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State of Georgia
Statewide Standard Contract Form
Solicitallon Title Solicitation Number Contract Number
Pollce Pursuit Vehlcles and Speclal Services Vehlcles 99999•SPD-SPD0000183 99999-SPD-SPD0000183-0006
1. This Contract Is entered into between the Agency and the Contractor named below.
Agency's Name
Department of Administrative Services
(hereafter called Agency)
Contractor's Nam Wade Ford, Inc.
(hereafter called Contractor)
2. Contract to Begin: Date of Completion: Renewals·
12/1//2021 11/30/2023 Three (3) One (1) year renewals
3. Performance Bond, if Other Bonds if any;
any N/A N/A
4. Authorized Person to Receive Contract Notices for Agency· Authorized Person to Receive Conlracl Notices for Contractor·
BIiiy Gilbert, Buyer 404-657-4277, bllly.gllbert@doas.�
Eric Mercier, Contract Manager. 404) 463-1540, Roger Moore, 678-460-3881, moore@wade.com
Erlc.Nercler@DOAS.Ga.Gov
5. The parties agree to comply with the terms and conditions of the following attachments which are by this reference made a part or
the Statewide Conlract
Attachment 1: Statewide Contract for Goods and Anclllary Services
Attachment 2: Sollcltatlon (referenced above)
Attachment 3: Contractor's Final Response
IN WITNESS WHEREOF, this Contract has been executed by the parties hereto.
6.
Contractor
Contractor's Name (If other tr.an an md1vrdua/ state whether a co,poratron partnership etc.)
Wade Ford. Inc.
Date Signed
18 May 2021
Roger A Moore, Government Sales Manager
Address
3860 South Cobb Drive
�myma, GA 30080
7.
A enc
Agency Name
Department of Administrative Services, State Purchasing Division
Date Signed
I
By (Authorized Signature)
11/16/2021
Printed Name and Titre of Person Signing
Mary Chapman, Interim, Deputy Commissioner, State Purchasing Division, Department of Administrative Services
Address
200 Piedmont Avenue, S.E., Suite 1308, West Tower, Atlanta GA 30334-9010
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STATE OF GEORGIA
STATEWIDE CONTRACT
Attachment 1
Contract Terms and Conditions for Goods and Ancillary Services
A. DEFINITIONS AND GENERAL INFORMATION
1. Definitions. The following words shall be defined as set forth below:
(i) “Agency" means the Department of Administrative Services of the State of Georgia.
(ii) "Awarded Item Schedule" means the summarizing document, if any, listing the goods
and services as awarded and may also denote the Contractor providing such goods
and services.
(iii) "Contract" or "Statewide Contract" means the agreement between the Agency and
the Contractor as defined by the Statewide Contract Form and its incorporated
documents.
(iv) "Contractor" means the provider(s) of the goods and services under the Statewide
Contract.
(v) "Purchase Instrument" means the documentation issued by the Agency or User
Agencies to the Contractor for a purchase of goods and services in accordance with
the terms and conditions of the Statewide Contract. The Purchase Instrument should
reference the Statewide Contract and may include an identification of the items to be
purchased, the delivery date and location, the address where the Contractor should
submit the invoices, and any other requirements deemed necessary by the Agency or
User Agencies.
(vi) "Response", "Contractor’s Response" or "Final Response" means the
Contractor’s submitted response to the RFQ, including any modifications or
clarifications accepted by the Agency.
(vii) "RFQ" means the Request for Quotation, or other solicitation document (and any
amendments or addenda thereto) specifically identified in the Statewide Contract Form
that was issued to solicit the goods and/or services that are subject to the Statewide
Contract.
(viii) "State" means the State of Georgia, the Agency, User Agencies, and any other
authorized state entities issuing Purchase Instruments against the Statewide Contract.
(ix) "Statewide Contract Form" means the document that contains basic information
about the Statewide Contract and incorporates by reference the applicable Contract
Terms and Conditions, the RFQ, Contractor’s Response to the RFQ, the final pricing
documentation for goods and services and any mutually agreed clarifications,
modifications, additions and deletions resulting from final contract negotiations. No
objection or amendment by a Contractor to the RFQ requirements or the Statewide
Contract shall be incorporated by reference into this Statewide Contract unless the
Agency has accepted the Contractor's objection or amendment in writing. The
Statewide Contract Form is defined separately and referred to separately throughout
the Statewide Contract Terms and Conditions as a means of identifying the location of
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certain information. For example, the initial term of the Statewide Contract is defined
by the dates in the Statewide Contract Form.
(x) "User Agency" or "User Agencies" means any offices, agencies, departments,
boards, bureaus, commissions, institutions, or other entities of the State of Georgia
entitled to or required to make purchases from this Statewide Contract.
2. Certified Source of Goods and Services. Pursuant to Section 50-5-57 of the Official Code
of Georgia Annotated (O.C.G.A.), the Agency hereby certifies the Contractor as a source of
supply to the User Agencies of the goods and services identified in this Statewide Contract.
Orders shall be placed individually and from time to time by the User Agencies. The
execution of this Statewide Contract only establishes the Contractor as an authorized source
of supply by the Agency and creates no financial obligation on the part of the Agency.
3. Priority of Contract Provisions. Any pre-printed contract terms and conditions included on
Contractor’s forms or invoices shall be null and void.
4. Reporting Requirements. Contractor shall provide all reports required by the RFQ. In
addition, unless otherwise provided in the RFQ, Contractor shall keep a record of the
purchases made pursuant to the Statewide Contract and shall submit a quarterly written report
to the Agency.
B. DURATION OF CONTRACT
1. Contract Term. The Statewide Contract shall begin and end on the dates specified in the
Statewide Contract Form unless terminated earlier in accordance with the applicable terms
and conditions. Pursuant to O.C.G.A. Section 50-5-64, this Statewide Contract shall not be
deemed to create a debt of the State 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.
2. Contract Renewal. The Agency shall have the option, in its sole discretion, to renew the
Statewide Contract for additional terms on a year-to-year basis by giving the Contractor written
notice of the renewal decision at least sixty (60) days prior to the expiration of the initial term or
renewal term. Renewal will depend upon the best interests of the State, funding, and
Contractor's performance. Renewal will be accomplished through the issuance of a Notice of
Award Amendment. Upon the Agency's election, in its sole discretion, to renew any part of
this Statewide Contract, Contractor shall remain obligated to perform in strict accordance with
this Statewide Contract unless otherwise agreed by the Agency and the Contractor.
3. Contract Extension. In the event that this Statewide Contract shall terminate or be likely to
terminate prior to the making of an award for a new contract for the identified goods and
services, the Agency may, with the written consent of Contractor, extend this Statewide
Contract for such period as may be necessary to afford the State a continuous supply of the
identified goods and services.
C. DESCRIPTION OF GOODS AND SERVICES
1. Specifications in Bidding Documents. The Contractor shall provide all goods, services, and
other deliverables in compliance with the specifications contained in the RFQ and the terms of
the Statewide Contract, plus those equipment, services and deliverables as may additionally
be described in the Response.
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2. Product Shipment and Delivery. All products shall be shipped F.O.B. destination.
Destination shall be the location(s) specified in the RFQ or any provided Purchase Instrument.
All items shall be at the Contractor’s risk until they have been delivered and accepted by the
receiving entity. All items shall be subject to inspection on delivery. Hidden damage will
remain the responsibility of the Contractor to remedy without cost to the User Agencies,
regardless of when the hidden damage is discovered.
3. Non-Exclusive Rights. The Statewide Contract is not exclusive. The Agency reserves the
right to select other contractors to provide goods and services similar to goods and services
described in the Statewide Contract during the term of the Statewide Contract. User Agencies
may obtain similar goods and services from other contractors upon prior approval of the
Agency, which approval shall be made at the sole discretion of the Agency when it is deemed
to be in the best interests of the State and shall be conclusive.
4. No Minimums Guaranteed. The Statewide Contract does not guarantee any minimum level
of purchases.
D. COMPENSATION
1. Pricing and Payment. The Contractor will be paid for the goods and services sold pursuant
to the Statewide Contract in accordance with the RFQ and final pricing documents as
incorporated into the Statewide Contract Form and the terms of the Statewide Contract.
Unless clearly stated otherwise in the Statewide Contract, all percentages off catalog prices
are minimum percentages off catalog prices and can be increased but not decreased. Delivery
pricing is considered ceiling pricing and can be lowered to meet to ensure the Authorized
Users receive competitive delivery prices. Prices include, but are not limited to insurance, fuel
surcharges and customs duties. User Agencies are solely and individually financially
responsible for their respective purchases.
Supplier price list must remain firm for 1 year from the date of award. Price increase requests
will be reviewed on an annual basis after the twelfth (12) month at contract renewal. If renewal
options are exercised, the below mentioned price increase methodology will be used to
determine any price adjustments. Increase(s) will not exceed the average percentage increase
as shown for the previous twelve (12) month period for two US Department of Labor Producer
Price Index (PPI) series ID Numbers: 336110 Automobile and Light Truck Manufacturing and
441110 New Car Dealers. Temporary data will not be used in the evaluation. In the event the
increase request exceeds the increase amount allowed by the PPI, supplier(s) must provide
strong justification and invoices from the manufacturer to substantiate. The State must be
notified at least sixty (60) days in advance prior to any price change, and the Supplier must
have the State's approval before such change may be implemented.
DOAS expects any market reductions to be passed along to the State. If the PPI Series ID
(referenced in Mandatory Requirement # 17 above) reflect a decrease of two percent (2%) or
greater for the previous 12 months of activity, prices may be reduced to the State accordingly
on an annual basis, and the Bidder(s) will be notified no less than 30 days in advance.
Supplier agrees and will comply with this section.
2. Billings. If applicable, and unless the RFQ provides otherwise, the Contractor shall submit,
on a regular basis, an invoice for goods and services supplied to the User Agencies under the
Statewide Contract at the billing address specified in the Purchase Instrument or Statewide
Contract. The invoice shall comply with all applicable rules concerning payment of such
claims. User Agencies shall pay all approved invoices in arrears and in accordance with
applicable provisions of State law.
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Unless otherwise agreed in writing by the Agency and the Contractor, the Contractor shall not
be entitled to receive any other payment or compensation from the User Agencies for any
goods or services provided by or on behalf of the Contractor under the Statewide Contract.
The Contractor shall be solely responsible for paying all costs, expenses and charges it incurs
in connection with its performance under the Statewide Contract.
3. Delay of Payment Due to Contractor’s Failure. If the User Agencies in good faith determine
that the Contractor has failed to perform or deliver any service or product as required by the
Statewide Contract, the Contractor shall not be entitled to any compensation under the
Statewide Contract until such service or product is performed or delivered. In this event, the
User Agencies may withhold that portion of the Contractor’s compensation which represents
payment for services or products that were not performed or delivered. To the extent that the
Contractor’s failure to perform or deliver in a timely manner causes the User Agencies to incur
costs, the User Agencies may deduct the amount of such incurred costs from any amounts
payable to Contractor. The User Agencies’ authority to deduct such incurred costs shall not in
any way affect the Agency’s sole authority to terminate the Statewide Contract.
4. Set-Off Against Sums Owed by the Contractor. In the event that the Contractor owes the
User Agency any sum or the User Agency must obtain substitute performance, the User
Agency may set off the sum owed against any sum owed by the User Agency to the
Contractor.
E. TERMINATION
1. Immediate Termination. Pursuant to O.C.G.A. Section 50-5-64, any purchase made
pursuant to this Statewide Contract will terminate immediately and absolutely if the User
Agency determines that adequate funds are not appropriated or granted or funds are de-
appropriated such that the User Agency cannot fulfill its obligations under the Statewide
Contract, which determination is at the User Agency’s sole discretion and shall be conclusive.
Further, the Agency may terminate the Statewide Contract for any one or more of the following
reasons effective immediately without advance notice:
(i) In the event the Contractor is required to be certified or licensed as a condition
precedent to providing goods and services, the revocation or loss of such license or
certification may result in immediate termination of the Statewide Contract effective as
of the date on which the license or certification is no longer in effect;
(ii) The Agency determines that the actions, or failure to act, of the Contractor, its agents,
employees or subcontractors have caused, or reasonably could cause, life, health or
safety to be jeopardized;
(iii) The Contractor fails to comply with confidentiality laws or provisions; and/or
(iv) The Contractor furnished any statement, representation or certification in connection
with the Statewide Contract or the bidding process which is materially false, deceptive,
incorrect or incomplete.
2. Termination for Cause. The occurrence of any one or more of the following events shall
constitute cause for the Agency to declare the Contractor in default of its obligations under the
Statewide Contract:
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(i) The Contractor fails to deliver or has delivered nonconforming goods or services or
fails to perform, to the Agency’s satisfaction, any material requirement of the Statewide
Contract or is in violation of a material provision of the Statewide Contract, including,
but without limitation, the express warranties made by the Contractor;
(ii) The Agency determines that satisfactory performance of the Statewide Contract is
substantially endangered or that a default is likely to occur;
(iii) The Contractor fails to make substantial and timely progress toward performance of the
Statewide Contract;
(iv) 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 Agency
reasonably believes that the Contractor has become insolvent or unable to pay its
obligations as they accrue consistent with applicable federal or state law;
(v) The Contractor has failed to comply with applicable federal, state and local laws, rules,
ordinances, regulations and orders when performing within the scope of the Statewide
Contract;
(vi) The Contractor has engaged in conduct that has or may expose the Agency or the
State to liability, as determined in the Agency’s sole discretion; or
(vii) The Contractor has infringed any patent, trademark, copyright, trade dress or any other
intellectual property rights of the Agency, the State, or a third party.
3. Notice of Default. If there is a default event caused by the Contractor, the Agency shall
provide written notice to the Contractor requesting that the breach or noncompliance be
remedied within the period of time specified in the Agency’s written notice to the Contractor. If
the breach or noncompliance is not remedied within the period of time specified in the written
notice, the Agency may:
(i) Immediately terminate the Statewide Contract without additional written notice; and/or
(ii) Procure substitute goods or services from another source and charge the difference
between the Statewide Contract and the substitute contract to the defaulting
Contractor; and/or,
(iii) Enforce the terms and conditions of the Statewide Contract and seek any legal or
equitable remedies.
4. Termination Upon Notice. Following thirty (30) days’ written notice, the Agency may
terminate the Statewide Contract in whole or in part without the payment of any penalty or
incurring any further obligation to the Contractor. Following termination upon notice, the
Contractor shall be entitled to compensation from the User Agency, upon submission of
invoices and proper proof of claim, for goods and services provided under the Statewide
Contract to the User Agencies up to and including the date of termination.
5. Termination Due to Change in Law. The Agency shall have the right to terminate this
Statewide Contract without penalty by giving thirty (30) days’ written notice to the Contractor as
a result of any of the following:
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(i) The Agency’s authorization to operate is withdrawn or there is a material alteration in
the programs administered by the Agency; and/or
(ii) The Agency’s duties are substantially modified.
6. Payment Limitation in Event of Termination. In the event of termination of the Statewide
Contract for any reason by the Agency, the User Agencies shall pay only those amounts, if
any, due and owing to the Contractor for goods and services actually rendered up to the date
specified in the notice of termination for which the User Agencies are obligated to pay
pursuant to the Statewide Contract or Purchase Instrument. Payment will be made only upon
submission of invoices and proper proof of the Contractor’s claim. This provision in no way
limits the remedies available to the State under the Statewide Contract in the event of
termination. The State shall not be liable for any costs incurred by the Contractor in its
performance of the Statewide Contract, including, but not limited to, startup costs, overhead or
other costs associated with the performance of the Statewide Contract.
7. The Contractor’s Termination Duties. Upon receipt of notice of termination or upon request
of the Agency, the Contractor shall:
(i) Cease work under the Statewide 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 Statewide
Contract, including, without limitation, results accomplished, conclusions resulting
therefrom, and any other matters the Agency may require;
(ii) Immediately cease using and return to the State, any personal property or materials,
whether tangible or intangible, provided by the State to the Contractor;
(iii) Comply with the State’s instructions for the timely transfer of any active files and work
product produced by the Contractor under the Statewide Contract;
(iv) Cooperate in good faith with the Agency, the User Agencies, and their employees,
agents and contractors during the transition period between the notification of
termination and the substitution of any replacement contractor; and
(v) Immediately return to the User Agencies any payments made by the User Agencies for
goods and services that were not delivered or rendered by the Contractor.
F. CONFIDENTIAL INFORMATION
1. Access to Confidential Data. The Contractor’s employees, agents and subcontractors may
have access to confidential data maintained by the State to the extent necessary to carry out
the Contractor's responsibilities under the Statewide Contract. The Contractor shall presume
that all information received pursuant to the Statewide Contract is confidential unless
otherwise designated by the State. If it is reasonably likely the Contractor will have access to
the State’s confidential information, then:
(i) The Contractor shall provide to the State a written description of the Contractor's
policies and procedures to safeguard confidential information;
(ii) Policies of confidentiality shall address, as appropriate, information conveyed in verbal,
written, and electronic formats;
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(iii) The Contractor must designate one individual who shall remain the responsible
authority in charge of all data collected, used, or disseminated by the Contractor in
connection with the performance of the Statewide Contract; and
(iv) The Contractor shall provide adequate supervision and training to its agents,
employees and subcontractors to ensure compliance with the terms of the Statewide
Contract.
The private or confidential data shall remain the property of the State at all times. Some
services performed for the Agency and/or User Agencies may require the Contractor to sign a
nondisclosure agreement. Contractor understands and agrees that refusal or failure to sign
such a nondisclosure agreement, if required, may result in termination of the Statewide
Contract.
2. No Dissemination of Confidential Data. No confidential data collected, maintained, or used
in the course of performance of the Statewide Contract shall be disseminated except as
authorized by law and with the written consent of the State, either during the period of the
Statewide Contract or thereafter. Any data supplied to or created by the Contractor shall be
considered the property of the State. The Contractor must return any and all data collected,
maintained, created or used in the course of the performance of the Statewide Contract, in
whatever form it is maintained, promptly at the request of the State.
3. Subpoena. In the event that a subpoena or other legal process is served upon the Contractor
for records containing confidential information, the Contractor shall promptly notify the State
and cooperate with the State in any lawful effort to protect the confidential information.
4. Reporting of Unauthorized Disclosure. The Contractor shall immediately report to the State
any unauthorized disclosure of confidential information.
5. Survives Termination. The Contractor’s confidentiality obligation under the Statewide
Contract shall survive termination of the Statewide Contract.
G. INDEMNIFICATION
1. Contractor's Indemnification Obligation. The Contractor agrees to indemnify and hold
harmless the State and State officers, employees, agents, and volunteers (collectively,
"Indemnified Parties") from any and all costs, expenses, losses, claims, damages, liabilities,
settlements and judgments, including reasonable value of the time spent by the Attorney
General’s Office, related to or arising from:
(i) Any breach of the Statewide Contract;
(ii) Any negligent, intentional or wrongful act or omission of the Contractor or any
employee, agent or subcontractor utilized or employed by the Contractor;
(iii) Any failure of goods to comply with applicable specifications, warranties, and
certifications under the Statewide Contract;
(iv) The negligence or fault of the Contractor in design, testing, development, manufacture,
or otherwise with respect to the goods or any parts thereof provided under the
Statewide Contract;
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(v) Claims, demands, or lawsuits that, with respect to the goods or any parts thereof,
allege product liability, strict product liability, or any variation thereof;
(vi) The Contractor’s performance or attempted performance of the Statewide Contract,
including any employee, agent or subcontractor utilized or employed by the Contractor;
(vii) Any failure by the Contractor to comply with the "Compliance with the Law" provision of
the Statewide Contract;
(viii) Any failure by the Contractor to make all reports, payments and withholdings required
by federal and state law with respect to social security, employee income and other
taxes, fees or costs required by the Contractor to conduct business in the State of
Georgia or the United States;
(ix) Any infringement of any copyright, trademark, patent, trade dress, or other intellectual
property right; or
(x) Any failure by the Contractor to adhere to the confidentiality provisions of the Statewide
Contract.
2. Duty to Reimburse State Tort Claims Fund. To the extent such damage or loss as covered
by this indemnification is covered by the State of Georgia Tort Claims Fund ("the Fund"), the
Contractor (and its insurers) agrees to reimburse the Fund. To the full extent permitted by the
Constitution and the laws of the State and the terms of the Fund, the Contractor and its
insurers waive any right of subrogation against the State, the Indemnified Parties, and the
Fund and insurers participating thereunder, to the full extent of this indemnification.
3. Litigation and Settlements. The Contractor shall, at its own expense, be entitled to and shall
have the duty to participate in the defense of any suit against the Indemnified Parties. No
settlement or compromise of any claim, loss or damage entered into by the Indemnified
Parties shall be binding upon Contractor unless approved in writing by Contractor. No
settlement or compromise of any claim, loss or damage entered into by Contractor shall be
binding upon the Indemnified Parties unless approved in writing by the Indemnified Parties.
4. Patent/Copyright Infringement Indemnification. Contractor shall, at its own expense, be
entitled to and shall have the duty to participate in the defense of any suit instituted against the
State and indemnify the State against any award of damages and costs made against the
State by a final judgment of a court of last resort in such suit insofar as the same is based on
any claim that any of the software constitutes an infringement of any United States Letters
Patent or copyright, provided the State gives the Contractor immediate notice in writing of the
institution of such suit, permits Contractor to fully participate in the defense of the same, and
gives Contractor all available information, assistance and authority to enable Contractor to do
so. Subject to approval of the Attorney General of the State of Georgia, the Agency shall
tender defense of any such action to Contractor upon request by Contractor. Contractor shall
not be liable for any award of judgment against the State reached by compromise or
settlement unless Contractor accepts the compromise or settlement. Contractor shall have the
right to enter into negotiations for and the right to effect settlement or compromise of any such
action, but no such settlement shall be binding upon the State unless approved by the State.
In case any of the software is in any suit held to constitute infringement and its use is enjoined,
Contractor shall, at its option and expense:
(i) Procure for the State the right to continue using the software;
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(ii) Replace or modify the same so that it becomes non-infringing; or
(iii) Remove the same and cancel any future charges pertaining thereto.
Contractor, however, shall have no liability to the State if any such patent, or copyright
infringement or claim thereof is based upon or arises out of:
(i) Compliance with designs, plans or specifications furnished by or on behalf of the
Agency as to the software;
(ii) Use of the software in combination with apparatus or devices not supplied by
Contractor;
(iii) Use of the software in a manner for which the same was neither designed nor
contemplated; or
(iv) The claimed infringement of any patent or copyright in which the Agency or any affiliate
or subsidiary of the Agency has any direct interest by license or otherwise.
5. Survives Termination. The indemnification obligation of the Contractor shall survive
termination of the Statewide Contract.
H. INSURANCE
Contractor shall provide all insurance as required by the RFQ.
I. BONDS
The Contractor shall provide all required bonds in accordance with the terms of the RFQ and as
stated in the Statewide Contract Form.
J. WARRANTIES
1. Construction of Warranties Expressed in the Contract with Warranties Implied by Law.
All warranties made by the Contractor and/or subcontractors in all provisions of the Statewide
Contract and the Contractor’s Response, whether or not the Statewide Contract specifically
denominates the Contractor’s and/or subcontractors’ promise as a warranty or whether the
warranty is created only by the Contractor’s affirmation or promise, or is created by a
description of the materials, goods and services to be provided, or by provision of samples to
the State shall not be construed as limiting or negating any warranty provided by law, including
without limitation, warranties which arise through course of dealing or usage of trade, the
warranty of merchantability, and the warranty of fitness for a particular purpose. The
warranties expressed in the Statewide Contract are intended to modify the warranties implied
by law only to the extent that they expand the warranties applicable to the goods and services
provided by the Contractor. The provisions of this section apply during the term of the
Statewide Contract and any extensions or renewals thereof.
2. Warranty – Nonconforming Goods. All goods delivered by Contractor to the User Agencies
shall be free from any defects in design, material, or workmanship. If any goods offered by the
Contractor are found to be defective in material or workmanship, or do not conform to
Contractor’s warranty, the User Agencies shall have the option of returning, repairing, or
replacing the defective goods at Contractor’s expense. Payment for goods shall not constitute
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acceptance. Acceptance by the User Agencies shall not relieve the Contractor of its warranty
or any other obligation under the Statewide Contract.
3. Compliance with Federal Safety Acts. Contractor warrants and guarantees to the State that
the goods provided under the Statewide Contract are in compliance with Sections 5 and 12 of
the Federal Trade Commission Act; the Fair Packaging and Labeling Act; the Federal Food,
Drug, and Cosmetic Act; the Consumer Product Safety Act; the Federal Environmental
Pesticide Control Act; the Federal Hazardous Substances Act; the Fair Labor Standards Act;
the Wool Products Labeling Act; the Flammable Fabrics Act; the Occupational Safety and
Health Act; the Office of Management and Budget A-110 Appendix A; and the Anti-Kickback
Act of 1986.
4. Originality and Title to Concepts, Materials, and Goods Produced. Contractor represents
and warrants that all the concepts, materials, goods and services produced, or provided to the
State pursuant to the terms of the Statewide Contract shall be wholly original with the
Contractor or that the Contractor has secured all applicable interests, rights, licenses, permits
or other intellectual property rights in such concepts, materials and works. The Contractor
represents and warrants that the concepts, materials, goods and services and the State’s use
of same and the exercise by the State of the rights granted by the Statewide Contract shall not
infringe upon any other work, other than material provided by the Statewide Contract to the
Contractor to be used as a basis for such materials, or violate the rights of publicity or privacy
of, or constitute a libel or slander against, any person, firm or corporation and that the
concepts, materials and works will not infringe upon the copyright, trademark, trade name,
trade dress patent, literary, dramatic, statutory, common law or any other rights of any person,
firm or corporation or other entity. The Contractor represents and warrants that it is the owner
of or otherwise has the right to use and distribute the goods and services contemplated by the
Statewide Contract.
5. Conformity with Contractual Requirements. The Contractor represents and warrants that
the goods and services provided in accordance with the Statewide Contract will appear and
operate in conformance with the terms and conditions of the Statewide Contract.
6. Authority to Enter into Contract. The Contractor represents and warrants that it has full
authority to enter into the Statewide Contract and that it has not granted and will not grant any
right or interest to any person or entity that might derogate, encumber or interfere with the
rights granted to the State.
7. Obligations Owed to Third Parties. The Contractor represents and warrants that all
obligations owed to third parties with respect to the activities contemplated to be undertaken
by the Contractor pursuant to the Statewide Contract are or will be fully satisfied by the
Contractor so that the State will not have any obligations with respect thereto.
8. Title to Property. The Contractor represents and warrants that title to any property assigned,
conveyed or licensed to the State is good and that transfer of title or license to the State is
rightful and that all property shall be delivered free of any security interest or other lien or
encumbrance. Title to any supplies, materials, or equipment shall remain in the Contractor
until fully paid for by the User Agencies.
9. Industry Standards. The Contractor represents and expressly warrants that all aspects of
the goods and services provided or used by it shall at a minimum conform to the standards in
the Contractor’s industry. This requirement shall be in addition to any express warranties,
representations, and specifications included in the Statewide Contract, which shall take
precedence.
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10. Contractor's Personnel and Staffing. Contractor warrants that all persons assigned to
perform services under this Statewide Contract are either lawful employees of Contractor or
lawful employees of a Subcontractor authorized by the Agency as specified in the RFQ. All
persons assigned to perform services under this Statewide Contract shall be qualified to
perform such services. Personnel assigned by Contractor shall have all professional licenses
required to perform the services.
11. Use of State Vehicles. Contractor warrants that no State vehicles will be used by Contractor
for the performance of services under this Statewide Contract. Contractor shall be responsible
for providing transportation necessary to perform all services.
K. PRODUCT RECALL
In the event that any of the goods are found by the Contractor, the State, any governmental
agency, or court having jurisdiction to contain a defect, serious quality or performance
deficiency, or not to be in compliance with any standard or requirement so as to require or make
advisable that such goods be reworked or recalled, the Contractor will promptly communicate all
relevant facts to the Agency and undertake all corrective actions, including those required to
meet all obligations imposed by laws, regulations, or orders, and shall file all necessary papers,
corrective action programs, and other related documents, provided that nothing contained in this
section shall preclude the Agency from taking such action as may be required of it under any
such law or regulation. The Contractor shall perform all necessary repairs or modifications at its
sole expense except to any extent that the Contractor and the State shall agree to the
performance of such repairs by the State upon mutually acceptable terms.
L. CONTRACT ADMINISTRATION
1. Order of Preference. In the case of any inconsistency or conflict among the specific
provisions of the Statewide Contract Terms and Conditions (including any amendments
accepted by both the Agency and the Contractor attached hereto and the Awarded Item
Schedule, if any), the RFQ (including any subsequent addenda and written responses to
bidders’ questions), and the Contractor’s Response, any inconsistency or conflict shall be
resolved as follows:
(i) First, by giving preference to the Statewide Contract Terms and Conditions.
(ii) Second, by giving preference to the specific provisions of the RFQ.
(iii) Third, by giving preference to the specific provisions of the Contractor’s Response,
except that objections or amendments by a Contractor that have not been explicitly
accepted by the Agency in writing shall not be included in this Statewide Contract and
shall be given no weight or consideration.
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2. Intent of References to Bid Documents. The references to the parties' obligations, which
are contained in this document, are intended to supplement or clarify the obligations as stated
in the RFQ and the Contractor’s Response. The failure of the parties to make reference to the
terms of the RFQ or the Contractor’s Response in this document shall not be construed as
creating a conflict and will not relieve the Contractor of the contractual obligations imposed by
the terms of the RFQ and the Contractor’s Response. The contractual obligations of the
Agency cannot be implied from the Contractor’s Response.
3. Compliance with the Law. The Contractor, its employees, agents, and subcontractors shall
comply with all applicable federal, state, and local laws, rules, ordinances, regulations and
orders now or hereafter in effect when performing under the Statewide Contract, including
without limitation, all laws applicable to the prevention of discrimination in employment and the
use of targeted small businesses as subcontractors or contractors. The Contractor, its
employees, agents and subcontractors shall also comply with all federal, state and local laws
regarding business permits and licenses that may be required to carry out the work performed
under the Statewide Contract. Contractor and Contractor's personnel shall also comply with
all State, Agency, and User Agency policies and standards in effect during the performance of
the Statewide Contract, including but not limited to the Agency and User Agencies' policies
and standards relating to personnel conduct, security, safety, confidentiality, and ethics.
Further, the provisions of O.C.G.A. Section 45-10-20 et seq. have not and must not be violated
under the terms of this Statewide Contract. Contractor certifies that Contractor is not currently
engaged in, and agrees for the duration of this Contract not to engage in, a boycott of Israel,
as defined in O.C.G.A. §50-5-85.
4. Drug-free Workplace. The Contractor hereby certifies as follows:
(i) Contractor will not engage in the unlawful manufacture, sale, distribution, dispensation,
possession, or use of a controlled substance or marijuana during the performance of
this Statewide Contract; and
(ii) If Contractor has more than one employee, including Contractor, Contractor shall
provide for such employee(s) a drug-free workplace, in accordance with the Georgia
Drug-free Workplace Act as provided in O.C.G.A. Section 50-24-1 et seq., throughout
the duration of this Statewide Contract; and
(iii) Contractor will secure from any subcontractor hired to work on any job assigned under
this Statewide Contract the following written certification: "As part of the subcontracting
agreement with (Contractor's Name), (Subcontractor's Name) certifies to the contractor
that a drug-free workplace will be provided for the subcontractor's employees during
the performance of this Contract pursuant to paragraph 7 of subsection (b) of Code
Section 50-24-3."
Contractor may be suspended, terminated, or debarred if it is determined that:
(i) Contractor has made false certification here in above; or
(ii) Contractor has violated such certification by failure to carry out the requirements of
O.C.G.A. Section 50-24-3(b).
5. Amendments. The Statewide Contract may be amended in writing from time to time by
mutual consent of the parties and upon approval by the Agency. All amendments to the
Statewide Contract must be in writing and fully executed by duly authorized representatives of
the Agency and the Contractor.
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6. Third Party Beneficiaries. There are no third-party beneficiaries to the Statewide Contract.
The Statewide Contract is intended only to benefit the State and the Contractor.
7. Choice of Law and Forum. The laws of the State of Georgia shall govern and determine all
matters arising out of or in connection with this Statewide Contract without regard to the choice
of law provisions of State law. In the event any proceeding of a quasi-judicial or judicial nature
is commenced in connection with this Statewide Contract, such proceeding shall solely be
brought in a court or other forum of competent jurisdiction within Fulton County, Georgia. This
provision shall not be construed as waiving any immunity to suit or liability, including without
limitation sovereign immunity, which may be available to the State.
8. Parties' Duty to Provide Notice of Intent to Litigate and Right to Demand Mediation. In
addition to any dispute resolution procedures otherwise required under this Statewide Contract
or any informal negotiations which may occur between the State and the Contractor, no civil
action with respect to any dispute, claim or controversy arising out of or relating to this
Statewide Contract may be commenced without first giving fourteen (14) calendar days written
notice to the State of the claim and the intent to initiate a civil action. At any time prior to the
commencement of a civil action, either the State or the Contractor may elect to submit the
matter for mediation. Either the State or the Contractor may exercise the right to submit the
matter for mediation by providing the other party with a written demand for mediation setting
forth the subject of the dispute. The parties will cooperate with one another in selecting a
mediator and in scheduling the mediation proceedings. Venue for the mediation will be in
Atlanta, Georgia; provided, however, that any or all mediation proceedings may be conducted
by teleconference with the consent of the mediator. The parties covenant that they will
participate in the mediation in good faith, and that they will share equally in its costs; provided,
however that the cost to the State shall not exceed five thousand dollars ($5,000.00).
All offers, promises, conduct and statements, whether oral or written, made in the course of
the mediation by any of the parties, their agents, employees, experts and attorneys, and by the
mediator or employees of any mediation service, are inadmissible for any purpose (including
but not limited to impeachment) in any litigation or other proceeding involving the parties,
provided that evidence that is otherwise admissible or discoverable shall not be rendered
inadmissible or non-discoverable as a result of its use in the mediation. Inadmissibility
notwithstanding, all written documents shall nevertheless be subject to the Georgia Open
Records Act O.C.G.A. Section 50-18-70 et.seq.
No party may commence a civil action with respect to the matters submitted to mediation until
after the completion of the initial mediation session, forty-five (45) calendar days after the date
of filing the written request for mediation with the mediator or mediation service, or sixty (60)
calendar days after the delivery of the written demand for mediation, whichever occurs first.
Mediation may continue after the commencement of a civil action, if the parties so desire.
9. Assignment and Delegation. The Statewide Contract may not be assigned, transferred or
conveyed in whole or in part without the prior written consent of the Agency. For the purpose
of construing this clause, a transfer of a controlling interest in the Contractor shall be
considered an assignment.
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10. Use of Third Parties. Except as may be expressly agreed to in writing by the Agency,
Contractor shall not subcontract, assign, delegate or otherwise permit anyone other than
Contractor or Contractor's personnel to perform any of Contractor's obligations under this
Statewide Contract or any of the work subsequently assigned under this Statewide Contract.
No subcontract which Contractor enters into with respect to performance of obligations or work
assigned under the Statewide Contract shall in any way relieve Contractor of any
responsibility, obligation or liability under this Statewide Contract and for the acts and
omissions of all subcontractors, agents, and employees. All restrictions, obligations and
responsibilities of the Contractor under the Statewide Contract shall also apply to the
subcontractors. Any contract with a subcontractor must also preserve the rights of the
Agency. The Agency shall have the right to request the removal of a subcontractor from the
Statewide Contract for good cause.
11. Integration. The Statewide Contract represents the entire agreement between the parties.
The parties shall not rely on any representation that may have been made which is not
included in the Statewide Contract.
12. Headings or Captions. The paragraph headings or captions used in the Statewide Contract
are for identification purposes only and do not limit or construe the contents of the paragraphs.
13. Not a Joint Venture. Nothing in the Statewide Contract shall be construed as creating or
constituting the relationship of a partnership, joint venture, (or other association of any kind or
agent and principal relationship) between the parties thereto. Each party shall be deemed to
be an independent contractor contracting for goods and services and acting toward the mutual
benefits expected to be derived herefrom. Neither Contractor nor any of Contractor's agents,
servants, employees, subcontractors or contractors shall become or be deemed to become
agents, servants, or employees of the State. Contractor shall therefore be responsible for
compliance with all laws, rules and regulations involving its employees and any
subcontractors, including but not limited to employment of labor, hours of labor, health and
safety, working conditions, workers' compensation insurance, and payment of wages. No
party has the authority to enter into any contract or create an obligation or liability on behalf of,
in the name of, or binding upon another party to the Statewide Contract.
14. Joint and Several Liability. If the Contractor is a joint entity, consisting of more than one
individual, partnership, corporation or other business organization, all such entities shall be
jointly and severally liable for carrying out the activities and obligations of the Statewide
Contract, and for any default of activities and obligations.
15. Supersedes Former Contracts or Agreements. Unless otherwise specified in the Statewide
Contract, this Statewide Contract supersedes all prior contracts or agreements between the
Agency and the Contractor for the goods and services provided in connection with the
Statewide Contract.
16. Waiver. Except as specifically provided for in a waiver signed by duly authorized
representatives of the Agency and the Contractor, failure by either party at any time to require
performance by the other party or to claim a breach of any provision of the Statewide Contract
shall not be construed as affecting any subsequent right to require performance or to claim a
breach.
17. Notice. Any and all notices, designations, consents, offers, acceptances or any other
communication provided for herein shall be given in writing by registered or certified mail,
return receipt requested, by receipted hand delivery, by Federal Express, courier or other
similar and reliable carrier which shall be addressed to the person who signed the Statewide
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Contract on behalf of the party at the address identified in the Statewide Contract Form. Each
such notice shall be deemed to have been provided:
(i) At the time it is actually received; or,
(ii) Within one (1) day in the case of overnight hand delivery, courier or services such as
Federal Express with guaranteed next day delivery; or,
(iii) Within five (5) days after it is deposited in the U.S. Mail in the case of registered U.S.
Mail.
From time to time, the parties may change the name and address of the person designated to
receive notice. Such change of the designated person shall be in writing to the other party and
as provided herein.
18. Cumulative Rights. The various rights, powers, options, elections and remedies of any party
provided in the Statewide Contract shall be construed as cumulative and not one of them is
exclusive of the others or exclusive of any rights, remedies or priorities allowed either party by
law, and shall in no way affect or impair the right of any party to pursue any other equitable or
legal remedy to which any party may be entitled as long as any default remains in any way
unremedied, unsatisfied or undischarged.
19. Severability. If any provision of the Statewide Contract is determined by a court of competent
jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other part or provision of the Statewide Contract. Further, if any provision
of the Statewide Contract is determined to be unenforceable by virtue of its scope, but may be
made enforceable by a limitation of the provision, the provision shall be deemed to be
amended to the minimum extent necessary to render it enforceable under the applicable law.
Any agreement of the Agency and the Contractor to amend, modify, eliminate, or otherwise
change any part of this Statewide Contract shall not affect any other part of this Statewide
Contract, and the remainder of this Statewide Contract shall continue to be of full force and
effect.
20. Time is of the Essence. Time is of the essence with respect to the performance of the terms
of the Statewide Contract. Contractor shall ensure that all personnel providing goods and
services to the State are responsive to the State’s requirements and requests in all respects.
21. Authorization. The persons signing this Statewide Contract represent and warrant to the
other parties that:
(i) It has the right, power and authority to enter into and perform its obligations under the
Statewide Contract; and
(ii) It has taken all requisite action (corporate, statutory or otherwise) to approve execution,
delivery and performance of the Statewide Contract and the Statewide Contract
constitutes a legal, valid and binding obligation upon itself in accordance with its terms.
22. Successors in Interest. All the terms, provisions, and conditions of the Statewide Contract
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors, assigns and legal representatives.
23. Record Retention and Access. The Contractor shall maintain books, records and
documents which sufficiently and properly document and calculate all charges billed to the
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State throughout the term of the Statewide 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. The
Contractor should maintain separate accounts and records for the Agency and the User
Agencies. Records to be maintained include both financial records and service records. The
Contractor shall permit the Auditor of the State of Georgia or any authorized representative of
the State, and where federal funds are involved, the Comptroller General of the United States,
or any other authorized representative of the United States government, to access and
examine, audit, excerpt and transcribe any directly pertinent books, documents, papers,
electronic or optically stored and created records or other records of the Contractor relating to
orders, invoices or payments or any other documentation or materials pertaining to the
Statewide Contract, wherever such records may be located during normal business hours.
The Contractor shall not impose a charge for audit or examination of the Contractor’s books
and records. If an audit discloses incorrect billings or improprieties, the State reserves the
right to charge the Contractor for the cost of the audit and appropriate reimbursement.
Evidence of criminal conduct will be turned over to the proper authorities.
24. Solicitation. The Contractor warrants that no person or selling agency (except bona fide
employees or selling agents maintained for the purpose of securing business) has been
employed or retained to solicit and secure the Statewide Contract upon an agreement or
understanding for commission, percentage, brokerage or contingency.
25. Public Records. The laws of the State of Georgia, including the Georgia Open Records Act,
as provided in O.C.G.A. Section 50-18-70 et seq., require procurement records and other
records to be made public unless otherwise provided by law.
26. Clean Air and Water Certification. Contractor certifies that none of the facilities it uses to
produce goods provided under the Statewide Contract are on the Environmental Protection
Agency (EPA) List of Violating Facilities. Contractor will immediately notify the Agency of the
receipt of any communication indicating that any of Contractor’s facilities are under
consideration to be listed on the EPA List of Violating Facilities.
27. Debarred, Suspended, and Ineligible Status. Contractor certifies that the Contractor and/or
any of its subcontractors have not been debarred, suspended, or declared ineligible by any
agency of the State of Georgia or as defined in the Federal Acquisition Regulation (FAR) 48
C.F.R. Ch.1 Subpart 9.4. Contractor will immediately notify the Agency if Contractor is
debarred by the State or placed on the Consolidated List of Debarred, Suspended, and
Ineligible Contractors by a federal entity.
28. Use of Name or Intellectual Property. Contractor agrees it will not use the name or any
intellectual property, including but not limited to, State trademarks or logos in any manner,
including commercial advertising or as a business reference, without the expressed prior
written consent of the State.
29. Taxes. User Agencies are exempt from Federal Excise Taxes, and no payment will be made
for any taxes levied on Contractor’s employee’s wages. User Agencies are exempt from State
and Local Sales and Use Taxes on the services. Tax Exemption Certificates will be furnished
upon request. Contractor or an authorized subcontractor has provided the Agency with a
sworn verification regarding the filing of unemployment taxes or persons assigned by
Contractor to perform services required in this Statewide Contract, which verification is
incorporated herein by reference.
30. Certification Regarding Sales and Use Tax. By executing the Statewide Contract the
Contractor certifies it is either (a) registered with the State Department of Revenue, collects,
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and remits State sales and use taxes as required by Georgia law, including Chapter 8 of Title
48 of the O.C.G.A.; or (b) not a “retailer” as defined in O.C.G.A. Section 48-8-2. The
Contractor also acknowledges that the State may declare the Statewide Contract void if the
above certification is false. The Contractor also understands that fraudulent certification may
result in the Agency or its representative filing for damages for breach of contract.
31. Delay or Impossibility of Performance. Neither party shall be in default under the Statewide
Contract if performance is delayed or made impossible by an act of God. In each such case,
the delay or impossibility must be beyond the control and without the fault or negligence of the
Contractor. If delay results from a subcontractor’s conduct, negligence or failure to perform,
the Contractor shall not be excused from compliance with the terms and obligations of the
Statewide Contract.
32. Limitation of Contractor’s Liability to the State. Except as otherwise provided in this
Statewide Contract, Contractor’s liability to the State for any claim of damages arising out of
this Statewide Contract shall be limited to direct damages and shall not exceed the total
amount paid to Contractor for the performance under this Statewide Contract.
No limitation of Contractor's liability shall apply to Contractor's liability for loss or damage to
State equipment or other property while such equipment or other property is in the sole care,
custody, and control of Contractor's personnel. Contractor hereby expressly agrees to
assume all risk of loss or damage to any such State equipment or other property in the care,
custody, and control of Contractor's personnel. Contractor further agrees that equipment
transported by Contractor personnel in a vehicle belonging to Contractor (including any vehicle
rented or leased by Contractor or Contractor's personnel) shall be deemed to be in the sole
care, custody, and control of Contractor's personnel while being transported. Nothing in this
section shall limit or affect Contractor's liability arising from claims brought by any third party.
33. Obligations Beyond Contract Term. The Statewide Contract shall remain in full force and
effect to the end of the specified term or until terminated or canceled pursuant to the Statewide
Contract. All obligations of the Contractor incurred or existing under the Statewide Contract as
of the date of expiration, termination or cancellation will survive the termination, expiration or
conclusion of the Statewide Contract.
34. Counterparts. The Agency and the Contractor agree that the Statewide Contract has been or
may be executed in several counterparts, each of which shall be deemed an original and all
such counterparts shall together constitute one and the same instrument.
35. Further Assurances and Corrective Instruments. The Agency and the Contractor agree
that they will, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such further instruments as may
reasonably be required for carrying out the expressed intention of the Statewide Contract.
36. Transition Cooperation and Cooperation with other Contractors. Contractor agrees that
upon termination of this Statewide Contract for any reason, it shall provide sufficient efforts
and cooperation to ensure an orderly and efficient transition of services to the State or another
contractor. The Contractor shall provide full disclosure to the State and the third-party
contractor about the equipment, software, or services required to perform services for the
State. The Contractor shall transfer licenses or assign agreements for any software or third-
party services used to provide the services to the State or to another contractor.
Further, in the event that the State has entered into or enters into agreements with other
contractors for additional work related to services rendered under the Statewide Contract,
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Contractor agrees to cooperate fully with such other contractors. Contractor shall not commit
any act, which will interfere with the performance of work by any other contractor.
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