptable if serial numbers or any other manufacturer’s identification labels or marks have been removed, obliterated, or changed in any way. A Contractor delivering any such equipment to CSD will be deemed to have breached the contract, and appropriate action will be taken by the CSD Purchasing Department.

g. Time of delivery is a part of the solicitation and an element of the contract that is to be awarded. If the bidder cannot meet the required delivery date, a bid should not be submitted. Time shall be stated in “calendar” days. Failure to deliver in accordance with the contract awarded could result in the Contractor being declared in default.

h. Bids shall be signed by an authorized officer of the company.

i. Alternative bid schedules in lieu of the bid schedule will not be accepted.

4. FAILURE TO BID

If a bid is not submitted, the solicitation is to be returned marked “no bid”. Failure to provide a bid or “no bid” may result in the company being removed from the CSD mailing list.

5. TAXES

CSD is exempt from all state sales tax and Federal Excise Tax. These taxes should not be included in bids. However, in the event state or federal law for the services or products outlined in this bid requires taxes, such taxes shall be the sole responsibility of the Contractor unless otherwise stated in writing and agreed to by CSD.

6. CHARGES AND EXTRAS

Bids are to be firm net prices, F.O.B. destination to include all charges for delivery, unloading, placing in our buildings as directed by the authorities in the buildings, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, costs of bonds and any other cost. All pricing must remain form for each year the contract is in effect.

7. ADDENDA

No oral interpretations will be made as to the meaning of any part of the solicitation documents. Interpretations will be made by addenda only. The CSD will not be responsible for any other interpretations or explanations.

Any addenda issued in writing during the time of solicitation shall be included in the bid, and each will be incorporated in the subsequent contract.

If any person or firm contemplates submitting a bid and is in doubt as to the meaning of any part of the solicitation documents, they may submit a written request to the Purchasing Department for interpretation via email at csdpurcahsing@csdecatur.net.

8. ADDITIONAL TERMS

CSD shall not be bound by any terms and conditions included in any bidder’s packaging, service catalog, brochure, technical data sheet or other document which attempts to impose any conditions at variance with or in addition to the terms and conditions contained in this solicitation, the CSD’ purchase order related to this solicitation or contract. CSD does not accept any terms or conditions from Contractor contracts on bids.

9. REVISIONS ORWITHDRAWALS OF A BID

A bid may be revised or withdrawn by the bidder prior to the bid opening date with the permission of the CSD Purchasing Department. Request to withdraw a bid, alongwith support documentation, will be made in writing to the CSD Purchasing Department. After the bid opening, the CSD Purchasing Department, at its sole discretion, will permit withdrawal only when the best interest of CSD would be served. Generally, withdrawal will only be allowed in cases where there has been an honest mistake made in preparing the bid not resulting from negligence and the mistake is clearly ascertainable. If withdrawal is allowed. CSD reserves the right to determine that the Contractor is chronically not responsible.

10. FUNDS

Awards will be made at the option of CSD, to the lowest priced, responsive and responsible bidder or bidders meeting specification within appropriated funds available.

11. BID SCHEDULE

Bid prices shall be submitted on the Solicitation Bid Schedule furnishes by the CSD Purchasing Department. All related correspondence containing information required by solicitation documents shall be attached to said schedule.

Bidders shall bid on all alternates shown on the Bid Schedule. The acceptance of any or alternates will be at the discretion of CSD with no reference to numerical sequence. Any alterations/modifications to the bid schedule may deem the bid non-responsive.

12. EXAMINATION OF SOLICITATION DOCUMENTS

Bidders are notified that they must thoroughly examine solicitation documents which may include: Cover Sheet, Table of Contents, Advertisement, Bid Conditions, Specifications, Bid Schedule, together with Addenda thereto issued prior to the receipt of solicitation.

13. COMPLIANCEWITH LAWS

All goods and/or services furnished shall comply with all applicable Federal, State and Local laws, codes, rules, ordinances and regulations, including but not limited to all CSD policies, procedures, operating guidelines and/or regulations including but not limited to those pertaining in any way to the privacy, confidentiality, security, management, and disclosure of CSD data, including student data and personnel information. This solicitation and any contract arising out of the solicitation shall be interpreted under the laws of the State of Georgia. All bidders shall include a notarized affidavit stating with specificity any “trade secret” as that term is defined in O.C.G.A. § 10-1-761 to protect such confidential information from being automatically released under The Open Records Act (O.C.G.A. § 50-18-70 et. seq.), specifically O.C.G.A. § 50-18-72(a)(34). Jurisdiction and venue of any action relating to the interpretation and enforcement of this Agreement shall be proper only in the Superior or State Courts of DeKalb County, or in the U.S. District Court, Northern District, and Atlanta Division. This section is not subject to the “Exceptions and Proposed Contract Modifications” as outlined in Section I, Paragraph 11, above.

14. PROTESTS

Protests dealing with the specification or the solicitation shall be filed not later than three

(3) Working days prior to the bids opening date. Other protests shall be filed not later than three (3) working days after bids opening date, or if the protest is based on subsequent action of CSD, not later than three (3) working days after the aggrieved person knows or should have knowledge of the facts given rise to the protest. Protests are considered filed when received by the Purchasing Department. Protests that are not filed in a timely manner, as set forth above will not be considered. Contractor agrees to pay for CSD’s reasonable attorney’s fee and expenses of litigation for any protest arising out of this solicitation in which CSD is a prevailing party. Only Contractors who participated in the solicitation are eligible to protest.

15. PURCHASING POLICY AND OPERATING GUIDELINES

The CSD Purchasing Policy and Operating Guidelines DJE and Regulations are incorporated into this solicitation (and, therefore, any contract awarded as the result of this solicitation) by reference. By participation in this solicitation an Offeror, potential Offeror, or Contractor agrees to be bound by the CSD Purchasing Policy and Operating Guidelines DJE and Regulations on any issue or action related to this solicitation or subsequent contract resulting from this solicitation.

SECTION II – ADDITIONAL CONDITIONS

1. BIDDER QUALIFICATION

CSD, before contract award, may require bidders to document that they are “responsible” bidders to the complete satisfaction of CSD. Bidders may this be required to show that they have the necessary facilities, are property registered and licensed to perform the work specified herein, have the technical ability and financial resources to execute the work in a satisfactory manner, and within the time specified: that they have had experience in work of a similar nature: and that they have past history and references which will verify their qualifications for executing the work. CSD shall have the absolute right to determine Contractor responsibility and responsiveness to these requirements and any other requirements under this solicitation. CSD has the right to request at any time documentation relating to the contractor’s qualifications. The Contractor’s failure to provide such documentation or appropriate documentation will result in the Contractor being determined to be not responsive or not responsible, or both.

2. CONTRACT LETTER

The contract award letter or establishing purchase order prepared and mailed by CSD, or otherwise furnished, to the selected Offeror within the time for acceptance specified, results in a binding contract without further action by either party. The contract award letter and any of its terms and conditions are a part of this contract. The contract shall consist of this solicitation and any addendum thereto, the Offeror’s bids (as amended by a best and final offer if called for) and the contract award letter or establishing purchase order and supersede all other prior or contemporaneous communications between the parties (whether written or oral), and all other communications relating to the subject matter of the award letter which are not included in or otherwise expressly incorporated into this contract. Unless specifically deleted in writing by addendum or amendment to one of the aforementioned documents of the contract by the Purchasing Department all terms and conditions of CSD contract documents shall be in effect and shall govern if in conflict with any term or condition otherwise presented.

3. TIE BIDS

In the purchase of supplies or services by CSD, prices and quality being equal, the tie will be resolved by a coin toss in a public forum.

SECTION II - ADDITIONAL CONDITIONS

4. REJECTION OF A BID

a. Failure to observe these instructions and conditions will constitute grounds for rejection of a bid or removal from the list of bidders.

b. Bids will be rejected if:

1. The bid fails to include all appropriate elements of all addenda issues to the solicitation.

2. The bid contains terms and conditions, which are in conflict with the solicitation or CSD regulations, or that otherwise , may be construed as qualifying the bid.

3. The bid does not meet the terms and conditions of this solicitation or imposes terms and conditions not acceptable to CSD.

4. The bidder’s acceptance period is less than the required acceptance period in the solicitation.

5. The bidder fails to submit requested documents, including but not limited to any licenses, certificates, bonds, or insurance policies, within the time specified by CSD.

6. The bid contains a minimum order/ship quantity or dollar value (unless called for in the solicitation).

7. The bid contains a prepayment and/or progress payment requirement (unless called for in the solicitation).

8. The bid contains provisions for late charges whether designated as interest charges or otherwise.

5. AWARD

A contract will be awarded to the lowest, responsive, and responsible bidder(s) meeting specifications within appropriated funds available and complying with all applicable requirements. Unless the solicitation gives notice of an all or none award, CSD may accept any item or group of items of any bid, whichever is in the best interest of CSD.

Contractors are that their bids are subject to acceptance at any time within ninety (90) days after opening, unless otherwise stipulated in the solicitation . Finally, it is within CSD’ sole discretion to terminate this agreement, to not renew a Contractor or to not make an award to a Contractor who is determined to be not responsible or not responsive.

None of the foregoing limits any other discretion that CSD has in relation to its solicitation process.

6. CONFLICTS IN TERMS AND CONDITIONS

In a conflict between terms and conditions in any document that will be part of the contract, CSD terms and conditions shall govern.

7. INSURANCE

When the responsive and responsible Bidder has been identified, he or she will be notified of the necessity to provide required insurance. Proof of insurance shall be provided within five (5) days of the date of written notification to the Bidder. Providing proof of and maintaining the insurance coverage indicated below will be reviewed as part of the Bidder’s qualifications, including but not limited to whether the Bidder is responsive or responsible.

Bidder shall maintain at its sole cost and expense such insurance as will fully protect it and CSD and CSD’s Board, officials, directors, officers, employees, agents and volunteers from all incidents, accidents and claims for any injury, damage or liability which may arise from services and work and for the Bidder’s professional liability (errors and omissions) under this submittal and Contract, whether the Offeror, by any subcontractor or any tier directly employed or retained by, performs such services and work.

A. The following general requirements apply to all work under this Contract by all Offeror and subcontractors of any tier.

1) All insurance required by this Contract shall be maintained during the entire length of this Contract, including any extensions thereto, until all work has been completed to the satisfaction of CSD, and for three (3) years thereafter. Any insurance must be on an occurrence basis. Professional Liability may be on a claims- made basis.

No Offeror or subcontractor shall commence any work of any kind under this contract until they have complied with all insurance requirements.

2) CSD shall be covered as an Additional Insured under all insurance required by the Contract documents excluding Workers’ Compensation & Employers Liability Insurance, and Professional Liability. The Workers’ Compensation & Employers Liability Insurance policy shall contain a waiver of subrogation in favor of CSD.

Confirmation of this requirement shall appear on all Certificates of Insurance and endorsements and on all applicable policies. In addition to the Certificate of Insurance, the Offeror shall provide the Additional Insured Endorsement. The Offeror acknowledges that Additional Insured status and waiver of subrogation for CSD is a material term of the solicitation, and the Offeror agrees to provide any endorsements to any insurance policies reflecting CSD status as an Additional Insured within thirty (30) days of the request. Failure to provide any requested insurance documentation in accordance with this solicitation will result in the Offeror being determined to be not responsive. The Offeror to CSD Purchasing

Department shall file certificates of Insurance indicating that such coverage is in force under this Contact. Further, if the Offeror fails to procure any of the requested insurance required under this solicitation or make the City Schools of

Decatur School District an Additional Insured under the applicable policies, then the Offeror will be determined to be not responsive.

3) CSD shall be given not less than thirty (30) days’ prior written notice of the cancellation or material change of any insurance required by the Contract documents.

4) Each and every insurance agent shall warrant, when executing the certificate of insurance, that they are acting as an authorized representative on behalf of the companies providing coverage to the Contract as required by the contract document and that he/she is licensed by the State of Georgia to conduct business in the State of Georgia and that the companies providing insurance coverage to the Bidder 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 companies providing insurance required by the Contract documents shall meet or exceed the minimum financial security requirements as set forth below.

For all Contracts, regardless of risk, companies providing insurance required by the Contract Documents shall have a current:

a. Best’s Rating of not less than A

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

6) In the event the Offeror neglects, refuses, or fails to provide the insurance required by the Contract documents, or if such insurance is canceled for any reason, CSD 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 Offeror or CSD shall have the right to terminate or non-renew the Contract.

B. Workers’ Compensation and Employer’s Liability Insurance

The Offeror shall procure and maintain Workers’ Compensation and Employer’s Liability Insurance in the following limits. Such insurance is to cover each employee who is or may be engaged in work under this Contract. In addition to the below, Workers’ Compensation Insurance must be in compliance with the applicable Workers’ Compensation Act(s) of the state(s) wherein the work is to be performed or where jurisdiction could apply in amounts required by statutes.

Offeror acknowledges that City Schools of Decatur does not provide nor is legally liable for Offeror workers’ injuries including death and is not required to provide Workers’ Compensation to any Contractor, subcontractor or any tier. Offeror also acknowledges that he/she is responsible for its employees and to the Georgia Workers’ Compensation

Act.

Workers’ Compensation Statutory

Employer’s Liability Bodily Injury by Accident $1,000,000 each accident Bodily Injury by Disease Bodily Injury by Disease

$1,000,000 each employee $1,000,000 policy limit

C. Commercial General Liability Insurance

The Offeror shall procure and maintain Commercial General Liability Insurance in an amount not less than $1,000,000 each occurrence and $2,000,000 policy aggregate, including contractual liability insurance, product and completed operations, personal injury, bodily injury, physical abuse, sexual misconduct and sexual molestation, property damage and advertising injury, and any other type of liability for which this Contract applies. These are the minimum insurance coverage and limits that the Offeror shall maintain. If the Offeror maintains broader coverage or higher limits than the minimums shown above, CSD requires and shall be entitled to all coverage and for higher limits Maintained by the Offeror. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CSD.

This coverage shall cover the use of all equipment, hoists, and vehicles on the site(s) not covered by Automobile Liability under this contract. Policy coverage must be on an “occurrence” form.

D. Automobile Liability Insurance

The Offeror shall procure and maintain Automobile Liability Insurance with limits of liability of not less than $3,000,000 per accident, for bodily injury and property damage, if vehicles are to be used in the delivery of or in the completion of services and work.

Insurance shall include all owned, non-owned and hired vehicle liability.

If the Offeror does not own any vehicles in the corporate name, non-owned vehicles coverage shall apply and must be endorsed on either the Offeror’s personal automobile policy or the Commercial General Liability coverage required under this Contract.

E. Umbrella Liability Insurance

The Offeror shall procure and maintain Umbrella Insurance with limits of liability excess of Employer’s Liability Insurance, Commercial General Liability Insurance and Automobile Liability Insurance with limits not less than $3,000,000.

F. Professional Liability (Errors and Omissions) (if applicable)

The Offeror shall procure and maintain during the life of the Contract, Professional Liability Insurance (all certified / licensed professionals) coverage with limits of not less than $3,000,000 per occurrence or claim / $3,000,000 policy aggregate, including coverage for Errors and Omissions caused by Offeror’s negligence in the performance of its duties under this Contract. The policy shall include Independent Contractors providing professional services on behalf of the Offeror. Liability under a contract of professional services must be covered. Further, coverage shall be afforded for fraudulent acts, misappropriation of trade secrets, personal injury, regulatory actions, wrongful acts, contractual liability, privacy policy, and insured versus insured. Offeror shall ensure that coverage under this policy continues for a period of thirty-six (36) months after completion of services.

G. Cyber Liability Insurance

With limits not less than $3,000,000 per occurrence or claim, $3,000,000 aggregate.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in the contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach Response costs, regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

H. Property Insurance

Offeror assumes sole responsibility for loss or damage to its property and hereby releases CSD and CSD’s boards, officials, directors, officers, employees, agents, and volunteers from loss or damage to Offeror, its agent, representatives, employees, or by any subcontractor for property including tools, equipment, goods, machinery, materials and supplies.

I. Primary and Noncontributory Coverage

For all claim(s), the Offeror’s insurance shall be primary, excess, contingent or on any other basis. Any insurance or self-insurance maintained by CSD shall be non-contributory.

J. Health Insurance

The Offeror agrees that any obligation to provide health insurance to the individuals utilized by the Contractor shall be the sole and exclusive responsibility of the Offeror.

K. Other Insurance Provisions

The aforementioned insurance policies shall contain or be endorsed to contain, the following provisions:

SECTION II - ADDITIONAL CONDITIONS

1. A provision that coverage afforded under such policies shall not expire, be canceled or altered without at least forty-five (45) day prior written notice to

CSD.

2. Commercial General Liability, Automobile Liability, Umbrella Liability insurance policies shall include an endorsement making CSD and CSD’s boards, officials, directors, officers, employees, agents, and volunteers Additional Insureds under such policies.

3. Workers’ Compensation and Employer’s Liability and Property insurance policies shall contain a waiver of subrogation in favor of CSD, its appointed and elected officials, departments, agencies, boards, commissions, its officers, agents, employees and volunteers.

4. The Offeror to CSD shall file certificates of Insurance showing that such coverage is in force under this Contract to: Purchasing Dept., 125 Electric Avenue, Decatur, GA 30030. Certificates must include RFP, RFQ, Bid, or Contract number and Project name.

L. Claims-Made Policies

If Offerors’ Professional (Errors and Omissions) Liability Insurance is written on a claims-made coverage form:

a. The retroactive date must be shown on the Certificate of Insurance, and this date must be before the execution date of Contract or the beginning of Contract work.

b. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of Contract work.

c. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the Contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of three (3) years after completion of contract work.

d. A copy of the claims reporting requirements must be submitted to CSD for review, if/when requested.

M. Certificates of Insurance and Verification of Insurance Coverage

Offeror shall furnish CSD with original Certificates of Insurance, Additional Insured, Waiver of Subrogation, and Amendatory Endorsements. All certificates and endorsements are to be received and approved by CSD Purchasing Department before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Offeror’s obligation to provide them. CSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

N. Subcontractors

Offeror shall require and verify that all subcontractors maintain insurance and coverage requirements meeting all the requirements stated herein.

O. Non-Limitation on the Offeror’s Liability

The obligations for the Offeror to procure and maintain insurance shall not be construed to waive or restrict other obligations and it is understood that insurance in no way limits liability of the Offeror, whether or not it is covered by insurance.

P. Special Risk or Circumstances

CSD reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

8. HOLD HARMLESS AGREEMENT

The Bidder shall Hold Harmless and indemnify CSD, its past, future and current Board of Education, and its past, future, and current employees, agents, volunteers or assignees (“CSD Indemnitees”) from any and all claims, suits, actions, damages, liability and expenses including attorney fees in connection with (a) claims, demands, or lawsuits that, with respect to any products or services provided by Bidder or Bidder's subcontractor, allege product liability, strict product liability, or any variation thereof; (b) any alleged infringement of any copyright, trademark, patent, trade dress, or other intellectual property right with respect to any products, services, or intellectual property or any parts thereof provided by Contractor or any subcontractor; (c) the failure of the Bidder or Bidder's subcontractor to comply with Privacy Laws; (d) the loss, misappropriation or other unauthorized disclosure of data by Bidder or Bidder's subcontractor; (e) any security breach involving data in Bidder’s or Bidder's subcontractor's possession, custody or control, or for which Bidder or Bidder's subcontractor accesses or is otherwise responsible; (f) loss of life, bodily or personal injury or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of, or occurring in connection with the performance of this contract which is the result of the Bidder’s action(s) or inaction(s), or which are the result of any subcontractor’s action(s) or inaction(s) who is hired or retained by the Bidder; (g) any other claim, demand, or lawsuit arising out of or in any way related to goods or services under this bid (collectively the "Obligations") and (h) any claim demand or lawsuit alleging breach of fiduciary duty or breach of contract arising out of the services provided under this contract. The Bidder’s Obligations shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion of omission from any policy of insurance. In the event the Obligations directly arise from the gross negligence or willful misconduct of any CSD Indemnitees, then Bidder's Obligations shall be reduced by the proportional fault of the CSD Indemnitees

SECTION II - ADDITIONAL CONDITIONS

1. ASSIGNMENT

By the submission of these bids, the Offeror agrees not to assign the contract or purchase order to others unless specifically authorized in advance in writing by the CSD Purchasing Department.

2. COST OF INSPECTION OR TESTING

Cost of inspection or testing of products or materials delivered under an awarded contract which do not meet specifications shall be paid by the Contractor.

3. PAYMENT

The Contractor shall invoice CSD on a monthly basis or 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 the date of delivery or the receipt of satisfactory invoice in triplicate, whichever occurs last. All invoices shall show contract number, work performed and period of work performance.

4. TERMINATION FOR DEFAULT:

a. In the event any property or service to be furnished by the Contractor under a contract or purchase order should for any reason not conform to the specifications contained herein or to the sample submitted by the Contractor with his bids, CSD may reject the property or service and may terminate the contract for default.

Prior to a termination for default, a Contractor will be given the opportunity to respond to a “cure notice” and/or a “show cause notice”. In either case, the Contractor will be expected to either correct the offending situation or provide an acceptable plan and time for correction within five (5) days of receipt or refusal of either notice. Failure to do so will be cause for termination.

In such an event with specific instructions by the Purchasing Department, the Contractor shall immediately remove the property without expense to CSD and replace all rejected property with such property or services conforming to the specifications or samples.

Notwithstanding the foregoing, CSD reserves the right to terminate the contract immediately upon written notice to Contractor, without first providing an opportunity to cure, in the event of a default by Contractor constituting an immediate threat to health, safety, student data privacy, property, and/or involving illegal activity.

b. If the contract is terminated for default, CSD may procure such property or services from other sources and shall have the absolute right to deduct from any monies due the Contractor or that may thereafter become due to the Contractor.

c. Failure by a Contractor to perform on delivery of goods or services as specified may also result in the removal of the Contractor from doing business with CSD for a period of up to one (1) year and CSD reserves the right to determine that the Contractor is chronically not responsible.

5. TERMINATION FOR CONVENIENCE

CSD reserves the right to terminate for convenience, at any time for any reason with no penalty, any contract awarded through this solicitation by providing the Contractor with thirty (30) days written notice.

6. PERMITS, TAXES, LICENSES, BONDS, ORDINANCES, AND AGREEMENTS

The Contractor shall, at his own expense, obtain all necessary licenses, permits and bonds; give all notices, pay all license fees and taxes, and comply with all applicable local, State and Federal Laws, ordinances, rules and regulations. The Contractor shall maintain the licenses, permits and bonds required in a status after award and throughout the course of the contract.

The Contractor shall agree that in the performance of the contract, they shall comply with all local agreements, which they have made with any association union or other entity with respect to wages, salaries and working conditions, so as not to cause inconvenience, picketing or work stoppage.

7. NON-APPROPRIATION

Notwithstanding any other provision of this agreement, the parties hereto agree that the charges hereunder are payable to the Contractor by CSD solely from appropriations received by CSD. In the event such appropriations are determined in the sole discretion of the Chief Financial Officer of CSD no longer exist or to be insufficient with respect to the charges payable hereunder, this agreement shall terminate without further obligation of CSD (hereinafter referred to as “Event”) in accordance and as set forth in O.C.G.A. § 20-2-506(b)(2). In such Event, the Chief Financial Officer of CSD shall certify to the Contractor the occurrence thereof, and such certification shall be conclusive.

In the event of CSD certification, CSD agrees not to replace, before the end of the fiscal year in which the Event occurs or before the expiration of this agreement, whichever occurs first, the equipment and/or services covered hereunder with equipment and/or services obtained from another Contractor at the same or higher annual cost to CSD.

8. PROGRESS REPORTS

When requested by CSD, the Contractor shall furnish such reports as required.

9. INDEPENDENT CONTRACTOR STATUS

Contractor agrees that it is an independent contractor and CSD is not responsible for the payment of any salaries, taxes, benefits or other costs associated with the employment of Contractor’s employees under this Agreement. CSD is not responsible or liable for the hiring, termination, or discipline of Contractor’s employees.

If there are allegations of misconduct involving one or more of Contractor’s employees connected to any work under this Agreement, CSD reserves the right to require the Contractor to promptly remove any of Contractor’s employees from CSD’ premises pending the resolution of the employee misconduct. Contractor agrees to promptly comply with any such request from CSD and to cooperate in any investigation with CSD. The failure to cooperate with CSD may result in the termination of the agreement or non-renewal of any agreement with the Contractor, which will be determined by CSD’ sole discretion.

10. FORCE MAJEURE

Neither CSD nor Contractor shall be responsible for any delay or failure of any other obligations hereunder due to any occurrences commonly known as force majeure, including but not limited to, acts of God, war, acts of terror, labor disputes, strikes, lockouts, civil commotion, or acts of government or government agency or officers.

SECTION III – OTHER

1. NON-DISCRIMINATION

The Contractor, by the submission of a bids or the acceptance of an order or contract, does agree in providing the goods and services covered under the bids or contract not to discriminate in any way against any person or persons or refuse employment of any person or persons on account of race, color, religion, age, disability, national origin, sex, or any other legally protected status.

2. CSD NON-DISCRIMINATION

CSD does not discriminate based on race, color, religion, sex, national origin, age, disability, or any legally protected status in any of its employment practices, education programs, services or activities.

3. MINORITY AND FEMALE BUSINESS ENTERPRISES

It is the intent of CSD to assure that Minority Business Enterprises (MBE) and Female Business Enterprises (FBE) have an equal opportunity to participate in CSD Purchasing requirements.

4. DRUG-FREE WORKPLACE

By submission of a bids, the Offeror certifies that he/she will not engage in the unlawful manufacture, sale distribution, dispensation, possession, or use of a controlled substance or drug during the performance of the contract and that a drug-free workplace will be provided for the Contractor’s employees during the performance of the contract. The Offeror also certifies that he will secure from any subcontractor who works on the contract, written certification of the same drug free workplace requirements. False certification or violation by failing to carry out requirements of O.C.G.A. § 50-24-3 may cause suspension, termination of contract, or debarment of such Offeror.

5. CERTIFICATION OF NON-COLLUSION

By submitting a bid, the Offeror certifies, “that this bid is made without prior understanding, agreement, or connection with any corporation firm, or person submitting a bids for the same materials, supplies, or equipment, and is in all respects fair and without collusion or fraud. That collusive pricing is understood to be a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards.”

6. AUTHORIZED OFFICIAL

It is agreed that all conditions of the bids shall be abided and that the person signing this bids is authorized to sign the bids for the Offeror.

SECTION III - OTHER

7. SOLICITATION TERMINATION

In any event, in which this solicitation is terminated or canceled, in whole or in part, or all Bids are rejected, there shall be no liability on the part of CSD for any costs incurred by Offerors or potential Offerors in relation to the solicitation.

8. RIGHTS AND REMEDIES

The rights and remedies of CSD provided above shall not be exclusive and are in addition to any other rights and remedies provided by Federal law, Georgia law or under the contract.

9. GOVERNING LAW

This solicitation and any contract arising out of the solicitation shall be interpreted under, governed by and construed in accordance with the laws of the State of Georgia applicable to contracts made and performed in such state. Jurisdiction and venue of any action relating to the interpretation and enforcement of this Agreement shall be proper only in the Superior or State Courts of the City School of Decatur, or in the U.S. District Court, Northern District, and Atlanta Division. Offeror consents to the exclusive jurisdiction of the state and/or federal courts of the State of Georgia, in the City School of Decatur and to the personal jurisdiction of such courts and waives any objections Offeror may now or hereafter have based on the venue.

10. CONFIDENTIALITY, PRIVACY, AND SECURITY

The Offeror's employees, agents and subcontractors may have access to or become aware of CSD’s confidential information including without limitation CSD’s strategic plans, employee data, student data, and other such information of CSD (collectively referred to as “CSD Data”). Offeror shall presume that all information received pursuant to the contract or in the course of fulfilling Offeror's responsibilities under the contract is confidential information unless otherwise expressly designated by CSD. Should Offeror receive CSD Data as part of its services, Offeror must preserve and protect the confidentiality of CSD Data and prevent unauthorized disclosure and use of CSD Data, as required by this Agreement and state and federal law. Offeror will only use CSD Data for the purposes of the services contemplated in this bids. CSD Data shall not Constitute that information that is already public, has been completely and thoroughly anonymized or identified, or anonymous usage data regarding a student’s use of Offeror’s products or services. These terms and conditions apply to any Offeror that receives, uses, maintains, accesses, or stores CSD Data.

i) Legal Compliance. Offeror represents and warrants that it will comply and assist CSD in compliance, in all material respects, with federal and state laws and regulations regarding privacy of information and confidentiality of student educational records, including, without limitation, the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C § 1232g, the Protection of Pupil Rights Amendment (“PPRA”), 20 U.S.C. § 1232h, the Children's Online Privacy Protection Act (“COPPA”), 15 U.S.C. § 6501, and the Georgia Student Data Privacy, Accessibility, and Transparency Act (O.C.G.A. §§ 20-2-660 et seq.)

(“SDA”).

ii) Offeror as School Official. To the extent Offeror has a legitimate educational interest in student educational records and information and must access, maintain, or use such records and information in order to provide services to or on behalf of CSD and its employees, agents, teachers, and students, CSD designates Offeror a “school official” within the meaning of FERPA. Offeror will be under the direct control of CSD with respect to the use and maintenance of personally identifiable information and education records, as those terms are defined by FERPA, and Offeror may use personally identifiable information and education records only for the purpose of performing its obligations under this Agreement and as authorized by the state and federal laws referred to in ii) Legal Compliance cited above.

iii) Offeror as Operator. Offeror shall comply with the SDA to the extent Offeror is an “operator” as defined by the SDA. Specifically, Offeror shall not: (1) use student data to engage in behaviorally targeted advertising based on any student data and state-assigned student identifiers or other persistent unique identifiers that Offeror has acquired because of a student’s use of Offeror’s website, service, or application; (2) use information created or gathered by Offeror’s website, service, or application to amass a profile about a student except in furtherance of K-12 school purposes; (3) sell a student’s data except as authorized by O.C.G.A. § 20-2-666; or, (4) disclose student personally identifiable data without explicit written or electronic consent from the student over the age of 13 or a student’s parent or guardian, given in response to clear and conspicuous notice of the activity, unless disclosure is made for a purpose authorized under O.C.G.A. § 20-2-666.

iv) Security or Data Breach. Offeror shall give prompt written notice to CSD within ten

(10) days of any security breach that may or does affect CSD Data or of any unauthorized use or disclosure of CSD Data. Offeror shall assist CSD in remedying each unauthorized use or disclosure at Offeror's expense. Such notice shall include, at a minimum, the following information: 1) A list of the types of CSD Data that were or are reasonably believed to have been the subject of a breach; 2) the date or estimated date of the breach, if known; 3) whether law enforcement has been engaged; 4) a description of the breach incident; and 5) provide validation on the current state or containment of the data breach.

v) Data Ownership. All CSD Data as well as other documents, data, and information provided to the Offeror by CSD is and will remain the property of CSD to the extent that it was the property of CSD at the time it was provided to the Offeror.

vi) Disclosure of CSD Data and Confidential Information. Offeror shall not disclose CSD Data unless the disclosure is necessary for Offeror to provide the products and/or services under this Agreement and the disclosure is made to Offeror’s contractor, subcontractor, processor, or sub processor that Offeror holds to the same or substantially similar requirements for data privacy, use, and security as contained in this Agreement.

vii) Data Destruction or Return. All CSD Data shall be returned to CSD by the Offeror, without charge, within ten (10) business days of the completion of the services under this bids in a usable format unless CSD requests otherwise or it is prohibited by law, regulation, or professional standards. Offeror shall destroy, dispose of, and/or delete all CSD Data, including, but not limited to, student education records and personally identifiable information transmitted to Offeror under this Agreement within forty-five (45) days after the termination of this Agreement or after it ceases to provide services to CSD. Offeror shall destroy CSD Data in accordance with acceptable industry standards for secure and comprehensive destruction of sensitive data. If requested by CSD, an officer of the Offeror will certify in writing that all CSD Data and all copies thereof have been delivered to CSD or destroyed.

viii) Review of Third Party Audits and Reports. Upon request by CSD, Offeror shall provide a copy of its most recent Statement on Standards for Attestation Engagements (“SSAE”) No. 18 audit, SOC2 audit report, or equivalent audit of any data center security controls in which CSD Data is stored.

ix) Encryption. All CSD Data stored by Offeror shall be protected with a data-at-rest encryption product utilizing a validated FIPS 140-2 Cryptographic Module with AES 256 standard or higher, or whatever the industry standards for encryption are at that time, if better.

All CSD Data transmitted by Offeror and/or its contractors, subcontractors, processors, and sub processors will be protected with a TLS 1.2 or higher transmission encryption that complies, as appropriate, with NIST Special Publications 800-77, Guide to IPsec VPNs; or 800-113, Guide to SSL VPNs, or others that are Federal Information Processing Standards (FIPS) 140-2 validated.

x) cure Socket Layer (“SSL”), or equivalent technology shall be employed to protect CSD Data from unauthorized access. The service security measures shall include server authentication and data encryption. Offeror shall host CSD Data in an environment using a firewall that is periodically updated according to industry standards.

xi) Patch Requirements. Offeror must have a documented patch management and distribution process that ensures security patches are applied to all systems (to include servers, laptops, workstations) that process and/or store CSD Data.

xii) Audit Trail.