RFQP 46_022 Design_Build Ballistic Wall at HC.pdf

Hall County Government

FINANCIAL SERVICES

PURCHASING DIVISION

POST OFFICE DRAWER 1435

GAINESVILLE, GA 30503

t: 770.535.8270 | f: 770.531.6711

FINANCIAL SERVICES DIRECTOR

Taylor Samples, CPA

ASSISTANT FINANCE DIRECTOR

Elizabeth White

PURCHASING MANAGER

Andy Youngblood

Request for Qualifications with Cost Proposals

RFQ/P #46-022

For the provision of

Design/Build Ballistic Wall for Hall County Sheriff Firing Range

Purpose: Hall County, Georgia, Sheriff’s Office (herein “County”), located at 2859 Browns Bridge Road, Gainesville, GA 30504, is seeking qualified Contractors for the design and construction of a ballistic wall for Range #2 at the Sheriff’s firing range (herein “Services”).

Schedule of Events:

Bid Post Date: Friday, August 15, 2025 Optional On-Site Pre-Bid Meeting: Thursday, September 4, 2025, at 9:00am at the Hall County Sheriff’s Firing Range located at 2684 Allen Creek Rd, Gainesville, GA 30507.

Bidder’s Questions Due Date: Friday, September 12, 2025 Response to Bidder Questions Due: Tuesday, September 16, 2025.

Bid Due Date: Thursday, September 25, 2025, 2:00pm EST

Bidding Process: The County is now accepting sealed bid proposals from qualified Contractors (herein “Bidder” or “Contractor”) for the Services. The County will accept sealed bids in the Purchasing Division on the fourth (4th) floor of the Hall County Government Center, located at 2875 Browns Bridge Road, Gainesville, GA 30504, Thursday, September 25, 2025, by 2:00pm EST. Late bids may not be evaluated. All bid packets must be sealed, and time and date stamped by the Hall County receptionist located on the 4th floor to be considered.

Term: The contract term will be from the issuance of a Notice to Proceed until substantial completion and final inspection by the County’s project manager listed herein.

Cost Proposals: Bidder’s costs shall be firm and fixed for the duration of the contract term.

Questions: Address all questions and communications solely to Andrew Youngblood, Issuing Officer at andrew.youngblood@hallcounty.org for clarifications of these RFQ/P requirements.

Public Reading: Bid openings are open to the public and Bidders.

Bidders are not required to attend but may do so. The Issuing Officer named herein will open and publicly read all Bidders’ company names and location on the date, time and address above. Cost will not be read at this time.

Addenda: If needed and in the best interest of the County, the Purchasing Division may make any extension of the bidding period by a formal written addendum and publicly posted on the County website. All addenda must be signed by the Bidder and returned with the bid packet.

Proposal Documents: Bidders may obtain all submittal documents at no cost via the County’s Website at https://www.hallcounty.org/Bids.aspx, then click the link for Design/Build Ballistic Wall for HC Sheriff Firing Range and download all required documents under “Related Documents” at the bottom of the webpage. Any addenda will also be posted at the bottom of the webpage as needed and Bidders are responsible for checking for addenda. Addenda must be signed and returned along with the Bid Packet.

Optional Pre-Bid Meeting: Thursday, September 4, 2025, at 9:00am at the Hall County Sheriff’s Firing Range located at 2684 Allen Creek Rd, Gainesville, GA 30507. Attendance is optional.

Request for Clarification: The County reserves the right to request clarification of information submitted though a written Request for Clarification. The County may also request in-person or virtual presentations, interviews, and may choose to enter into negotiations with Bidders as needed.

Bid Response: The County considers a bid response as an irrevocable offer, good for a period of one hundred twenty (120) days from submission. The County reserves the right to reject all proposals, in full or part, and to negotiate fees, conditions, or other terms with the Bidder(s) submitting the overall best scored proposal. Furthermore, the County may cancel the RFQ/P in its entirety if in the best interest of the County. The County may waive nonmaterial irregularities, informalities, and errors and seek clarification of such.

Legally Binding Agreement: The County and the selected firm shall enter into a formal agreement; substantially in the form of the attached Exhibit B – Contract for Services by countersigning the contract with an execution date. Contracts are only valid if they are countersigned by the County’s Chairman of the Board of Commissioners. Bidders must sign the Exhibit B – Contract for Services and submit it with their bid response. All questions regarding the Scope of Work must be submitted to the Issuing Officer by close of business Friday, September 12, 2025. If there are no written objections, then the County will understand this to be an affirmative acceptance of the Scope of Work as it is presented.

EVALUATION METHODOLOGY

Technical Qualifications & Proposal Response: Bidders must answer all questions found on Exhibit G – Scored Questions, which are weighted and will be scored by the County’s evaluation committee. The County’s evaluation committee will score and assign point values to the responses. The total maximum points are set at 1,000. The County has assigned an 70/30 split for scoring points: seven hundred (700) points available for Technical Qualifications, and three hundred (300) points available for the Cost Proposal. The Bidder with the highest total point score closest to 1,000 will be the apparent contract award winner.

Unanswered questions will earn a 0-point score. The Bidder’s response should limit answers directly to the questions asked. Each answer will be scored on a scale between twenty-five (25) percentage points as shown;

Poor = 0% Marginal = 25%

Adequate = 50% Good = 75% Excellent = 100%

In addition to the space provided on Exhibit G, Bidders may expand their answers to the questions onto separate pages if needed with the question repeated at the top of each page. Bidders may input “see attached” in the space provided next to each question.

Responses to the questions should be clear and concise. Where appropriate, Bidders should show statistical information in a tabular chart format and textual information in bullet form.

Summarize key points at the beginning of each answer. All quantitative material should include complete assumptions and be supported by detailed schedules evidencing all calculations and results.

Please do not submit bound bid responses. Provide one-sided documents only. Do not include superfluous marketing brochures nor unnecessary promotional materials. These will not be evaluated. Address each specific question with direct, detailed answers.

Bidder Response:

Technical Qualifications Each Bidder must provide four (4) hard paper copies, with one (1) marked “Original” and four (4) marked “Copy” of its Technical Qualifications response. Submit all four (4) hard paper copies in a sealed envelope(s) separate from the Cost Proposal.

Cost Proposal Bidders are to also submit one (1) hard paper copy of their Exhibit C – Cost Proposal Worksheet.

Combined Digital Response Additionally, Bidders must provide their response on one (1) USB drive with two (2) folders therein, one entitled “Technical Qualifications Response”, containing the technical response, and one (1) entitled “Cost Proposal”. Do not include the cost proposal in the technical response folder as this may cause your proposal to be rejected.

Evaluation and Selection: The County will evaluate all submittals in accordance with the Official Code of Hall County, Georgia 3.10, and as further detailed herein. The County will evaluate proposals using a two-step process. The first is the “Technical Qualifications Proposal” that outlines the bidding firm’s qualifications, experience, and its approach to deliver the services. The second is the “Cost Proposal” whereby the evaluation committee will evaluate the proposed cost for the Services to determine the best value for the County.

Cost Evaluation: This solicitation is heavily focused on a firm’s qualifications, experience, and capabilities. Therefore, award may not be made solely based on the lowest cost bid. Cost will be given more importance when all the other evaluation criteria are relatively equal.

The County may deem an unreasonably low cost, and the highest cost, as materially unbalanced.

In such cases then the County reserves the right to reject the proposals.

Cost is not the only consideration for award. If, in the County’s sole discretion, qualifications between two (2) or more Bidders are equal, then the County may make an award to the lower cost Bidder among them. The County will evaluate cost as presented on Exhibit C – Cost Proposal Worksheet. Any and all fees should be detailed in the response.

Validation: Hall County requires that Bidders provide a cover letter with a signature by an officer of the firm with the submittal to ensure its originality.

Bid Retention: The County reserves the right to retain all proposals submitted and use any idea(s) in a proposal regardless of contract award or not. The County shall have the right to waive any informality or irregularity of immaterial deviation, omissions, and clerical errors in any bid received.

Mandatory Documents: Bidders must complete and return all forms, exhibits, addenda, and other documents attached to this RFQ/P with their bid proposal. Failure to do so may deem the proposal non-responsive and the County may not evaluate it for award.

Award Process: The County will not make an award of contract solely based on lowest bid, but also on approach, references, qualifications, and other subjective criteria as the County may deem necessary and determine at its sole discretion.

Non-Collusion Requirement (aka Cone-of-Silence): Bidders must not have contact of any nature with other Bidders, County staff members, elected officials, nor County Commissioners during this RFQ/P evaluation process. The County may deem such as collusion, thus rendering the submission in violation of the Official Code of Hall County, and therefore the County may deem the proposal as non-responsible and not evaluate the proposal for an award.

By submitting a proposal, the Bidder represents and warrants that no official or employee of Hall County Government has, in any manner, an interest, directly or indirectly, in the proposal or in the contract which may be made under it, or in any expected profits to arise therefrom.

Open Records: All documents, communication, and proposals fall under the Georgia Open Records Act and are subject to disclosure to an Open Records Request.

Taxes: Hall County, Georgia, is exempt from State of Georgia Sales and Use Tax. A Certificate of Exemption will be made available upon request to the awarded firm.

Bid Bond: All Bidders must submit with their bid submission a bid bond equal to five percent (5%). Bidders must also include in their bid submissions a letter of bondability. The County will only accept surety companies licensed to do business in the State of Georgia.

Performance and Payment Bonds: The awarded Contractor must furnish to the County both a Performance and Payment bond, each equal to one hundred percent (100%) of the Contract’s total awarded amount. The County will only issue a Notice to Proceed after the bonds are received. The County will only accept surety companies licensed to do business in the State of Georgia. The Contractor must provide all required bonding instruments to the County prior to the commencement of any work. The County will consider any work done prior to the receipt of bonding instruments as null and void and thus not eligible for compensation.

Table of Contents

1.0 Introduction

2.0 Statement of Need

3.0 General Terms and Conditions

4.0 Scope of Work

5.0 Submission of Proposals

6.0 RFQ/P Response Preparation

7.0 Selection Process

8.0 Steps to Award

9.0 Exhibits and Attachments

1.0 INTRODUCTION

Hall County, Georgia desires to award one (1) company for the Services and is soliciting submissions for this Request for Qualifications with Cost Proposal (herein “RFQ/P”) for the Services.

2.0 STATEMENT OF NEED

The County expects the awarded company to be prompt, attentive, and able to perform the work in a timely and scheduled manner and with all personnel, including subcontractors, to be professional in approach and uniform in production.

In case of default by the awarded Bidder, the County reserves the right to move on to the next highest scoring Bidder to complete the Services, and the County will make a claim against the bid bond of the first awarded Bidder.

3.0 GENERAL TERMS AND CONDITIONS

A. The County reserves the right to conduct any review it may deem advisable to assure services conform to the specifications.

B. Prospective firms, including all officers, must not be, or have been, barred by any Federal, State, or Local authority.

C. A Bidder must not be, or have been, in any legal suit for negligence, willful misconduct, fraud or otherwise malpractice charges.

D. A Bidder must be legally able to conduct business in the State of Georgia.

E. A Bidder must not have abandoned a project or an engagement or otherwise been terminated for non-performance or subpar performance.

F. A Bidder must not be under an enforcement action for related investigation pending by a professional or regulatory group.

4.0 SCOPE OF WORK

This is a design/build project. At present, there are no ballistic walls on the firing ranges. The purpose and intent of this RFQ/P is the design and construction of a ballistic wall for Range #2 at the existing Hall County Sheriff's Office firing ranges located on Allen Creek Road in Gainesville, GA. The range consists of two (2) firing ranges; however, the focus is only on Rage #2 at this time. The ballistic wall will contain any projectiles fired on Range #2 and prevent the possibility of any hazards to the public in general and the private businesses being constructed or operated near the ranges.

The County requires a ballistic protection height of 60 feet from grade at a minimum. This may include any portion of the existing berm and wall. Bidders will be responsible for field verifying dimensions of the proposed ballistic wall as well as analyzing and recommending changes and conditions to the Sheriff’s Office regarding the existing berm at the end of the range.

5.0 SUBMISSION OF PROPOSALS

Bidders submitting proposals must disclose their qualifications for the Services to the County in the format set forth below. Failure to provide the requested information may result in the proposal being deemed non-responsive and therefore eliminated from further consideration.

A. The County requests that Bidders submit proposals addressing all items listed below.

Failure to include any of these mandatory documents may result in disqualification. All responses must be in hard copy format. Bidders should submit one (1) copy of marked “Original” and three (3) marked “Copy”. The technical responses and cost proposals must be submitted in separate envelopes/packages: one envelope/package for technical responses, and one envelope/package for cost proposals. Bidders must also load all documents onto one (1) USB flash drive with the technical response and cost proposal separated into two (2) different file folders on the USB flash Drive.

B. Bidder’s must submit their sealed bid response packages with clearly marked with “RFQ/P #46-016 Design/Build Ballistic Wall at HC Sheriff Firing Range” on the outside.

C. The awarded firm must maintain insurance policies at the firm's own expense and must furnish the County with a Certificate of Insurance (COI) providing evidence of coverage at least in the amounts indicated in Exhibit B – Contract for Services. The COI must list the County as the certificate holder and as an additional insured under the commercial general, automobile, and umbrella liability policies as follows: “Hall County, Georgia, its Board of Commissioners, officers, employees, servants, and agents, 2875 Browns Bridge Rd, Gainesville, GA 30504”.

D. It is mandatory that the following documents be completed and included in the bid response. Include in the bid response package two (2) separate, sealed envelopes. Mark one envelope with “RFQ/P #46-016 Design/Build “Ballistic Wall at HC Sheriff Firing Range Technical Response” and enclose these completed mandatory exhibits:

Exhibit A – Bid Response Sheet Exhibit B – Contract for Services Exhibit D – Completed W-9 Form Exhibit E – E-Verify Affidavit Exhibit F – Ethics Affidavit Exhibit G – Scored Questions Any Addenda (Signed) Copy of Business License Certificate of Insurance Copy of Professional Licenses or Certifications

In a separate sealed envelope from above, enclose a completed Exhibit C – Cost Proposal Worksheet and clearly mark “RFQ/P #46-016 Design/Build Ballistic Wall HC Sheriff Firing Range Cost Proposal” on the outside of the envelope.

Do not enclose the Cost Proposal worksheet in the Technical Response envelope. This may render your proposal as non-responsive and thus not evaluated for award.

E. Bidders must submit to the following address. All deliveries must be date and timed stamped by the HCGC 4th Floor Receptionist. The County is not responsible for late bids due to mailing delays.

Hall County Government Center Attn: Andrew Youngblood, Issuing Officer Purchasing Division - 4th Floor 2875 Browns Bridge Road Gainesville, Georgia 30504

6.0. RFQ/P RESPONSE PREPARATION

A. The Bidder bears all responsibility for all expenses incurred in responding to this RFQ/P.

B. The County will not accept Joint Proposals unless otherwise noted herein.

C. Cover Letter: Prepare and submit a cover letter for transmittal addressing general qualifications. Provide the following information: Name of Proposer(s), Name and title of the person(s) who will manage the engagement, mailing address, physical address, telephone number(s), and email address(es) of Proposer(s).

D. Describe the organization of your firm, the location of offices, and the resources that are available to accomplish the work for the County.

E. Of the services listed in the Scope of Work, indicate which one(s), if any, your firm would be unable to provide. If there is another service that your firm could provide instead, please elaborate.

7.0 SELECTION PROCESS

A. The evaluation process will include a pre-selected evaluation committee comprised of Hall County stakeholders and subject matter experts. The Committee will evaluate the technical qualifications and cost proposals. The highest scoring Bidders may be asked for an interview, further negotiations, demonstrations, or a Best and Final Offer.

B. Each proposal should contain the Exhibit C – Cost Proposal Worksheet in a separate envelope as provided with the RFQ/P document.

C. The evaluation committee will review each proposal with regard to demonstrated breadth of service, experience, financial stability, personnel, rates, references, lead times and other related criteria.

D. The successful Bidder will be required to submit acceptable evidence of compliance with professional liability insurance coverage requirements as outlined in Exhibit B – Contract for Services.

E. Bidders are encouraged to submit clear and concise responses. Excessive length or extraneous information is discouraged. In an effort to ensure the County’s ability to evaluate and choose a successful Bidder, Bidders are encouraged to organize their proposal as follows:

Section 1 – Cover Letter and Executive Summary Section 2 – Answer all Mandatory Scored Questions Section 3 – Cost Proposals Submitted in a separate sealed envelope

F. Bidder’s must locate and complete all exhibits to this RFQ/P and submit with the bid.

Bidders failing to do so may result in the bid to be non-responsive and thus not evaluated.

Bidders are also encouraged to check Hall County’s website for addenda, attachments, and other supplemental documents for this RFQ/P during the bidding period.

G. If unable to reach an agreement with the highest scoring Bidder, the County retains the right to negotiate with the next highest scoring Bidder and so on until reaching a satisfactory agreement, or the County may terminate the process.

H. The County structured the evaluation process to secure highly competitive Bidders who would be most effective in delivering the Services. The primary objective of the evaluation process is to select a firm that:

a. Clearly demonstrates a thorough understanding of the contract responsibilities; and,

b. Presents a compelling work plan that yields the desired contract services and deliverables; and,

c. Shows adequate resources to handle the project; and,

d. Presents a focused effort to allocate those resources to the project; and,

e. Demonstrates exceptional value for the cost of services proposed.

8.0 STEPS TO AWARD

The evaluation committee will recommend award of the contract to the highest scoring Bidder. In the unlikely event of a tie, the County may enter into negotiations of terms and conditions. The County will present to the awarded Bidder a Notice of Award, a Purchase Order, and a Notice to Proceed.

Step 1: The evaluation committee will evaluate the Bidders’ responses according to the criteria as described herein and score and rank the proposals. The County reserves the right to request clarification of information provided and to request additional information required to assist in the evaluation process.

Step 2: The Purchasing Division will then open the cost proposals and the evaluation committee will score the responses. The Purchasing Division will combine these results with the results of scoring. After this scoring, the Purchasing Division will rank the Bidders on bid tabulation summary.

Step 3: The evaluation committee may schedule interviews with the Bidders. All costs associated with the interview (if required) will be at the expense of the proposing Bidder.

Step 4: Based upon the results of the proposals, references, and the interviews, the Purchasing Division along with the evaluation committee may negotiate with the Bidders(s) ranked highest in an attempt to reach agreement. If negotiations with the highest ranked Bidder are unsuccessful, the County may negotiate with the second ranked Bidder, and so on until reaching a satisfactory agreement.

9.0 EXHIBITS AND ATTACHMENTS

Exhibit A – Bid Response Sheet Exhibit B – Contract for Services Exhibit C – Cost Proposal Worksheet Exhibit D – W-9 Form Exhibit E – E-Verify Affidavit Exhibit F – Ethics Affidavit Exhibit G – Scored Questions Attachment 1 – Ranges 2 & 3 Aerial

EXHIBIT A – MANDATORY BID RESPONSE FORM

Bidders must complete and return this form with their bid.

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

Bid No: RFQ/P #46-022

Bid Name: Design/Build Ballistic Wall at Hall County Sheriff Firing Range

Date of Bid Submittal: _____________________

Affirmation: Bidder affirms the following by affixing a signature below:

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

Company’s Full Legal Name: ________________________________________

Bidder Signature: _________________________________________________

Print Name: ______________________________________________________

Title: ___________________________________________________________

Phone Number: __________________________________________________

Email Address: ___________________________________________________

Physical Address: _________________________________________________

City/State/Zip: ____________________________________________________

Unsigned bids may be declared as “non-responsive” and may not be evaluated.

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

______ Bidder does not offer this product/service

______ Unable to meet specifications

______ Unable to meet scheduled timeline

Exhibit B – Contract for Services

STATE OF GEORGIA CONTRACT #46-022

COUNTY OF HALL

For the provision of

Design/Build Ballistic Wall at Hall County Sheriff Firing Range

ARTICLE #101 – INTRODUCTION

This Contract for the design and construction of a ballistic wall at the Hall County Sheriff’s Office firing range. (hereinafter “Services”) is made and as entered into as of __________________ (execution date) and _______________________ (effective date) is by and between Hall County, Georgia, (hereinafter “County”) located at 2875 Browns Bridge Rd, Gainesville, Georgia 30504, and __________________________________________ which is principally located at _________________________________________________.

(hereinafter “Contractor”).

WHEREAS Contractor is an entity that is legally registered and qualified and holding any such licenses and certifications as may be required to render Services to do business in the State of Georgia. County and Contractor are known individually as a “Party” and collectively as the “Parties”; and, WHEREAS nothing contained in this Contract shall be construed to convert the Contractor or any of its employees, agents, into a partner, employee, or agent of the County, nor shall either Party to this Contract have any authority to bind the other in any respect; and, WHEREAS Contractor represents that it complies with the State of Georgia requirements for corporations and has signified a willingness to provide Services to the County and the County has relied on such representation; and, WHEREAS the Parties mutually desire to enter into this Contract to document the provision of Services by the Contractor to the County in exchange for payment as compensation; and, WHEREAS this contract will become legally binding upon signature and execution by both Parties; and, WHEREAS any documents, exhibits, attachments, plans, or references are all incorporated herein by reference, and, NOW THEREFORE, and in consideration of the mutual promises, terms, conditions, covenants, and agreements made as expressed and contained herein, or attached, incorporated, and made a part hereof, and other good and valuable consideration expressed by a valid offer and acceptance, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereto agree as follows:

ARTICLE #102 – CONTRACT

A. Contractor agrees to provide the Services to the County as detailed in the Scope of Work.

Unapproved work outside the Scope of Work may not be compensated.

B. County agrees to pay as compensation any fees as listed on the Exhibit C – Cost Proposal

Worksheet, which shall be fixed and firm for the duration of the contract unless modified by mutual consent via an amendment.

ARTICLE #103 – NOTICES

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

COUNTY PROJECT MANAGER COUNTY ISSUING OFFICER

Captain Stephen Wilbanks Andrew Youngblood Administrative Bureau Issuing Officer Hall County Sheriff’s Office Hall County Purchasing Division 2859 Browns Bridge Rd 2875 Browns Bridge Rd Gainesville, GA 30504 Gainesville, GA 30504 swilbanks@hallcounty.org andrew.youngblood@hallcounty.org Ph: (770) 503-3123 Ph: (770) 531-4940

CONTRACTOR’S CONTACT INFORMATION

Contact Names: ____________________________________________________________

Email Address(es): _________________________________________________________

Phone Number(s): __________________________________________________________

Physical Address: __________________________________________________________

City, State, ZIP: ____________________________________________________________

REMIT TO ADDRESS (if different): ____________________________________________

ARTICLE #104 – NON-EXCLUSIVE RIGHTS

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

ARTICLE #105 – CONTRACT TERM

Until substantial and final completion of the Services no later than March 1, 2026.

ARTICLE #106 – CONTRACT AMENDMENTS AND MODIFICATION

This Contract may only be modified, amended, or changed in writing and fully executed by both Parties hereto. This Contract constitutes the sole and entire Contract and understanding between the Parties as to the subject matter hereof, and no verbal promises have been made by either Party in relation hereto.

ARTICLE #107 – REMEDIES AND CONTRACT PERFORMANCE

In the event that either Party to this Contract breaches this Contract, including failure to meet the timetable set forth herein, the non-breaching Party shall provide a written Notice to Cure to the breaching Party which describes the breach of this Contract. The breaching Party shall have thirty

(30) days from the date of receipt of the written Notice to Cure the breach or to otherwise negotiate a resolution of the breach.

If the breach has not been cured and the Parties hereto have not resolved the issue described in the Notice to Cure by thirty (30) days after receipt of the letter, the Party authoring the letter shall be entitled to seek any and all remedies allowed by Georgia law, including damages, equitable relief, declaratory relief, specific performance, and/or relief as to any bonds issued hereon.

Additional provisions are:

A. Delay or Impossibility of Performance. Any failure or delay must be beyond the reasonable control of and without the fault or negligence of the Contractor. If the Services to be provided to the County are interrupted by a force majeure event, as defined below, the County will be entitled to an equitable adjustment to the fees and other payments due to the Contractor under this Contract. If delay results from a third-party’s negligent conduct or failure to perform, the Contractor shall not be excused from compliance with the terms and obligations of the Contract.

Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Contract for failure or delay in fulfilling or performing any obligation under this Contract when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including, but not limited to, fire, floods, embargoes, acts of war, civil unrest, insurrections, riots, strikes, lockouts or other labor disturbances, or acts of God; provided, however, that the Party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either Party shall provide the other Party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.

Definition: The term “force majeure” as defined in Black’s Law Dictionary is “an event or effect that can be neither anticipated nor controlled. It is a contractual provision allocating the risk of loss if performance becomes impossible or impracticable, especially as a result of an event that the Parties could not have anticipated or controlled.”

B. Obligations Beyond Contract Term. The Contract shall remain in full force and effect to the end of the specified term or until terminated or canceled pursuant to ARTICLE #108 –

TERMINATION PROVISIONS.

C. Transition Cooperation with the County and Cooperation with Other Contractors.

Contractor agrees that upon termination of this Contract for any reason, it shall provide sufficient efforts and reasonable cooperation and assistance to the County to ensure an orderly and efficient transition to the County or an alternative Contractor. Further, if the County has entered into or enters into contracts with other Contractors related to the Services, Contractor agrees to cooperate fully with other such Contractors. Contractor shall not engage in any act that will interfere with the performance of work by any other Contractor(s).

ARTICLE #108 – TERMINATION PROVISIONS

The County may terminate this Contract by providing sixty (60) days written notice to the Contractor at any time. Should the County terminate this Contract prior to the date of automatic termination, Contractor shall provide the County with all deliverables up to the date of termination thirty (30) days after the Notice to Terminate is issued. The County shall pay the Contractor for all work properly performed in compliance with the terms of this Contract up to the date of termination.

A. Termination for Convenience. Following sixty (60) days’ written notice, the County may terminate the Contract in whole or in part for any reason without the payment of any penalty or incurring any further obligation to the Contractor.

B. Termination for Cause. The occurrence of any of the following events shall constitute cause for the County to declare the Contractor in default of its obligations under the Contract:

1. The Contractor fails to deliver or has delivered nonconforming Services or fails to perform, to the County’s satisfaction, any material requirement of the Contract or is in violation of a material provision of the Contract including, but without limitation, the expressed warranties made by the Contractor.

2. The County determines that Contractor’s unsatisfactory performance substantially endangers completion or that default is likely to occur.

3. The Contractor fails to make substantial and timely progress toward performance of the Contract.

4. The Contractor becomes subject to any Bankruptcy or insolvency proceeding under federal or state law to the extent allowed by applicable federal or state law including Bankruptcy laws; the Contractor terminates or suspends its business; or the County reasonably believes that the Contractor has become insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law.

5. The Contractor has failed to comply with applicable federal, state, and local laws, rules, County ordinances, regulations, and orders when performing within the scope of the Contract.

6. The Contractor has engaged in conduct that has or may expose the County or the State to liability, as determined in the County’s sole discretion; or a material breach of the terms of the Contract by County upon County’s failure to cure such material breach after written notice thereof has been delivered in accordance with ARTICLE #108.C below constitutes cause for the Contractor to declare that the County is in default of its obligations under the Contract.

C. Notice of Default. If either Party causes any of the default events set out in ARTICLE #108

– TERMINATION PROVISIONS, then either Party shall issue a written Notice of Default to the Party that causes one (1) or more of the default events requesting that the breach or noncompliance be remedied within the period of time specified in the Notice of Default. If the breach or noncompliance is not remedied within the period of time specified in the written notice, the non-breaching Party may:

1. Immediately terminate the Contract for default without additional written notice; and/or,

2. In the event of a breach by the Contractor, the County may procure substitute Services from another source and charge the difference between the Contract and the substitute Contract to the defaulting Contractor; and/or,

3. Enforce the terms and conditions of the Contract and seek any legal or equitable remedies.

D. Termination Due to Non-Availability of Funds. This Contract will terminate immediately and absolutely if the County determines that adequate funds are de-appropriated such that the County cannot fulfill its obligations under the Contract, such determination being at the County's sole discretion and conclusive. County agrees to provide prompt written notice to Contractor in the event of any de-appropriation.

E. Termination due to Failure of Contractor to Act. The County may terminate the Contract for any of the following reasons effective immediately without advance notice:

1. If the Contractor must be certified or licensed as a condition precedent to providing the

Services, the revocation, suspension, or other loss of such license or certification may result in immediate termination of the Contract effective as of the date on which the license or certification is no longer in effect.

2. The County determines that the actions, or failure to act, of the Contractor, its agents, employees, have caused, or reasonably could cause, life, health, or safety to be jeopardized.

3. The Contractor furnished any statement, representation, or certification in connection with the Contract or the bidding process, which is materially false, deceptive, criminal, or maliciously incorrect.

4. Failure of the Contractor to obtain, provide, maintain, and deliver the performance and payment bonds when required under this Contract, or failure to comply with any requirement pertaining to the appropriate amounts thereof as set forth in ARTICLE #123

– PERFORMANCE AND PAYMENT BONDS.

F. Payment Limitation in Event of Termination. In the event of termination of the Contract for any reason by County, the County shall pay only those amounts, if any, due and owing to the Contractor for Services actually received and accepted by the County up to and including the date of termination of the Contract and for which the County is obligated to pay pursuant to the Contract.

G. Contractor’s Termination Duties. Upon receipt of a Notice of Termination, the Contractor shall:

1. Cease work under the Contract and take all necessary or appropriate steps to limit disbursements and minimize costs and furnish a report within thirty (30) days of the date of Notice of Termination describing the status of all work under the Contract including, without limitation, results accomplished, conclusions resulting therefrom, and any other matters the County may require.

2. Immediately cease use and return to the County any personal property or materials, whether tangible or intangible, provided by the County to the Contractor.

3. Comply with the County’s instructions for the timely transfer of any active files and work product produced by the Contractor under the Contract.

4. Cooperate in good faith with the County, its employees, agents, and Contractors during the transition period between the Notification of Termination and the substitution of any replacement Contractor.

5. Contractor is to immediately return any payments made by the County for goods and services that were not delivered by the Contractor.

ARTICLE #109 – NO DEFENSE OR INDEMNIFICATION BY COUNTY

The Parties agree that the County shall not be responsible for defending or indemnifying any Contractor from any claim brought by any third party against the Contractor.

ARTICLE #110 – ASSIGNMENT AND DELEGATION BY CONTRACTOR

The Contractor shall not assign or delegate this Contract, or any performance required by it, in whole or in part, without the prior expressed written consent of the County.

ARTICLE #111 – USE OF THIRD PARTIES

This Contract is for the benefit of the Parties hereto only and is not intended to benefit any third party or give rise to any duty or causes of action for any third party. All restrictions, obligations, and responsibilities of the Contractor under the Contract shall also apply to third parties, if allowed in writing by the County. Any Contract with a third-party must also preserve the rights of the County.

ARTICLE #112 – ENTIRE CONTRACT

This Contract, as executed and approved, shall constitute the entire agreement between the Parties and supersedes all other prior and contemporaneous statements, agreements, and understandings between the Parties. No written or oral statements, agreements, or understandings that are not set out, referenced, or specifically incorporated in this Contract shall in any way be binding or of effect between the Parties.

ARTICLE #113 – SEVERABILITY

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

ARTICLE #114 – RECORDS

A. Public Records Request. The Georgia Open Records Act, as provided in O.C.G.A. § 50-18-

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

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

ARTICLE #115 – ADDITIONAL TERMS AND CONDITIONS

The County shall not be bound by any terms and conditions included in any Contractor’s sales orders, literature, packaging, invoice, catalog, brochure, technical data sheet, on-line representation, warranties or service level agreement, or other document which attempts to impose any condition in variance with or in addition to the terms and conditions contained herein.

ARTICLE #116 – WAIVER

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

ARTICLE #117 – CONTRACTOR AND COUNTY RIGHTS AND OBLIGATIONS

A. The County has the right at any time to require the Contractor to put an immediate stop to any procedure, or the use of any equipment, chemical, material, personnel, etc. considered by the County to be hazardous or toxic to people, buildings, or surfaces. The Contractor will utilize acceptable substitutes approved by the County as quickly as possible. In the event of such replacement, Contractor shall (i) notify County of any resulting replacement, (ii) introduce an individual serving as a replacement to County, and/or (iii) provide County with a résumé and any other information regarding an individual that may be reasonably requested by the County.

B. The County has the right to require the Contractor to reassign or remove any employee from the premises temporarily or permanently when, in the County’s sole opinion, the employee is not suitable. The County’s decision shall be final, and Contractor will remove the employee immediately and replace with a person of at least equivalent training, experience, and requisite qualifications as quickly as possible, subject to the County’s approval.

C. Contractor agrees to obtain prior written approval from the County for the use of sub-contractor(s) to provide the Services described in Scope of Work prior to sub-contractor(s) performance of work. Such non-disclosure of sub-contractors may result in non-payment for Services.

ARTICLE #118 – INSURANCE REQUIREMENTS

The Contractor must procure and maintain insurance policies at the Contractor's own expense and must furnish the County with a certificate of insurance (COI) providing evidence of proof of coverage at least in the amounts indicated in this subsection. The COI must list “Hall County, Georgia” as the certificate holder and as an additional insured under the commercial general, automobile, and umbrella liability policies as follows: “County of Hall, its Board of Commissioners, officers, employees, servants, and agents, 2875 Browns Bridge Rd, Gainesville, GA, 30504”. The policy must protect the Contractor and the County (as an additional insured) from any claims for bodily injury, property damage, or personal injury covered by the indemnification obligations set forth herein throughout the duration of the Contract. The Contractor must maintain the following insurance coverage during the term of the Contract, in at least the minimum amounts set forth below, to cover all loss and liability for damages or destruction of property caused by or arising from any and all services carried on and any and all work performed by the Contractor pursuant to this Contract:

Workers’ Compensation Insurance: Required for all contracts.

• $500,000 Bodily Injury by Accident – Each Accident

• $500,000 Bodily Injury by Disease – Each Disease

• $500,000 Bodily Injury by Disease – Each Employee

Additional Provisions: Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against Hall County Board of Commissioners (BOC), its elected or appointed officers, officials, agents, authorized volunteers, and employees for losses paid under the terms of this policy which arise from work performed by the named insured for Hall County

BOC. This provision applies regardless of whether or not Hall County BOC has received a waiver of subrogation from the insurer.

General Liability Insurance: Required for all service contracts.

• $2,000,000 General Aggregate

• $2,000,000 Products & Completed Operations Aggregate

• $1,000,000 Each Occurrence

• $1,000,000 Personal & Advertising Injury

• $500,000 Damages to Premises/Fire/Legal

• $5,000 Medical Payments

Commercial Auto Liability Insurance: Required for all service contracts, except for goods and/or services that are remote in nature and/or are delivered by a professional delivery service.

• $1,000,000 Combined Single Limit Or $500,000 per Person/$1,000,000 per Occurrence

• $100,000 Property Damage

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

Additional Provisions:

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

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

• For any contracts involving the transportation of hazardous materials, limited pollution endorsement ISO form CA9948 or its equivalent shall be on the policy.

Umbrella Liability Insurance: Required for all contracts.

$1,000,000 per Occurrence

Additional Provisions: Required for all contracts.

• Underlying coverage shall be General Liability, Automobile Liability, and Employers

Liability (Workers Compensation).

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

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

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

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

• $1,000,000 Each Claim/Wrongful Act

• $2,000,000 General Aggregate

• If written on a claim’s made policy, the policy must be maintained for at least two (2) years after the completion of the work and/or contract.

ARTICLE #122 – COUNTY PAYMENT TO CONTRACTOR

A. Upon Contract Execution, the County will issue a Notice to Proceed (“NTP”) and a Purchase

Order (“PO”) to the Contractor. The terms of this Contract shall be incorporated by reference into any PO issued prior to the expiration or termination of this Contract. The County will issue the NTP and PO by electronic mail (e-mail) to the Contractor’s representative in ARTICLE

#103 – NOTICES.

The Contractor shall not deliver any Services, equipment, devices, or components thereof until authorized in writing by the County. Any work including, but not limited to, travel, preliminary meetings, planning, etc. performed outside of the terms and conditions of and before the issuance of an NTP will not be considered for payment. Contractors are not to begin work or ship any product on any verbal communication from the County. The County will not be liable for payment for any work or product with the issuance of verbal communication.

The Scope of Work shall remain in effect from the NTP date to substantial completion of the project. The Parties agree that the County will not pay or otherwise compensate the Contractor for any Services, materials, equipment, devices, or components thereof outside of the Scope of Work and/or beyond the term of this Contract, unless specifically authorized in writing as evidenced by an amendment pursuant to ARTICLE #106 – CONTRACT AMENDMENTS AND MODIFICATION, a time extension letter, or as otherwise authorized by the County.

B. Invoice/Payment

1. Contractor shall invoice the County via email each month sent solely to accountspayable@hallcounty.org and only after the County inspects and accepts the Services provided. Receipt of the Services and/or materials do not constitute acceptance.

Invoice amounts shall not exceed the Contractor’s pricing set forth in Exhibit C – Mandatory Cost Proposal Worksheet.

2. Each properly prepared invoice must be sent in accordance with the instructions listed on the PO. Each invoice shall include the Contractor’s current “Remit to” address, a description of the Services provided, the invoice amount, the Contract number, and the associated PO number issued.

3. Standard payment terms are net 30 days (N30) in arrears from the date the invoice is accepted. The County does not pay for services not yet received but only in arrears, except by written acceptance of pre-payment or deposit.

4. The Contractor shall be solely responsible for paying all costs, expenses, and charges it incurs in connection with its performance under the…