RFQ 24_020 _SN_Shirts_2023_2024.pdf

BIBB COUNTY PUBLIC SCHOOLS - REQUEST FOR Quotes

Bibb County Schools is soliciting Bids from qualified Bidders to provide Shirts for the Staff of School Nutrition.

RFQ # 24-020

RFQ TITLE: STAFF SHIRTS FOR SCHOOL NUTRITION (SN)

RFQ Schedule - Date & Time RFQ Issued 11/13/2023 Pre-proposal Meeting 11/20/2023 @ 9 AM, EST.

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Deadline for Questions 11/22/2023 @ 8 AM , EST RFQ Due Date and Time 12/04/2023 @ 11 AM, EST Proposals must be received by the due date and time. No late proposals will be accepted.

RFQ Buyer Contact Information Name Elaine M Wilson - Beverly E-Mail Elaine.Wilson@bcsdk12.net;

Any inquiries or requests regarding clarification of this RFQ document shall be submitted to the buyer in writing.

Offerors may contact ONLY the buyer regarding the terminology stated in the procurement documents.

RFQ Submittal Location All Submittals are completed Via

BONFIRE:

https://bcsdk12.bonfirehub.com/portal/?tab=openOpportunities.

Registration is FREE – A valid account is needed to review the bid opportunity.

RFQ Term

Bibb County Public Schools reserves the right to enter into a four (4) year contract with the awarded Offeror(s). One year with three-year renewals if deemed necessary.

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Ladies and Gentlemen:

The Bibb County School District takes this opportunity to announce that we are requesting bids for _Shirts for the SN Staff – One Time NEED All bids should be delivered to the BONFIRE PORTAL…

Bids will be accepted prior to December 4th, 2023 @ 11 am, EST. at which time they will open and reviewed by the Procurement Office.

All bids will be evaluated as described in the attached document time is of the essence and any bids received after the announced time and date for submittal whether by mail or otherwise, will be rejected. The time of receipt shall be determined by the time clock stamp in the Purchasing Department.

Late bids received will be so noted in the bid file in order that the vendor's name will not be removed from the subject commodity/service list. Late bids will not be considered.

All Vendors Completing this bid should register online as well, please visit the Bibb County School District website, under Department, Procurement, Vendor Registration. www.bcsdk12.net.

If you have any questions concerning this bid, please submit them in writing to Elaine M. Wilson, Elaine.wilson@bcsdk12.net. In addition, all communication relating to this bid solicitation, either before or after the bid opens, must be coordinated through the Purchasing Department to Elaine Wilson, via email ONLY;

Elaine.Wilson@bcsdk12.net.

Your interest and participation in submitting a bid will be appreciated.

Elaine M. Wilson - Beverly Executive Director of Procurement http://www.bcsdk12.net/ mailto:Elaine.wilson@bcsdk12.net mailto:Elaine.Wilson@bcsdk12.net

INTRODUCTION

1.1 BACKGROUND

Bibb County School District is committed to excellence and student achievement. Bibb County School District is fully accredited through AdvancedED-Southern Association of Colleges and Schools Council on Accreditation and School Improvement. Bibb County School District is a diverse K-12 system located Macon, Georgia, with 26 elementary schools, 6 middle schools, and 6 comprehensive high schools, along with 1 alternative school. Student enrollment is approximately 20,000.

INTENT TO AWARD

Bibb County School District intends to make one (1) award to the lowest responsible, and responsive bidder; however, Bibb County School District reserves the right to make multiple awards or no award for RFQ No: 24-020; shirts for SN Staff.

1.1.1 Responsibility. The determination of the Bidder’s responsibility will be made by Bibb County School District based on whether the Bidder meets the following minimum standard requirements:

1.1.1.1 Has the appropriate and adequate experience required to provide services for the requested items

1.1.1.2 Has adequate personnel to fulfill the order.

1.1.1.3 Ability to comply with the required or proposed

schedule.

1.1.1.4 Has a satisfactory record of performance.

1.1.1.5 Bidder must have the ability to provide future services.

1.1.1.6 Has adequate financial means to meet obligations

incidental to the work; and

1.1.1.7 Such other factors as the Bibb County School District determines to be pertinent to either the bid or the contract.

1.1.2 Responsiveness. The determination of the Bidder’s responsiveness will be made by Bibb County Schools based on a consideration of whether the Bidder has submitted complete bid documents meeting bid requirements without irregularities, exclusions, special conditions, or alternative bids for any item unless specifically requested in the solicitation.

TERM OF AGREEMENT

The Contract shall commence within ten (10) calendar days after receipt of the award letter.

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 not 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 Bibb County School District on June 30th of the year in which it was executed and on June 30th of each succeeding and renewed year, as required by O.C.G.A. § 20-2-506(b), as amended, unless terminated earlier in accordance with the termination provisions of this agreement. If needed, the annual contract will be extended

90 days or for such period beyond the contract expiration date as it may be necessary to afford Bibb County School District a continuous supply of the items(s).

This contract shall not be deemed to create a debt of Bibb County School District 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.

DISCOUNTS

Awards will be made based on the net price of all items net price. When submitting bids or quotations, all discounts (any discounts, quantity discounts, combination of item discounts, all item discounts or any other form or combination of item discounts), must be calculated by the Bidder and reduced to a net unit price or, when requested, to an item net price. Discounts offered in any other form or time limit will not be considered in making the award.

SCOPE OF SERVICES AND SPECIFICATIONS

All services provided must comply with all federal, State of Georgia and local regulations and laws applicable. Bidder must provide Shirts for School Nutrition as specified in this RFQ and in accordance with Attachment A, Scope of Services and Specifications, attached hereto and incorporated herein by reference.

MINIMUM QUALIFICATIONS

1.2 Bidder must have three (3) years of experience with producing the shirts within the specifications provided; for a school district, college/university or any other governmental organization similar in size to Bibb County School District.

ADDITIONAL REQUIREMENTS

1.3 BUY AMERICAN REQUIREMENTS

1.3.1 School Nutrition programs are required to "Buy American" (7 CFR 210.21), when purchasing domestic commodity or product with Federal funds to the maximum extent practicable.

1.3.2 Domestic commodity or product” is as follows:

1.3.2.1 An agricultural commodity that is produced in the U.S., and

1.3.2.2 A food product that is processed in the U.S. substantially using agricultural commodities that are produced in the U.S.

1.3.2.3 "Substantially” is defined as: over 51 percent of the final processed product consists of agricultural commodities grown domestically.

1.3.2.4

FOOD PRODUCTS PRODUCED IN THE US ARE DEFINED AS:

1.3.3 An unmanufactured (raw) food product produced in the U.S., or

1.3.4 A food product that is manufactured in the U.S.

1.3.5 In case if unavailability of domestic product due to seasonably available quality or quantity or costs significantly higher, non- domestic product can be purchased on product-by-product basis.

1.3.6 If domestic product becomes unavailable, the distributor will provide thirty

(30) day notification. Included in the notification will be current market price of original product and market price of substituted product. Market price will come from a "third party market report".

1.3.7 Before substitutions are shipped, approval must be obtained from the

Executive Director of School Nutrition or designee.

CLEAN AIR/CLEAN WATER STATEMENT

The Bidder must comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)) Clean Air and Water Certification.

Vendor certifies that none of the facilities it uses to produce goods provided under the Contract are on the Environmental Protection Authority (EPA) List of Violating Facilities.

Vendor will immediately notify the School Food Authority of the receipt of any communication indicating that any of Vendor’s facilities are under consideration to be listed on the EPA List of Violating Facilities. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended - Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

ENERGY POLICY AND CONSERVATION ACT

The Bidder shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Public Law 94-163, 89 Stat.871).

1.4 PROCUREMENT OF RECOVERED MATERIALS (2 CFR 200.323) (if

applicable) Bidders must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

CIVIL RIGHTS STATEMENT AND ASSURANCE

1.4.1 Bibb County School District hereby agrees that it will comply with:

I. Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.);

II. Title IX of the Education Amendments of 1972 (20 U.S.C.

1681 et seq.);

III. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794);

IV. Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.);

V. Title II and Title III of the Americans with Disabilities Act (ADA) of 1990 as amended by the AD Amendment Act of 2008 (42 U.S.C. 12131- 12189);

VI. Executive Order 13166, "Improving Access to Services for Persons with Limited English Proficiency." (August 11, 2000);

VII. All provisions required by the implementing regulations of the Department of Agriculture (USDA) (7 CFR Part 15 et seq.);

VIII. Department of Justice Enforcement Guidelines (28 CFR Parts 35, 42 and 50.3);

IX. Food and Nutrition Service (FNS) directives and guidelines to the effect that, no person shall, on the grounds of race, color, national origin, sex, age, or disability, be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination under any program or activity for which the Program applicant receives Federal financial assistance from USDA; and hereby give assurance that it will immediately take measures necessary to effectuate this Agreement; and

X. The USDA non-discrimination statement that in accordance with Federal civil rights law and U.S Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs).

EQUAL EMPLOYMENT OPPORTUNITY

The Bidder shall comply with Executive Order 11246 entitled “Equal Employment Opportunity” as amended by Executive Order 11375, and as supplemented in the Department of Labor regulations (41 CFR Chapter).

HAZARD ANALYSIS AND CRITICAL CONTROL POINT (HACCP)

The Bidder shall submit with their bid, documentation certifying that the company is operating under a third party audited Hazard Analysis and Critical Control Point (HACCP) program or documentation certifying bidder shall use Good Manufacturing Practices.

DOCUMENT REVIEW

The Bidder shall allow access by the Federal grantor agency, the comptroller General of the United States, or any of their duly authorized representatives of the School Nutrition Program to any books, documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions.

REQUIREMENTS CONTRACT CLAUSE

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

FIXED PRICE PROVISION

The successful Bidder must warrant that the bid price(s), terms, and conditions stated in the bid shall be firm through the bid process and until the time the award is made at which time prices shall remain firm and fixed for the entire contract period.

ESCLATION/DE-ESCALATION CLAUSE

Prices shall remain firm for the term of the contract unless economic adjustments are agreed upon by both parties and based on the most recent published Consumer Price Index at the time of the request. For the purposes of this section, the Consumer Price Index Changes in Fuel Price Indexes as published by the United States Energy Information Administration [https://www.eia.gov/petroleum/gasdiesel/] will be the benchmark. Bibb County School District will use the most recent year-over-year data available at the time of request. Bibb County School District reserves the right to accept or reject the request for a price increase and if appropriate, to utilize other resources in evaluating escalation requests, including requesting confirmation from the manufacturer. This clause also enables Bibb County School District to seek de-escalation on the basis of the same cited index, terms, and other resources. Request can only be submitted in December and May during the contract period(s).

CONTRACT WORK HOURS/SAFETY STANDARDS ACT (40 U.S.C. 3701-3708)

http://www.eia.gov/petroleum/gasdiesel/ http://www.eia.gov/petroleum/gasdiesel/

All contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each vendor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C.

3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous.

These requirements do not apply to the purchases of supplies or materials or articles.

CODE OF CONDUCT

The following conduct will be expected from all vendors who are engaged in the procurement process that uses School Nutrition Program funds including award, administration of contracts, and receipt of products. No employee, officer, or agent of the Bibb County School District shall participate in selection or in award or administration of a contract supported by the School Nutrition Program funds if there is a conflict of interest, real or apparent, would be involved. Conflicts of interest arise when one of the following has a financial or other interest in the firm selected for the award:

1. The employee, office, or agent.

2. Any member of his/her immediate family;

3. His or her partner; and

4. An organization which employs or is about to employ one of the above.

Further, the employees, officers, or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from vendors or parties to sub- agreements; and the purchase of any food or service from a vendor for individual use is prohibited; and the removal of any food, supplies, equipment, or school property, such as records, recipe books, supplies and the like is prohibited;

and outside sale of such items as used oil, empty cans, and the like will be sold by contract between the Bibb County School District and an outside agency. Individual sales by any school personnel to an outside agency or any other person is prohibited. If any employee, officer, or agent fail to abide by the above stated code could result in a fine, suspension, or both, and dismissal. The code of conduct will be provided to anyone upon request by the School Nutrition Department. Bibb County School District/SFA will not be responsible for any other explanation or interpretation which anyone presumes to make on behalf of the district.

REQUIRED FORM SUBMITTALS

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

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APPENDIX A

PURCHASING DEPARTMENT

CODE OF ETHICS

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

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

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

IV. Conduct business with potential and current Contractors 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 Bibb County Schools’ interest by ensuring that Contractors honor all terms of their contracts.

APPENDIX B

GENERAL TERMS AND CONDITIONS

The General Terms and Conditions contained in this Invitation for Bids (RFQ) 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, Bidder, Contractor, Supplier, Provider and Vendor may be used interchangeably herein.

Contract Renewal. Upon executing its option to renew, Bibb County School District 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, 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.

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.

The Contractor shall invoice Bibb County School District 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:

Bibb County Schools Attn:

School Nutrition Department

2011 Riverside Drive

Macon, Georgia 31204

Attn: Accounting Department and Executive Director of Nutrition

a. All invoices must show the contract number, work performed and period of work. Payment will be made via electronic payment or check.

Bibb County School District reserves the right to modify these terms should extenuating circumstances prevail.

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

Scope of Services. Contractor shall provide Shirts Purchases for School Nutrition as requested by Bibb County School District on an as needed basis in accordance with the RFQ and Scope of Services.

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. Contractors shall obtain and maintain all permits, licenses, certifications, and approvals as required by all regulatory agencies with authority over the assigned Services, including any regulatory agencies of Bibb County School District.

Insurance.

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

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

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 Bibb County 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.

Bibb County Schools shall be covered as 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.

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

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

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:

Best’s Rating not less than A, and

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

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, Bibb County School District 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.

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

Comprehensive General Liability Insurance

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.

Comprehensive Form

Contractual Insurance

Personal Injury

Broad Form Property Damage

Premises – Operations

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.

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.

Comprehensive Form

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.

Conflict of Interest Notice to Bidders. 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, construction, operation and management of Bibb County School District projects shall be made to the Bibb County School District in the technical response of the firm’s bid, and in advancement of assignment so that real or potential conflicts of interest can be avoided.

In any circumstance where Bidder, including any joint venture partners, parent or subsidiary companies, or affiliates under common control, is providing Services or work under another contract with Bibb County School District and a dispute, claim or conflict of interest arises between Bibb County School District and such Contractor under this agreement or another contract, Bibb County School District 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 Bibb County School District. Should Bibb County School District 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 Bibb County School District 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 Bibb County School District under this Agreement, any other contract or as may be available under applicable law.

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 Bibb County School District. 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 Bibb County School District 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.

Contractor’s Personnel. The Contractor shall assign sufficient qualified personnel to provide the Services required by Bibb County School District. 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 Bibb County School District. Without cost to Bibb County School District, the Contractor agrees to remove any personnel who has engaged in a willful misconduct or had committed a material breach of this agreement.

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 Bibb County School District; 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:

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

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

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

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.

Confidential Information.

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 Bibb County School District, Contractor will return any trade secrets to Bibb County School District. 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.

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.

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 Bibb County School District 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 Bibb County School District. Any of Contractor’s or its Contractors’ works of authorship comprised within the Work Product (whether created alone or in concert with Bibb County School District 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 Bibb County School District.

Contractor and its Contractors grant Bibb County School District a non- exclusive, perpetual, worldwide, fully paid up, royalty-free license to all Work Product not exclusively developed for Bibb County School District under this Agreement.

If any of the Work Product is determined not to be a “work made for hire”, Contractor assigns to Bibb County School District, 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 Bibb County School District, Contractor unconditionally and irrevocably waives the enforcement of such rights and irrevocably grants to Bibb County School District 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.

Bibb County School District 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.

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

Without any additional cost to Bibb County School District, Contractor Personnel shall promptly give Bibb County School District all reasonable assistance and execute all documents Bibb County School District may reasonably request to enable Bibb County School District to perfect, preserve, enforce, register and record its rights in all Work Product. Contractor irrevocably designates Bibb County School District 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.

Audit Inspection Rights.

General. Contractor will provide to Bibb County School District, and any Person designated by Bibb County School District, 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 Bibb County School District. Contractor shall provide full cooperation to Bibb County School District and its designated Persons in connection with audit functions and examinations by regulatory authorities.

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 Bibb County School District has overpaid any amounts to Contractor, Contractor shall promptly refund such overpayment and Contractor shall also pay to Bibb County School District 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 Bibb County School District by Contractor.

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 Bibb County School District immediately of any request made under the Open Records Act and shall furnish Bibb County School District with a copy of the request and the response to such request.

Contractor Affidavit and Compliance.

Pursuant to O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10- 1-.02, Bibb County School District 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.

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.

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.

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.

Performance of Agreement.

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

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.

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

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.

Indemnification. Contractor shall agree to indemnify, defend, save and otherwise hold harmless Bibb County School District, its elected and appointed officials, departments, agencies, boards, authorities, directors, officers, employees, and volunteers against and/or from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs, attorneys’ fees and any other costs associated and/or related in any way to any claim or litigation for or on account of any property damage, injury or death to any person or action related to such brought by any person and/or estate which may arise or which may be alleged to have arisen out of or in connection with the work covered by this Agreement, except to the extent that such loss results from the negligence of Bibb County School District. This indemnity provision shall include activities required for compliance with all applicable environmental laws, ordinances and regulations in effect during the term of this Agreement and continue for a period of two years after termination thereof. The successful Contractor shall protect Bibb County School District from claims involving infringements of patents, copyrights or other intellectual property rights. The unauthorized use of patented articles is done at the risk of the Contractor. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation laws of the State of Georgia or arising out of the failure of such vendor to conform to any federal, state or local law, statute, or ordinance, rule, regulation or court decree. Contractor shall be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. Contractor shall agree to waive all rights of subrogation and/or financial recovery of any kind in favor of Bibb County School District, its departments, all elected and appointed officials, to include, but not limited to, its directors, officers, agents, boards, volunteers, and employees for losses arising or alleged to have arisen out of any work performed in relation to the Agreement.

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

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

Equitable Remedies. The Parties agree that, notwithstanding the provisions of this Section, due to the unique nature of either Party’s Confidential Information, there may not be an adequate remedy at law for a breach of the Section titled “Confidential Information”, which breach may result in irreparable harm to the non-disclosing Party. Accordingly, in such instance, the non-breaching Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

Assignment. Except as other provided herein, this Agreement shall not be sold, assigned or transferred by Contractor by process or operation of law or in any other manner whatsoever, including intra-corporate transfers or reorganizations between or among a subsidiary of Contractor, or with a business entity which is merged or consolidated with Contractor or which purchases a majority or controlling interest in the ownership or assets of Contractor without the prior written consent of Bibb County School District.

Contractor may subcontract to an Affiliate or a third-party work to be performed under this Agreement or otherwise assign the rights and obligations hereunder to such Affiliate but will remain financially responsible for the performance of such obligations.

Non-Discrimination. Notwithstanding any other provision of this Agreement, during the performance of this Agreement Contractor, for itself, its heirs, personal representatives, successors in interest and assigns, as part of the consideration of this Agreement does hereby covenant and agree, that:

In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, sex, disability, age, or reprisal or retaliation for prior…