RFP 024-22 Solicitation

DocuSign Envelope ID: 07AA8B88-6CDA-48DB-9826-F864F6957289

REQUEST FOR PROPOSALS

RFP NO. 024-22

SCULPTURE DESIGN SERVICES

CLAYTON COUNTY PUBLIC SCHOOLS

DR. MORCEASE J. BEASLEY EMMA BENTON

Superintendent of Schools Chief of Finance

Debra B. Brewer, Esq., CPPO Director

Department of Purchasing 218 Stockbridge Road, Jonesboro, Georgia, 30236

Proposal Submission Deadline:

June 13, 2022

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

SCHEDULE OF EVENTS

EVENT DATE OR DEADLINE

Eastern Standard Time (EST)

RFP Release May 23, 2022

Pre-Proposal Conference via Zoom ID # 936 9956 6967

May 31, 2022 @ 10:00 a.m.

Site Visit May 31, 2022 @ 2:00 p.m.

CCPS Performing Arts Center 2530 Mt. Zion Parkway, Jonesboro, Georgia, 30236

Deadline for Submission of Questions June 2, 2022 @ 3:00 p.m.

Submit questions to:

purchasing@clayton.k12.ga.us

Answers Posted to Website by Addendum June 8, 2022 @ 3:00 p.m.

RFP Submission Deadline June 13, 2022 3:00 p.m.

Proposal Opening via Zoom

ID # 923 0148 0360

June 13, 2022 3:01 p.m.

Oral Presentations/Interviews or Demonstrations, if necessary

June 27 – July 1, 2022

Procurement Representative Jenel McMillian

PROPOSAL SUBMISSION FORM

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

Company Name:

Mailing Address:

(Street, City, State, Zip Code)

Email Address:

Phone Number:

Fax Number:

Social Security or Tax ID#:

Name of Authorized Representative:(printed or typed only)

Title of Authorized Representative:

Signature of Authorized Representative:

Date of Signature:

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TABLE OF CONTENTS

DESCRIPTION BEGINNING PAGE

Information and Instructions to Proponents 4

Submission of Proposals 7

General Information 10

Introduction 10 Background 10

Objectives 10

Intent to Award 10 Term of Agreement 10

Scope of Services 11

Minimum Requirements 11

Qualifications 12

Evaluation Process 12

CCPS Standard Draft Agreement 13

Required Form Submittals 13

Appendices

A. Code of Ethics B. General Terms and Conditions C. Required Forms

Attachments

A. Cost Proposal Form B. CCPS Standard Draft Agreement

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RFP 024-22

A. INFORMATION AND INSTRUCTIONS TO PROPONENTS

1. Services Required: This Request for Proposals (“RFP”) is to solicit proposals from qualified Proponents to provide a Sculpture Design for Clayton County Public

Schools (“CCPS” or “District”) Performing Arts Center. A detailed Scope of Services

(“SOS”) is set forth in this RFP.

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

3. Minimum Qualifications: Each Proponent shall have the minimum qualifications set forth in the RFP.

4. Criminal Background Check: By submitting a Proposal in reference to this solicitation, the Proponent acknowledges that a satisfactory criminal background check and history may be required for anyone coming into direct or indirect contact with CCPS students at no cost to CCPS.

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

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

6. Business License: The Proponent is requested to submit a copy of its current, valid business license with its submittal. If the Proponent is a Georgia corporation, Proponent is requested to submit a valid county or city business license. If

Proponent is a joint venture, Proponent is requested to submit valid business licenses for each member of the joint venture. If the Proponent is not a Georgia corporation, Proponent is requested to submit a Certificate of Authority to Transact

Business in the State of Georgia and a copy of its current, valid business license issued by its home jurisdiction.

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

8. Codes, Permits, Fees, Licenses and Laws: All permits, fees, arrangements for inspections, licenses, and costs incurred for the same shall be the sole responsibility of the successful Respondent. All services, labor, and materials must

RFP 024-22 Sculpture Design Services Page 4 of 58 comply with all applicable rules and regulations of local, state and/or national codes, laws and ordinances of all authorities having jurisdiction over the project, which shall apply to the contract throughout and will be deemed to be included in the contract the same as though herein written out in full.

9. No Offer by CCPS and Firm Offer by Proponent: This solicitation does not constitute an offer by CCPS to enter into an agreement and cannot be accepted by any Proponent to form an Agreement. This solicitation is only an invitation for offers from interested Respondents and no offer shall bind CCPS. A Respondent’s offer is a firm offer and may not be withdrawn except as provided in this RFP, CCPS

Purchasing Policies and Procedures and other applicable law.

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

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

[O.C.G.A. § 10-1-760 et seq.]”.

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

Illegal Immigration Reform and Enforcement Act of 2011 (“Act”), formerly known as the Georgia Security and Immigration Compliance Act. Pursuant to Act, the

Proponent must provide with its submittal proof of its registration with and continuing and future participation in the E-Verify Program established by the United States

Department of Homeland Security. Completed Contractor Affidavit, Illegal

Immigration Reform and Enforcement Act Forms must be submitted with the

Proposal at the time of submission. Under State Law, the CCPS cannot consider any Proposal which does not include the completed forms. Where the business structure of a Proponent is such that Proponent is required to obtain an Employer

Identification Number (EIN) from the Internal Revenue Service, Proponent must complete the Contractor Affidavit on behalf of, and provide a Federal Work

Authorization User ID Number issued to, the Proponent itself. Where the business structure of a Proponent does not require it to obtain an EIN, each entity comprising

Proponent must submit a separate Contractor Affidavit. It is not the intent of this notice to provide detailed information or legal advice concerning the Act. All

Respondents intending to do business with CCPS are responsible for independently apprising themselves of and complying with the requirements of the Act and assessing its effect on CCPS solicitations and their participation in those solicitations. For additional information on the E-Verify program or to enroll in the program, go to: https://e-verify.uscis.gov/enroll.

12. Sub-Contractors and Manufacturers: Proponents are required to submit, in writing, the addresses of any proposed Sub-contractor or equipment manufacturers listed in the Proposal and may be required to submit other material information relative to proposed Sub-contractor. County reserves the right to disapprove any proposed Sub-contractor whose technical or financial ability, or resources, or experience are deemed inadequate.

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13. Minority, Female Business and Local Enterprises: It is the intent of CCPS that Minority Business Enterprises (MBE), Woman Business Enterprises (WBE), and

Local and Small Business Enterprises (L/SBE) have an equal opportunity to participate in CCPS procurement opportunities. Proponents are encouraged to use said MBE, WBE and L/SBE’s whenever possible in the execution of any contract, however, CCPS does not provide a contracting preference and it is not the intent of

CCPS to violate any local, state or federal laws.

14. Reasonable Accommodation: CCPS will provide reasonable accommodations for Proponents with a disability. Proponents should request reasonable accommodations by contacting the Purchasing Department, 218 Stockbridge Road, Jonesboro, Georgia 30236, or by email with the RFP name and number in the subject line to purchasing@clayton.k12.ga.us. If accommodations at the pre-qualification conference are needed, please notify the Purchasing Department by email not later than forty-eight (48) hours in advance.

15. Conflict of Interest: Proponents are advised to read and familiarize themselves with the conflict of interest provisions of this RFP contained in Appendix B, General

Terms and Conditions, and Required Form Submittals.

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

15.2 All interests of CCPS employees, officers or elected officials in Proponent’s firm should be listed and disclosed with Proponent’s Proposal to this RFP.

--BALANCE OF PAGE INTENTIONALLY LEFT BLANK--

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B. SUBMISSION OF PROPOSAL

1. Ownership of Proposals: Each Proposal submitted to CCPS shall become the property of CCPS, without compensation to a Proponent, for use by CCPS, at its discretion. CCPS shall not be liable for any Proposal preparation costs incurred by

Proponents, or for any subsequent work on the Proposal or additional documentation required by CCPS.

2. Duration: Proposals submitted in to this RFP must be valid for a period of ninety

(90) calendar days from the Proposal Submission Deadline and must be marked as such.

3. Submission Deadline and Proposal Opening: Sealed Proposals to this RFP will be received by the CCPS Purchasing Department until 3:00 P.M., Eastern Standard

Time (EST) on Monday, June 13, 2022. The Proposal Opening will be held via

Zoom at https://clayton-k12-ga-us.zoom.us/j/92301480360 at 3:01 P.M., EST, Zoom Meeting ID # 923 0148 0360. Attendance during the Proposal Opening is voluntary for Proponents responding to this RFP; however, Proponents are encouraged to attend.

3.1 Proponents must register in Bonfire as a vendor at:

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

3.2 Proposals and all required forms must be fully completed, signed in ink and uploaded in Bonfire under the correct solicitation (RFP

No. 024-22 Sculpture Design Services).

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

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

4. Late Proposals: Late Proposals received will not be considered. Time will be determined using the Purchasing Department clock. Proposals delivered to other locations within CCPS will not be considered. CCPS is not responsible for misdirected mail or items delivered late by carriers.

5. Non-Mandatory Pre-Proposal Conference and Mandatory Site Visit: A Non-

Mandatory Pre-Proposal Conference has been scheduled for Tuesday, May 31, 2002 at 10:00 a.m., EST via Zoom at https://clayton-k12-ga-us.zoom.us/j/93699566967, Zoom Meeting ID # 936 9956 6967. The Mandatory

Site Visit has been scheduled for Tuesday, May 31, 2022 at 2:00 p.m., EST at

CCPS, Performing Arts Center, 2530 Mt. Zion Parkway, Jonesboro, Georgia, 30236. During the Pre-Proposal Conference, the general requirements of the project will be discussed. Any questions raised by potential Respondents will be discussed. Verbal answers to questions during the Pre-Proposal Conference will not be authoritative. It should be emphasized, however, that nothing stated or discussed during the course of this

RFP 024-22 Sculpture Design Services Page 7 of 58 https://claytonk12ga.bonfirehub.com/portal/?tab=login https://claytonk12ga.bonfirehub.com/portal/?tab=login https://support.gobonfire.com/hc/en-us conference shall be considered to modify, alter or change the requirement of the solicitation documents, unless it shall be subsequently incorporated into an addendum to the solicitation documents.

5.1 During the Pre-Proposal Conference, the general requirements of the project will be discussed. Any questions raised by potential Proponents will be discussed. Verbal answers to questions during the Pre-Qualification

Conference will not be authoritative. Each Proponents must be fully informed regarding all existing and expected conditions and matters which might affect the cost or performance of the required services. It should be emphasized, however, that nothing stated or discussed during the course of this conference shall be considered to modify, alter or change the requirement of the solicitation documents, unless it shall be subsequently incorporated into an addendum to the solicitation documents.

5.2 Virtual attendance or conference call participation may be arranged upon request by email to purchasing@clayton.k12.ga.us not later than forty-eight

(48) hours in advance.

6. Solicitation Questions: Any questions regarding this RFP should be submitted on or before Thursday, June 2, 2022 at 3:00 p.m., EST. All questions must be submitted in writing to Director, CCPS Purchasing Department by email with the

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

Questions received after the designated period may not be considered. Verbal

Proposals are not authoritative. Answers to questions will be made by addendum posted to the CCPS website not later than 3:00 p.m., EST on Wednesday, June

8, 2022. It is the responsibility of each Proponent to obtain a copy of any

Addendum issued for this solicitation by monitoring the CCPS website at http://www.clayton.k12.ga.us/cms/One.aspx?portalId=54515&pageId=95198 .

7. Prohibited Contacts: All Proponents and representatives of Proponents are strictly prohibited from contacting CCPS employees, CCPS Officials, Elected Officials or any third party representatives of CCPS on any matter having to do with this RFP.

All communications by any Proponent concerning this RFP must be made in writing to the CCPS Purchasing Department.

8. Oral Presentations/Site Visits: Responsive Proponents may be required to make an oral presentation of their proposed solution to a CCPS Evaluation Committee.

Technically competent representatives from the Respondent’s team with the ability to respond to questions posed by CCPS must be active participants in the oral presentation. If required, oral presentations and site visits will be held during the week of June 27 – July 1, 2022. CCPS will notify responsive Proponents of the date, time and location for the presentation or site visit, and will supply an agenda or topics for discussion.

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9. Examination of Proposal Documents:

9.1 Each Proponent is responsible for examining with appropriate care the complete RFP and all Addenda and for informing itself with respect to all conditions.

9.2 Each Proponent shall promptly notify CCPS in writing should the

Proponent find discrepancies, errors, ambiguities or omissions in their

Proposal Documents, or should their intent or meaning appear unclear or ambiguous, or should any other question arise relative to the RFP.

Replies to such notices may be made in the form of an addendum to the

RFP, which will be posted to the CCPS website.

9.3 CCPS may in accordance with applicable law, by Addendum, modify any provision or part of the RFP at any time prior to the Proposal due date and time.

9.4 Each Proponent must confirm Addenda have been received and acknowledge receipt by executing the Acknowledgment of Addenda form provided with each Addendum.

9.5 CCPS may waive any technicalities and formalities. CCPS reserves the right to cancel the RFP in its entirety.

10. Bonding and Insurance Requirements: The Bonding and Insurance requirements for any Agreement that may be awarded pursuant to this RFP are set forth in

Appendix B, General Terms and Conditions. Proponent must provide a copy of a current certificate of insurance evidencing any existing commercial general liability policies issued for Proponent, if any. For purposes of this section, “Proponent” shall mean an individual, corporation or other corporate entity submitting a Proposal in connection with this solicitation, including each Joint Venture partner if Proponent is a Joint Venture.

11. Protests: Protests dealing with specifications or the solicitation shall be filed not later than three (3) working days prior to the Proposal due date. Other protests shall be filed not later than three (3) working days after the Proposal due date, or if the protest is based on subsequent actions of CCPS, not later than three (3) working days after the aggrieved person knows or should have knowledge, of the facts given rise to the protest. All Protests should specify exactly what is being protested.

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

Proponent agrees to pay for CCPS reasonable attorney’s fees and expenses of litigation for any protest arising out of this solicitation in which CCPS is a prevailing party. Only those who participated in the solicitation are eligible to protest.

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GENERAL INFORMATION

1. INTRODUCTION

Clayton County Public Schools (”CCPS”) is soliciting proposals for sculpture design services for CCPS Performing Arts Center. A detailed Scope of Services is set forth in this RFP.

2. BACKGROUND

Clayton County Public Schools (CCPS) is fully accredited through Cognia. The district offers a focused world-class program based on a challenging curriculum which is taught from pre-kindergarten through 12th grade. Serving over 52,000 students, Clayton County Public Schools is ranked among the 100 largest school districts in the U.S. and is the fifth-largest school system in Georgia. Made up of 67 schools and a variety of programs, the school system has over 6,200 employees.

3. OBJECTIVE

CCPS Performing Arts Center is seeking proposals from a qualified artist with proven experience to design and construct a permanent sculpture for the CCPS Performing Arts Center. The artist will work collaboratively with CCPS students to provide them with hands on experience in designing and constructing a permanent sculpture.

4. INTENT TO AWARD

CCPS intends to make one (1) award; however, CCPS reserves the right to make multiple awards or no award for RFP 024-22 Sculpture Design Services.

5. TERM OF AGREEMENT

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

The initial term of the Agreement and any renewal terms are collectively referred to as the “Term”. The initial term of this Agreement shall be for one (1) year, and may be automatically renewed for two (2) successive one (1) year terms upon the same terms and conditions. The services to be performed under this Agreement shall commence on the effective date of this agreement and terminate absolutely and without further obligation on the part of the CCPS on June 30th of the year in which it was executed and on June 30th of each succeeding and renewed year, as required

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

6. SCOPE OF SERVICES

The Proponent must work hand in hand with CCPS students to design and construct a permanent sculpture for CCPS Performing Arts Center. The services will include, but not be limited to, the following:

6.1 The sculpture or sculptures must be permanently installed in a designated area in the front of the Performing Arts Center.

6.2 The sculpture must depict each area in the Fine Arts Department including Dance, Music, Performing Arts, and Visual Arts. The Proponent has the flexibility to select the medium, color(s) and size.

6.3 The sculpture must integrate well within the grounds of the Performing Arts

Center by withstanding any and all weather conditions such as extreme heat and cold temperatures, rain, snow, hail, etc.

6.4 The Proponent must be innovative and collaborate with CCPS high school art students in creating a sculpture that reflects the creativity and talent of CCPS students. The students must be engaged during the entire design process.

6.5 After award and collaboration with CCPS students, the Proponent must submit either a two-dimensional or three-dimensional rendition of the proposed sculpture designs to the Director of Fine Arts or Designee for final sculpture selection.

7. MINIMUM REQUIREMENT FOR PROPONENT:

7.1 Proponent must have at least two (2) years of experience in working with students and creating and installing permanent sculptures; and

8. QUALIFICATIONS

8.1 Proponent must submit a written proposal, not to exceed fifty (50) pages, that includes but is not limited to the following:

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8.1.1 Proponent’s resume;

8.1.2 A brief summary of Proponent’s qualifications and experience to provide the services required by CCPS;

8.1.3 A draft timeline showing the amount of time/timeframe for creating the sculpture; and

8.1.4 A detailed summary of Proponent’s collaboration with CCPS high school art students;

8.1.5 Proponent must submit a portfolio or images of previous designs with its proposal submission.

9. EVALUATION PROCESS

9.1 CCPS desires to select the Proponent(s) whose Proposal(s) are determined to be the most advantageous according to the criteria specified in this RFP.

All Proposals will be evaluated in accordance with CCPS Policies and

Procedures, and the criteria specified in this RFP.

Relative

Weight

ITEM FOR EVALUATION Maximum Points

75% Technical Proposal: Proponent should describe experience, procedures and methods that will produce the required outcomes for the project specified herein.

Proponent should explain its approach in terms of management, methodology, organization, process, tools and techniques, 25% Cost Proposal: The Cost Proposal Form affixed hereto as Attachment B, must be completed in its entirety, signed and uploaded separately from the Proponent’s

Technical proposal. The Cost Proposal Form will become a part of any contract resulting from this RFP. CCPS may solicit Best and Final Offers, and discussions may be conducted with responsible proponents who submit proposals determined reasonably susceptible to being selected for award.

100% TOTAL SCORE 100

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10. CCPS STANDARD DRAFT AGREEMENT

The Draft Agreement included as Attachment B is a standard CCPS document which should be thoroughly reviewed by all Proponents prior to submitting a proposal.

Refer to Information and Instructions to Proponents, Award and Execution of Agreement in this RFP. All exceptions to the RFP or any terms or conditions should be clearly marked and submitted with Proponents technical proposal for written approval by CCPS. Modifications or additions to the CCPS Standard Contract will not be entertained after contract award. Modifications or additions to the CCPS Standard Contract will not be entertained after contract award.

Proponent should submit any supplemental agreements, third party agreements, contracts or associated documents with its technical proposal for consideration and approved by CCPS.

11. REQUIRED FORM SUBMITTALS

The forms and documents contained in Appendix C, Required Forms, are mandatory forms required to be submitted with each Proposal. Failure to provide the information or documentation required may cause a Proposal to be declared non-responsive and rejected. Failure to have an authorized representative sign all documents at the signature line, or failure to have all documents properly notarized as requested, may cause a Proposal to be declared non-responsive and rejected.

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APPENDIX A

PURCHASING DEPARTMENT

CODE OF ETHICS

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

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

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

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

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

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

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

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

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

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

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APPENDIX B

GENERAL TERMS AND CONDITIONS

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

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

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

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

a. The Contractor shall invoice CCPS on a monthly basis. If payment is to be made by line item, when a single line item has been satisfactorily delivered, complete payment will be made within thirty (30) days from either the date of delivery or the receipt of a satisfactory invoice in triplicate, whichever occurs last. Invoices should be sent to Clayton County Public Schools, Attn: Maintenance Department 218 Stockbridge Road, Jonesboro, Georgia 30136. All invoices must show the contract number, work performed and period of work. Payment will be made via electronic payment or check.

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

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

IV. Scope of Services. Contractor shall provide Services as requested by CCPS on an as needed basis in accordance with the RFP and Scope of Services.

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

VI. Insurance.

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

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

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

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

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

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

Insured under any and all insurance required by the contract.

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

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

4. Each and every agent shall warrant when signing the certificate of

RFP 024-22 Sculpture Design Services Page 16 of 58 insurance that he is acting as an authorized representative on behalf of the companies affording insurance coverage under the contract and that he is licensed by the State of Georgia to conduct insurance business in the State of Georgia and that the companies affording insurance coverage are currently licensed by the State of Georgia and are currently in good standing with the Commissioner of

Insurance for the State of Georgia.

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

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

a. Best’s Rating not less than A, and

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

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

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

The Contractor shall procure and maintain Worker’s Compensation and

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

Worker’s Compensation Statutory

Employer’s Liability

Bodily Injury by Accident $100,000 each accident Bodily Injury by Disease $100,000 each employee Bodily Injury by Disease $500,000 policy limit

c. Comprehensive General Liability Insurance

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The Contractor shall procure and maintain Comprehensive Insurance in an amount not less than $1,000,000.00 for bodily injury and property damage combined single limit. The following specific extensions of coverage shall be provided and indicated on the certificate of insurance.

1. Comprehensive Form

2. Contractual Insurance

3. Personal Injury

4. Broad Form Property Damage

5. Premises – Operations

6. Completed Operations

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

Policy coverage must be on an occurrence basis.

d. Automobile Liability Insurance

The Contractor shall procure and maintain Automobile Liability

Insurance in an amount not less than $1,000,000.00 for bodily injury and property damage combined single limit. The following extensions of coverage shall be provided and indicated on the certificate of insurance.

1. Comprehensive Form

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

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

Comprehensive General Liability coverage required under this contract.

VII. Conflict of Interest Notice to Contractors. All firms, Sub-Contractors, Sub-

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

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

RFP 024-22 Sculpture Design Services Page 18 of 58 or work under another contract with CCPS and a dispute, claim or conflict of interest arises between CCPS and such Contractor under this agreement or another contract, CCPS may in its sole determination and discretion, suspend all existing work under this Agreement and may or may not issue any further work to the Contractor under this agreement unless and until such dispute, claim or conflict of interest is resolved to the satisfaction of CCPS. Should CCPS take such action, Contractor shall not be entitled to any additional costs of any kind resulting from such action except that Contractor may be paid for any authorized Services provided to CCPS under this Agreement prior to the effective date of the suspension of the work.

This provision shall not be deemed exclusive and shall be supplemental to any rights and remedies available to CCPS under this Agreement, any other contract or as may be available under applicable law.

VIII. Contractor as Independent Contractor. In conducting its business hereunder, the

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

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

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

a. It is duly organized and validly existing in good standing under the laws of the state in which it is organized, is qualified to do business in all jurisdictions in which it is operating, and has the power and authority to

RFP 024-22 Sculpture Design Services Page 19 of 58 execute and deliver and to perform its obligations under this Agreement and the documents to which it is signatory; and

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

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

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

XI. Confidential Information.

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

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

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

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

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

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

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

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

XIII. Audit Inspection Rights.

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

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

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

Contractor shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law.

Contractor shall notify CCPS immediately of any request made under the Open Records Act and shall furnish CCPS with a copy of the request and the Proposal to such request.

XV. Contractor Affidavit and Compliance.

a. Pursuant to O.C.G.A. §13-10-91 and Georgia Department of Labor Rule

300-10- 1-.02, CCPS cannot enter a contract for the physical performance of services unless the Contractor and its Sub Contractors register and participate in the Federal Work Authorization Program to verify specific information on all new employees.

b. The Contractor certifies that it has complied and will continue to comply with

O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02.

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

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

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

XVI. Performance of Agreement.

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

b. The Contractor shall execute the entire work described in the Agreement

Documents, except to the extent specifically indicated in the Agreement documents to be the responsibility of others.

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

RFP 024-22 Sculpture Design Services Page 23 of 58 supply of workers and materials; and to complete the Services in the best way and most expeditious and economical manner consistent with the interest of CCPS.

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

XVII. Indemnification. Contractor shall agree to indemnify, defend, save and otherwise hold harmless CCPS, its elected and appointed officials, departments, agencies, boards, authorities, directors, officers, employees, and volunteers against and/or from any and all lawsuits, claims,…