RFQ 23_3003815 Lou Walker Senior Center Aquat.pdf

RFQ# 23-3003815

P&C Approved 04/18/2019

Department of Purchasing & Contracting 1300 Commerce Drive, 2nd Floor Decatur, Georgia 30030 Fax: (404) 371-7006

Date: November 6, 2023

Request for Quotation No. 23-3003815 ________

DeKalb County, Georgia is requesting a quotation for the following:

Lou Walker Senior Center Aquatics Services

I. Proposed Term:

Approximately five (5) months starting as early as November 2023

II. Attachments:

A. Scope of Work B. Quote Form C. Reference Form and Reference Check Release Statement D. Contractor Affidavit E. Insurance Requirements F. Sample Contract G. Exceptions to the Contract (if any)

III. Payment Terms:

Net 30

IV. Scope of Work:

See Attachment A.

V. Federal Work Authorization Program:

All qualifying contractors and subcontractors performing work with DeKalb County, Georgia must register and participate in the federal work authorization program to verify the work

P&C Approved 04/18/2019 eligibility information of new employees. In order for a Quotation to be considered, it is mandatory that the Contractor Affidavit, Attachment D, be completed with Bidder’s response.

VI. Due Dates:

All questions are due to Tina L. Richardson via email at tlrichardson@dekalbcountyga.gov on or before 5:00 p.m. EST on November 9, 2023.

Additional Information/Addenda The County will issue responses to inquiries and any other corrections or amendments it deems necessary in written addenda issued prior to the due date. Bidders should not rely on any representations, statements or explanations other than those made in this RFQ or in any addendum to this RFQ. Where there appears to be a conflict between the RFQ and any addenda issued, the last addendum issued will prevail. It is the responsibility of the Bidder to ensure awareness of all addenda issued for this solicitation. Please acknowledge the addenda and submit to the DeKalb County Department of Purchasing and Contracting as requested. Bidders may contact the above listed contact person to verify the number of addenda prior to submission.

Addenda issued for this RFQ will be posted on DeKalb County’s website, Active Request for Quotes (RFQs) | DeKalb County GA. Bidder should regularly check the County’s website for addenda.

Quotes are due on or before 3:00 p.m. EST on November 17, 2023. Bidder must complete and return the quote form, reference form, contractor affidavit and provide a copy of Bidder’s valid business license to DeKalb County by email to the attention of Tina L. Richardson at tlrichardson@dekalbcountyga.gov.

All quotes are to be provided on Attachment B, Quote Form.

The County intends to award to the lowest, responsive and responsible bidder who, per the County’s determination, has satisfactorily met the requirements of the RFQ; however, the County reserves the right to reject any and all bids, to waive informalities and to re-advertise.

Thank you for your interest in doing business with DeKalb County.

Sincerely, Tina L. Richardson Procurement Technician Department of Purchasing and Contracting

P&C Approved 04/18/2019

Attachment A

SCOPE OF WORK

I. PURPOSE

DeKalb County Government (the County) is soliciting quotes from qualified individuals or firms, for the provision of lifeguard services and aquatics instruction at the Lou Walker Senior Center, starting as early as November 2023. The selected provider will be responsible for all aspects of the management of the daily operations of the aquatics program.

II. BACKGROUND

The Lou Walker Senior Center (LWSC) is located within the city of Stonecrest, Georgia, which is a suburban community approximately 20 miles east of Atlanta, Georgia. The center is owned and operated by DeKalb County Government and managed by the DeKalb County Human Services Department. LWSC was built in 2005 and opened its doors in 2006, becoming the first multipurpose center for active seniors in DeKalb County, Georgia. LWSC is designed to serve senior citizens age 55 years and older.

The Lou Walker Senior Center is 40,000 square feet and houses a saltwater pool, computer lab, and a full-service commercial kitchen with a cafeteria that offers breakfast and lunch meals Monday through Friday. The Center also contains a full-service salon and barbershop, and several resource rooms and classrooms.

The indoor heated therapeutic pool aids older adults who are faced with health and mobility issues due to active aging. LWSC programming cycle operates in six (6) sessions yearly, lasting approximately eight (8) weeks per session. Fitness classes are held on Mondays to Fridays, with an average of thirty (30) hours of instruction per week. Lifeguards are on duty during instructor-led water fitness classes and during all open swim/exercise times. The center is closed on all DeKalb County recognized holidays as well as Saturdays and Sundays.

III. SCOPE OF SERVICES

A. Contractor Responsibilities:

The awarded Contractor is expected to effectively complete the program’s activities, tasks, and specified outcome measurements, as outlined below.

1. Administrative & Coordination Services –

The Contractor is responsible for:

a. Maintaining policies and procedures for the Aquatics Area (COVID prevention).

b. Ensuring the organization and upkeep of the Aquatics Area, which includes the office, P&C Approved 04/18/2019 locker rooms and laundry area in accordance with the Board of Health standards. This entails monitoring, maintaining, and ordering the office supplies and pool-related supplies as necessary.

c. Following modified LWSC aquatics schedule as per the Lou Walker Senior Center Management Team.

d. Hiring and supervising all needed aquatics staff (instructors and lifeguards).

e. Assessing the water skills and abilities of senior participants and maintaining individual member records.

f. Conducting aquatics orientation for new members and educating Lou Walker Senior Center members on safety policies and procedures related to aquatic activities to minimize potential risk.

2. Water Fitness Class Services -

The Contractor will be responsible for recruiting all water fitness instructors and implementing all aquatics classes. All instructors are required to have the American Red Cross Learn-to-Swim Certification, Adult CPR Certification, and First-Aid Certification, with a copy of these certifications kept on record at the center. All classes must have one

(1) instructor and one (1) lifeguard present.

3. Lifeguard Services –

The Contractor will be responsible for providing a lifeguard for all aquatics classes and for the entire duration of open aquatic exercise hours. Lifeguards must hold a current nationally recognized certification in lifeguarding, Adult CPR Certification, and First-Aid Certification, with a copy of these certifications kept on record at the center. Once the pool is open, a certified lifeguard must be present on duty.

4. Basic Pool Maintenance Services –

The Contractor will be responsible for helping to ensure the pool is in satisfactory operational condition. Assigned personnel should assist in basic pool cleaning and maintenance tasks, including daily testing of water chemicals, organization and sanitation of pool equipment, and routine upkeep of the pool deck to ensure that all Department of Public Health standards are met.

B. Human Services/Lou Walker Responsibilities:

1. The County shall provide the space for the aquatics programming. The Lou Walker Senior Center has a 28,000-gallon indoor therapeutic pool equipped with a pool lift. The pool capacity during normal operation is 20 people. The pool has dimensions of 25 feet in width, 35 feet in length, and a depth of 5 feet.

P&C Approved 04/18/2019

2. The Lou Walker Senior Center Director will serve as the County’s designated representative for the oversight of this Agreement.

3. The Senior Center Director will provide the Contractor guidance on aquatics program scheduling and class offerings as needed.

4. The County will provide pool equipment (flotation devices, water exercise equipment, etc.) for the aquatics program.

C. Service Authorization:

Any additional work provided outside of the defined Scope of Work in this Agreement must be mutually agreed upon by both parties in writing. If additional work is required, the Contractor will generate a quote for the additional work and submit this written quote to the Department for review and consideration.

D. Goals & Outcomes:

The goal of this Agreement is to develop and maintain aquatics programming tailored for seniors, which encompasses the provision of lifeguards, water fitness instructors and administrative services to the Lou Walker Senior Center.

The anticipated outcome of this Agreement include:

a. Senior participants will have access to the Lou Walker Senior Center pool during authorized hours for aquatics programming.

b. Certified professionals will provide lifeguard services during aquatics programming.

c. Participation in aquatics programming will contribute to improving and/or maintaining the health and well-being of seniors who are members at the Lou Walker Senior Center.

E. Reporting Requirements:

All requests for reimbursement under this Agreement must be submitted monthly.

Invoices should be emailed to EAKing@dekalbcountyga.gov.

Attn: Ericia King Senior Center Director Lou Walker Senior Center 2538 Panola Road, Stonecrest, Georgia 30058

F. Services and Estimated Hours:

The following tables depict the services requested of the Contractor and the estimated number of hours and days for each service.

MONTH

WATER FITNESS CLASS

(HRS /DAY

NO. OF DAYS PER

MONTH

TOTAL NO. OF HOURS PER

MONTH

November'23 6 4 24

December'23 6 18 108

January'24 6 21 126

February'24 6 20 120

March'24 6 21 126

GRAND TOTAL 504

LIFEGUARD SERVICES

(HRS/DAY

NO. OF DAYS PER

MONTH

TOTAL HOURS PER MONTH

November'23 6 4 24

December'23 6 18 108

January'24 6 21 126

February'24 6 20 120

March'24 6 21 126

GRAND TOTAL 504

ADMINISTRATION (2 HRS

PER DAY)

NO. OF DAYS PER

MONTH

TOTAL HOURS PER MONTH

November’23 2 4 8

December’23 2 16 32

January’24 2 18 36

February’24 2 15 30

March’24 2 15 30

GRAND TOTAL 136

IV. SUBMITTAL REQUIREMENTS

In response to this RFQ, the provider shall submit:

1. Resumes of key personnel who will be part of the project team.

2. A copy of the below specified certifications for personnel providing the class instructor and lifeguard services:

a. Nationally Recognized Certification in Lifeguarding

b. American Red Cross Learn-to-Swim Certification

c. Adult CPR Certification

d. First-Aid Certification

3. A quote stating cost per requested services on Attachment B, Quote Form.

4. Reference Form with at least 3 references using Attachment C, Reference Check and Release

Form.

5. The completed Contractor Affidavit provided as Attachment D.

Failure to provide one (1) or more of the above requested items may result in your quote being deemed non-responsive.

V. CONTRACT TIME

This is expected to be a five (5) month contract starting as early as November 2023.

Attachment B

QUOTE FORM

Bidder Information:

Company Name:

Company Address:

Bidder Name and Title:

Phone Number:

Bidder Email Address:

Item No.

Item Description Estimated Quantity Unit of Measure

Unit Price Extended Price

1. Water Fitness Classes 504 Per Hour $ $

2. Lifeguard Services 504 Per Hour $ $

3. Administration Services

136 Per Hour $ $

Enter Total Amount for all Line Items $

Quote Statement:

I, the undersigned, certify that this quote is made without prior understanding, agreement or connection with any corporation, firm, or person submitting a quote for the same materials, supplies, equipment, or services, and is in all respect fair and without collusion or fraud. I agree to abide by all conditions of this quote, and certify that I am authorized to sign this quote for the Bidder.

Authorized Signature Date

Name of Authorized Signer (Typed or Printed)

Name of Bidder (Typed or Printed)

Attachment C

REFERENCE CHECK AND RELEASE FORM

List below at least three (3) references, including company name, contract period, contact name, email address, telephone numbers and project name of individuals who can verify your experience and ability to perform the type of services listed in the solicitation.

Company Name Contract Period

Contact Person Name and Title

Telephone Number (include area code)

Complete Primary Address

City State Zip Code

Email Address

Fax Number (include area code)

Project Name

REFERENCE CHECK RELEASE STATEMENT

You are authorized to contact the references provided above for purposes of this RFQ.

Signed_______________________________________ Title____________________

Company Name _____________________________________Date _____________

Attachment D

CONTRACTOR AFFIDAVIT

By executing this affidavit, the undersigned verifies its compliance with O.C.G.A. § 13-10-91, as amended, stating affirmatively that the Bidder submitting a quote, contractor, firm or corporation which is contracting with DEKALB COUNTY, GA, a political subdivision of the State of Georgia, has registered with and is participating in a federal work authorization program* [any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13-10-91, as amended]. The affiant agrees to continue to use the federal work authorization program throughout the contract period.

The undersigned further agrees that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to this contract with the COUNTY, contractor will secure from such subcontractor(s) similar verification of compliance with O.C.G.A. § 13-10-91, as amended, on the Subcontractor Affidavit form. Contractor further agrees to maintain records of such compliance and provide a copy of each such verification to the COUNTY, within five (5) days from when the subcontractor(s) is retained to perform such service.

BY: Authorized Officer or Agent Federal Work Authorization

Enrollment Date

Title of Authorized Officer or Agent of Bidder Identification Number

Printed Name of Authorized Officer or Agent

Company Name & Address (do not include a post office box)

SUBSCRIBED AND SWORN

BEFORE ME ON THIS THE

_______________ DAY OF _______________________, 20__

Notary Public My Commission Expires: _______________________________

Attachment E

INSURANCE REQUIREMENTS

IMPORTANT NOTICE

IMPORTANT — PLEASE READ CAREFULLY & FOLLOW INSTRUCTIONS LISTED

HEREIN

1. If the County sends to you notice of award on this quote, take this form to your insurance agent as this form contains requirements that may be non-standard in the insurance industry.

2. Instruct your insurance agent that the County’s requirements are listed in Section III, and that you must comply with these requirements before you may proceed with the work.

3. Before the starting of any work, the successful contractor must furnish to DeKalb County certificates of insurance from companies doing business in Georgia and acceptable to the County as follows:

1. Certificates must cover:

Statutory Workers Compensation

(1) Employer’s liability insurance by accident, each accident $1,000,000.

(2) Employer’s liability insurance by disease, policy limit $1,000,000.

(3) Employer’s liability insurance by disease, each employee $1,000,000.

Business Auto Liability Insurance with a minimum $500,000 Combined Single Limit/Each Occurrence (Including operation of non-owned, owned, and hired automobiles).

Commercial General Liability Insurance

(1) Each Occurrence - $1,000,000

(2) Fire Damage - $250,000

(3) Medical Expense - $10,000

(4) Personal & Advertising Injury - $1,000,000

(5) General Aggregate - $2,000,000

(6) Products & Completed Operations - $1,500,000

(7) Contractual Liability where applicable

2. DeKalb County, GA shall be named as Additional Insured under any General Liability, Business Auto and Umbrella Policies. Coverage shall apply as Primary and non-contributory with Waiver of Subrogation in favor of DeKalb County, Georgia. Such additional insured coverage shall be endorsed to Contractor’s policy by attachment of ISO Additional Insured Endorsement forms CG 20 10 10 01 (ongoing operations) and CG 20 37 10 01 (products-completed operations), or form(s) providing equivalent coverage.

3. This insurance for the County as the additional insured shall be as broad as the coverage provided for the named-insured Contractor. It shall apply as primary insurance before any other insurance or self-insurance, including any deductible, non-contributory, and waiver of subrogation provided to the County as the additional insured.

4. Contractor agrees to waive all rights of subrogation and other rights of recovery against the County and its elected officials, officers, employees or agents, and shall cause each Subcontractor to waive all rights of subrogation for all coverages.

5. Certificates shall state that the policy or policies shall not expire, be cancelled or altered without at least sixty (60) days prior written notice to the County.

6. Contractor understands and agrees that the purchase of insurance in no way limits the liability of the Contractor.

7. The insurance carrier must have a minimum A.M. Best rating of not less than “A” (Excellent) with a Financial Size Category of VII or better.

8. Certificates to contain policy number, policy limits and policy expiration date of all policies issued in accordance with this contract.

9. Certificates to contain the location and operations to which the insurance applies.

10. Certificates to contain successful contractor’s protective coverage for any subcontractor’s operations. If this coverage is included in General Liability, please indicate on the Certificate of Insurance.

11. Certificates to contain successful contractor’s contractual insurance coverage. If this coverage is included in the General Liability, please indicate this on the Certificate of Insurance.

12. The successful contractor shall be wholly responsible for securing certificates of insurance coverage as set forth above from all subcontractors who are engaged in this work.

13. Certificates shall be issued and delivered to the County and must identify the “Certificate Holder” as follows:

DeKalb County, Georgia Director of Purchasing and Contracting Maloof Administration Building 1300 Commerce Drive, 2nd Floor Decatur, Georgia 30030

ATTACHMENT F

COUNTY’S SAMPLE CONTRACT

AGREEMENT FOR PROFESSIONAL SERVICES

DEKALB COUNTY, GEORGIA

THIS AGREEMENT made as of this ____day of _____, 20___, (hereinafter called the “execution date”) by and between DEKALB COUNTY, a political subdivision of the State of Georgia (hereinafter referred to as the “County”), and ____________________, a corporation organized and existing under the laws of the State of __________, with offices in __________ __________, __________ (hereinafter referred to as “Contractor”), shall constitute the terms and conditions under which the Contractor shall provide _______________________ in DeKalb County, Georgia.

WITNESSETH: That for and in consideration of the mutual covenants and agreements herein set forth, the County and the Contractor hereby agree as follows:

ARTICLE I. CONTRACT TIME & TERM

The Contractor shall commence the Work under this Contract within ten (10) days from receipt of a written Notice to Proceed (“Commencement Date”). Contractor shall fully complete the Work within one hundred fifty days (150) calendar days from and including the Commencement Date. The Agreement will terminate absolutely on ___________, unless extended by Change Order approved and executed by the DeKalb County Chief Executive Officer, or his/her designee, and the Contractor in accordance with the terms of this Contract.

ARTICLE II. PAYMENT

As full payment for the faithful performance of this Contract, the County shall pay the Contractor, the Contract Price, which is an amount not to exceed ______________ ($__________), unless changed by written Change Order in accordance with the terms of this Contract. The term “Change Order” includes the term “amendment” and shall mean a written order authorizing a change in the Work, and an adjustment in Contract Price to Contractor or the Contract Term, as adopted and approved by the Contractor and the DeKalb County Governing Authority, or the Chief Executive Officer, if exempted from Governing Authority adoption and approval in accordance with the express terms of this Contract. The Chief Executive Officer or his/her designee shall have the authority to approve and execute a Change Order lowering the Contract Price or increasing the Contract Price up to twenty percent (20%) of the original Contract Price, provided that the total amount of the increase authorized by such Change Order is less than $100,000.00. If the original Contract or Purchase Order Price does not exceed $100,000.00, but the Change Order will make the total Contract Price exceed $100,000.00, then the Change Order will require approval by official action of the Governing Authority. Any other increase of the Contract Price shall be by Change Order adopted and approved by the DeKalb County Governing Authority and the Contractor in accordance with the terms of this Contract. Amounts paid to the Contractor shall comply with and not exceed Attachment B, the Contractor’s Cost Proposal, consisting of ______ page(s) attached hereto and incorporated herein by reference. Payment is to be made no later than thirty (30) days after submittal of undisputed invoice.

Invoice(s) must be submitted as follows:

A. Original invoice(s) must be submitted to:

Department of Finance – Accounts Payable

1300 Commerce Drive, 3rd Floor Decatur, Georgia 30030

With a copy to:

DeKalb County, Georgia Attention: “USER DEPARTMENT”

B. When applicable, upon award, Prime Contractor(s) with Local Small Business Enterprise (LSBE)Subcontractor(s) shall enter utilization reports electronically at www.dekalblsbe.info. Proof of payment to the LSBE Subcontractor must be uploaded and submitted. LSBE Subcontractors shall confirm receipt of payment from the Prime, electronically also, at www.dekalblsbe.info

ARTICLE III. SCOPE OF WORK

The Contractor agrees to provide all ___________ services in accordance with, Attachment A, Scope of Work attached hereto and incorporated herein by reference, the County’s Request for Quotations (RFQ) No. 23-3003815 for Lou Walker Senior Center Aquatics Services, attached hereto as Appendix I and incorporated herein by reference.

The Contractor’s services shall include all things, personnel, and materials necessary to accomplish specific projects authorized by the County.

ARTICLE IV. GENERAL CONDITIONS

A. Accuracy of Work The Contractor shall be responsible for the accuracy of the Work and any error and/or omission made by the Contractor in any phase of the Work under this Agreement.

B. Additional Work The County shall in no way be held liable for any work performed under this section which has not first been approved in writing by the County in the manner required by applicable law and/or the terms of this Contract. The County may at any time order changes within the scope of the Work without invalidating the Contract upon seven (7) days written notice to the Contractor. The Contractor shall proceed with the performance of any changes in the Work so ordered by the County unless such change entitles the Contractor to a change in Contract Price, and/or Contract Term, in which event the Contractor shall give the County written notice thereof within fifteen (15) days after the receipt of the ordered change, and the Contractor shall not execute such changes until it receives an executed Change Order from the County. No extra cost or extension of time shall be allowed unless approved by the County and authorized by execution of a Change Order. The parties’ execution of any Change Order constitutes a final settlement of all matters relating to the change in the Work which is the subject of the Change Order. The County shall not be liable for payment for any work performed under this section which has not first been approved in writing by the County in the manner required by applicable law and/or the terms of this Contract.

C. Ownership of Documents All documents, including drawings, estimates, specifications, and data are and remain the property of the County. The Contractor agrees that the County may reuse any and all plans, specifications, drawings, estimates, or any other data or documents described herein in its sole discretion without first obtaining permission of the Contractor and without any payment of any monies to the Contractor therefore. However, any reuse of the documents by the County on a different site shall be at its risk and the Contractor shall have no liability where such documents are reused.

D. Right to Audit The County shall have the right to audit all books and records, including electronic records, relating or pertaining to this contract or agreement, including but not limited to all financial and performance related records, property, and equipment purchased in whole or in part with County funds and any documents or materials which support those records, kept under the control of the Contractor, including but not limited to those kept by the Contractor’s employees, agents, assigns, successors and subcontractors. The County also has the right to communicate with Contractor’s employees related to the audited records.

The Contractor shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of this contract and for seven (7) years after termination or expiration, including any and all renewals thereof. The books and records, together with supporting documents and materials shall be made available, upon request to the County or its designee, during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the books, records, and supporting documents shall be made available for audit at a time and location which is convenient for the County.

E. Successors and Assigns The Contractor agrees it shall not sublet, assign, transfer, pledge, convey, sell, or otherwise dispose of the whole or any part of this Contract or his/her right, title, or interest therein to any person, firm, or corporation without the previous written consent of the County.

If the County consents to any such assignment or transfer, then the Contractor binds itself, its partners, successors and assigns to all covenants of this Contract. Nothing contained in this Contract shall create, nor be interpreted to create privity, or any other relationship whatsoever, between the County and any person, or entity or than Contractor.

F. Reviews and Acceptance Work performed by the Contractor shall be subject to review and acceptance in stages as required by the County. Acceptance shall not relieve the Contractor of its professional obligation to correct, at his/her own expense, any errors in the Work.

G. Termination of Agreement The Contractor understands and agrees that the date of the beginning of Work, rate of progress, and time for completion of the Work are essential conditions of this Contract. The County may, for its own convenience and at its sole option, without cause and without prejudice to any other right or remedy of County, elect to terminate the Contract by delivering to the Contractor, at the address listed in the Notices article of this Contract, a written notice of termination specifying the effective date of termination. Such notice shall be delivered to Contractor at least thirty (30) days prior to the effective date of termination. If Contractor’s services are terminated by the County, the termination will not affect any rights or remedies of the County then existing or which may thereafter accrue against Contractor or its surety. In case of termination of this Contract before completion of the Work, Contractor will be paid only for the portion of the Work satisfactorily performed through the effective date of termination as determined by the County. Neither party shall be entitled to recover lost profits, special, consequential or punitive damages, attorney’s fees or costs from the other party to this Contract for any reason whatsoever. This Contract shall not be deemed to provide any third-party with any remedy, claim, right of action, or other right. The parties’ obligations pursuant to this Section shall survive any acceptance of Work, or termination or expiration of this Contract.

H. Indemnification Agreement The Contractor shall be responsible from the execution date or from the time of the beginning of the Work, whichever shall be the earlier, for all injury or damage of any kind resulting from the Work, to persons or property, including employees and property of the County. The Contractor shall exonerate, indemnify, and save harmless the County, its elected officials, officers, employees, agents and servants, hereinafter collectively referred to in this Section as “the County Indemnitees,” from and against all claims or actions based upon or arising out of any damage or injury (including without limitation any injury or death to persons and any damage to property) caused by or sustained in connection with the performance of this Contract or by conditions created thereby or arising out of or any way connected with Work performed under this Contract, as well as all expenses incidental to the defense of any such claims, litigation, and actions. Furthermore, Contractor shall assume and pay for, without cost to the County Indemnitees, the defense of any and all claims, litigation, and actions suffered through any act or omission of the Contractor, or any Subcontractor, or anyone directly or indirectly employed by or under the supervision of any of them.

Notwithstanding any language or provision in this Contract, Contractor shall not be required to indemnify any County Indemnitee against claims, actions, or expenses based upon or arising out of the County Indemnitee’s sole negligence. As between the County Indemnitees and the Contractor as the other party, the Contractor shall assume responsibility and liability for any damage, loss, or injury, including death, of any kind or nature whatever to person or property, resulting from any kind of claim made by Contractor’s employees, agents, vendors, Suppliers or Subcontractors caused by or resulting from the performance of Work under this Contract, or caused by or resulting from any error, omission, or the negligent or intentional act of the Contractor, vendors, Suppliers, or Subcontractors, or any of their officers, agents, servants, or employees. The Contractor shall defend, indemnify, and hold harmless the County Indemnitees from and against any and all claims, loss, damage, charge, or expense to which they or any of them may be put or subjected by reason of any such damage, loss, or injury.

The Contractor expressly agrees to provide a full and complete defense against any claims brought or actions filed against the County Indemnitees, where such claim or action involves, in whole or in part, the subject of the indemnity contained in this Contract, whether such claims or actions are rightfully or wrongfully brought or filed. The County has the sole discretion to choose the counsel who will provide the defense. No provision of this Contract and nothing herein shall be construed as creating any individual or personal liability on the part of any elected official, officer, employee, agent or servant of the County, nor shall the Contract be construed as giving any rights or benefits hereunder to anyone other than the parties to this Contract. The parties’ obligations pursuant to this Section shall survive any acceptance of Work, or termination or expiration of this Contract.

I. Insurance Prior to commencing work, Contractor shall, at its sole expense, procure and maintain insurance of the types and in the amounts described below from insurer(s) authorized to transact business in the state where the work or operations will be performed by Contractor. Such insurance shall be placed with admitted insurers that maintain an A.M. Best's rating of not less than “A” (Excellent) with a Financial Size Category of VII or better with coverage forms acceptable to Contractor. The insurance described below shall be maintained uninterrupted for the duration of the project, including any warranty periods, and shall protect Contractor, and others as required by contract, for liabilities in connection with work performed by or on behalf of Contractor, its agents, representatives, employees or Contractors.

1. Certificates of Insurance in companies doing business in Georgia and acceptable to the County covering:

(a) Statutory Workers’ Compensation Insurance, or proof that Contractor is not required to provide such coverage under State law;

(1) Employer’s liability insurance by accident, each accident $1,000,000

(2) Employer’s liability insurance by disease, policy limit $1,000,000

(3) Employer’s liability insurance by disease, each employee $1,000,000

(b) Professional Liability Insurance on the Contractor’s services in this Agreement with limit of $1,000,000;

(c) Commercial General Liability Insurance covering all operations with combined single limit of $1,000,000;

(d) Comprehensive Automobile Liability Insurance with form coverage for all owned, non-owned and hired vehicles with combined single limit of $1,000,000.

(e) Umbrella or Excess Insurance. Umbrella or excess insurance is to be provided with General Liability, Auto Liability and Employers Liability scheduled as underlying policies with limits not less than the following:

$5,000,000 per occurrence $5,000,000 aggregate

2. Additional Insured Requirement:

(a) The County, its elected officials, officers, employees and agents, hereinafter referred to in this article and in the article entitled “Certificates of Insurance” as “the County and its officers” are to be named as additional insured on all policies of insurance except worker’s compensation insurance with no cross suits exclusion. The County and its officers shall be included as additional insureds under commercial general liability and commercial umbrella insurance, for liabilities arising out of both the ongoing and completed operations of Contractor. Such additional insured coverage shall be endorsed to Contractor’s policy by attachment of ISO Additional Insured Endorsement forms CG 20 10 10 01 (ongoing operations) and CG 20 37 10 01 (products-completed operations), or form(s) providing equivalent coverage.

(b) All coverages required of the Contractor will be primary over any insurance or self-insurance program carried by the County.

(c) If the Contractor is a joint venture involving two (2) or more entities, then each independent entity will satisfy the limits and coverages specified here or the joint venture will be a named insured under each respective policy specified.

3. Fidelity Bond coverage shall be provided. Coverage limits shall not be less than the amount scheduled in the contract.

4. Certificates of Insurance must be executed in accordance with the following provisions:

(a) Certificates to contain policy number, policy limits, and policy expiration date of all policies issued in accordance with this Agreement;

(b) Certificates to contain the location and operations to which the insurance applies;

(c) Certificates to contain Contractor’s protective coverage for any subcontractor’s operations;

(d) Certificates to contain Contractor’s contractual liability insurance coverage;

(e) Certificates are to be issued to:

DeKalb County, Georgia Director of Purchasing & Contracting The Maloof Center, 2nd Floor 1300 Commerce Drive Decatur, Georgia 30030

5. The Contractor shall be wholly responsible for securing certificates of insurance coverage as set forth above from all subcontractors who are engaged in this work.

6. The Contractor agrees to carry statutory Workers’ Compensation Insurance and to have all subcontractors likewise carry statutory Workers’ Compensation Insurance.

7. Contractor agrees to waive all rights of subrogation and other rights of recovery against the County and its officers and shall cause each Subcontractor to waive all rights of subrogation for all coverage, excluding Professional E&O.

8. Failure of the County to demand such certificate or other evidence of full compliance with these insurance requirements or failure of the County to identify a deficiency from evidence provided will not be construed as a waiver of the Contractor’s obligation to maintain such coverage. Contractor understands and agrees that the purchase of insurance in no way limits the liability of the Contractor.

9. Certificates shall state that the policy or policies shall not expire, be cancelled or altered without at least sixty (60) days prior written notice to the County. Policies and Certificates of Insurance listing the County and its officers as additional insureds (except for workers’ compensation insurance) shall conform to all terms and conditions (including coverage of the indemnification and hold harmless agreement) contained in this Contract.

10. If the County shall so request, the Contractor will furnish the County for its inspection and approval such policies of insurance with all endorsements, or confirmed specimens thereof certified by the insurance company to be true and correct copies. Contractor shall be responsible and have the financial wherewithal to cover any deductibles or retentions included on the certificate of insurance.

J. Georgia Laws Govern The laws of the State of Georgia shall govern the construction of this Contract without regard for conflicts of laws. Should any provision of this Contract require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party, by reason of the rule of construction, that a document is to be construed more strictly against the party who itself or through its agent prepared same; it being agreed that the agents of all parties have participated in the preparation hereof, and all parties have had an adequate opportunity to consult with legal counsel. In interpreting this Contract in its entirety, the printed provisions of this Contract, and any additions written or typed hereon, shall be given equal weight, and there shall be no inference by operation of law or otherwise; that any provision of this Contract shall be construed against either party hereto.

K. Venue This Agreement shall be deemed to have been made and performed in DeKalb County, Georgia. For the purposes of venue, all suits or causes of action arising out of this Agreement shall be brought in the courts of DeKalb County, Georgia.

L. Contractor and Subcontractor Evidence of Compliance; Federal Work Authorization Pursuant to O.C.G.A. §13-10-91, the County cannot enter into a contract for the physical performance of services unless the Contractor, its Subcontractor(s) and sub-subcontractor(s), as that term is defined by state law, register and participate in the Federal Work Authorization Program to verify specific information on all new employees. Contractor certifies that it has complied and will continue to comply throughout the Contract Term with O.C.G.A. §13-10-91 and any related and applicable Georgia Department of Labor Rule. Contractor agrees to sign an affidavit evidencing its compliance with O.C.G.A. §13-10-91. The signed affidavit is attached to this Contract as Attachment D.

Contractor agrees that in the event it employs or contracts with any Subcontractor(s) in connection with this Contract, Contractor will secure from each Subcontractor an affidavit that certifies the Subcontractor’s current and continuing compliance with O.C.G.A. §13-10-91 throughout the Contract Term. Any signed Subcontractor affidavit(s) obtained in connection with this Contract shall be attached hereto as Attachment E. Each Subcontractor agrees that in the event it employs or contracts with any sub-subcontractor(s), each Subcontractor will secure from each sub-subcontractor an affidavit that certifies the sub-subcontractor’s current and continuing compliance with O.C.G.A. §13-10-91 throughout the Contract Term. Any signed sub-subcontractor affidavit(s) obtained in connection with this Contract shall be attached hereto as Attachment F.

M. County Representative The County may designate a representative through whom the Contractor will contact the County. In the event of such designation, said representative shall be consulted and his/her written recommendation obtained before any request for extra work is presented to the County. Payments to the Contractor shall be made only upon itemized bill submitted to and approved by said representative.

N. Contractor’s Status The Contractor will supervise and direct the Work, including the Work of all Subcontractors. Only persons skilled in the type of work which they are to perform shall be employed. The Contractor shall, at all times, maintain discipline and good order among his/her employees, and shall not employ any unfit person or persons or anyone unskilled in the work assigned him/her. The relationship between the County and the Contractor shall be that of owner and independent contractor. Other than the consideration set forth herein, the Contractor, its officers, agents, servants, employees, and any Subcontractors shall not be entitled to any County employee benefits including, but not limited to social security, insurance, paid annual leave, sick leave, worker's compensation, free parking or retirement benefits. All services provided by Contractor shall be by employees of Contractor or its Subcontractors and subject to supervision by Contractor. No officer or employee of Contractor or any Subcontractor shall be deemed an officer or employee of the County.

Personnel policies, tax responsibilities, social security payments, health insurance, employee benefits and other administrative policies, procedures or requirements applicable to the Work or services rendered under this Contract shall be those of the Contractor, not the County.

O. Georgia Open Records Act Contractor shall comply with the applicable provisions of the Georgia Open Records Act, O.C.G.A. §50-18-70 et seq.

P. First Source Jobs Ordinance and Preferred Employees The Contractor is required to comply with the DeKalb County First Source Jobs Ordinance, Code of DeKalb County as Revised 1988, section 2-231 et seq., and among other things, is required to make a good faith effort to hire DeKalb County residents for at least fifty percent 50% of all jobs created by an Eligible Project, as that term is defined in the First Source Ordinance, using the First Source Registry. Contractors, subcontractors, and independent contractors bidding on this contract will be encouraged by DeKalb County to have 25% or more of their labor forces for this project consist of Preferred Employees selected from the First Source Registry. The First Source Registry has Preferred Employees trained by U.S. Department of Labor registered apprenticeship programs and other partners. The First Source Registry has Preferred Employees trained by U.S. Department of Labor registered apprenticeship programs and other partners. For information on Preferred Employees, please contact the WorkSource DeKalb by telephone at 404-687-3400 or in person at 774 Jordan Lane, Building 4, Decatur, GA 30033.

Q. Business License Contractor shall submit a copy of its current, valid business license with this Contract. If the Contractor is a Georgia corporation, Contractor shall submit a valid county or city business license. If Contractor is a joint venture, Contractor shall submit valid business licenses for each member of the joint venture. If the Contractor is not a Georgia corporation, Contractor shall 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. If Contractor holds a professional license, then Contractor shall submit a copy of the valid professional license. Failure to provide the business license, certificate of authority, or professional license required by this section, may result in the Contract being terminated. Contractor shall ensure that any insurance, license, permit or certificate submitted in response to the County’s RFP or as part of the Contract shall be current and valid when submitted, and shall remain valid, current and maintained in good standing for the Contract Term.

R. Sole Agreement This Contract constitutes the sole contract between the County and the Contractor. The terms, conditions, and requirements of this Contract may not be modified, except by Change Order. No verbal agreement or conversation with any officer, agent, or employee of the County, either before or after the execution of the Contract, shall affect or modify any of the terms or obligations herein contained. No representations, oral or written, shall be binding on the parties unless expressly incorporated herein. No Change Order shall be enforceable unless approved by official action of the County as provided by law or in this Contract.

S. Attachments and Appendices This Contract includes the following Attachments and Appendices all of which are incorporated herein by reference: Attachment A, Scope of Work, Attachment B, Contractor’s Quote Form; Attachment D, Contractor’s Affidavit (if applicable);

Attachment E, Subcontractor’s Affidavit(s)(if applicable); Attachment F, Sub-Subcontractor’s Affidavit(s) (if applicable); Attachment G, Certificate of Corporate Authority, Articles of Organization, or Joint Venture Certificate; Attachment H, Required Documents (if applicable);

Appendix I, and the County’s RFQ.

T. Severability If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances, other than those as to which it is held invalid, shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law.

U. Notices Any notice or consent required to be given by or on behalf of any party hereto to any other party hereto shall be in writing and shall be sent to the County’s Chief Executive Officer and the Executive Assistant or to the Contractor or his/her authorized representative on the work site by (a) registered or certified United States mail, return receipt requested, postage prepaid, (b) personal delivery, or (c) overnight courier service. All notices sent to the addresses listed below shall be binding unless said address is changed in writing no less than fourteen days before such notice is sent. Future changes in address shall be effective upon written notice being given by the Contractor to the County’s Executive Assistant or by the County to the Contractor’s authorized representative via certified first-class U.S. mail, return receipt requested. Such notices will be addressed as follows:

If to the County:

Chief Executive Officer 1300 Commerce Drive, 6th Floor Decatur, GA 30030 and

Executive Assistant 1300 Commerce Drive Decatur, Georgia 30030

With a copy to: Chief Procurement Officer 1300 Commerce Drive, 2nd Floor Decatur, Georgia 30030

With a copy to: Director of the Finance Department 1300 Commerce Drive Decatur, Georgia 30030

If to the Contractor:

V. Counterparts This Contract may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same Contract.

W. Controlling Provisions The Contract for this Project shall govern the Work. If any portion of the Contract shall be in conflict with any other portion, the various documents comprising the Contract shall govern in the following order of precedence: Contract, Change Orders or modifications issued after execution of the Contract; and the provisions of the County’s RFQ.

[SIGNATURES FOLLOW ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in three counterparts, each to be considered as an original by their authorized representative.

By: (SEAL) Signature

Name (Typed or Printed)

Title

Federal Tax I.D. Number

Date

ATTEST:

Signature

Name (Typed or Printed)

Title

DEKALB COUNTY, GEORGIA

by Dir.(SEAL)

MICHAEL L. THURMOND

Chief Executive Officer

Date

ATTEST:

BARBARA H. SANDERS, CCC, CMC

Clerk of the Chief Executive Officer and Board of Commissioners of

APPROVED AS TO SUBSTANCE:

Department Director

APPROVED AS TO FORM:

County Attorney Signature

County Attorney Name (Typed or Printed)

ATTACHMENT A

(Sample County Contract)

SCOPE OF WORK

(To be inserted)

ATTACHMENT B

CONTRACTOR’S QUOTE FORM

ATTACHMENT D

Contractor Affidavit under O.C.G.A. §13-10-91

ATTACHMENT E

(Sample County Contract)

Subcontractor Affidavit under O.C.G.A. § 13-10-91

ATTACHMENT F

Sub-subcontractor Affidavit under O.C.G.A. § 13-10-91

ATTACHMENT G

(Sample County Contract)

CERTIFICATE OF CORPORATE AUTHORITY

(To be inserted if applicable)

ARTICLES OF ORGANIZATION

(To be provided by the Contractor if applicable)

(Sample County Contract)

CERTIFICATE OF AUTHORITY – JOINT VENTURE

(Separate Certificate to be submitted by each joint venture partner)

I, ,(1) certify that

1. I am the ________(2) of __________________________,(3) (hereinafter “Venturer”);

2. Venturer is a partner and participant in the joint venture named as Contractor in that certain

Contract for Construction dated ______ with DeKalb County, issued pursuant to Invitation to Bid or Request for Proposal No. _______;

3. Venturer is organized and incorporated to do business under the laws of the State of

4. , who executed this Contract on behalf of the Contractor was, then and there, ; and

5. Said Contract was duly signed by said officer for and in behalf of…