Grainger - Supplemental Agreement to GSA Contract #99999-001-SPD0000181 signed02.27.24.docx

                         DEKALB COUNTY SCHOOL DISTRICT
                          SUPPLEMENTAL AGREEMENT TO
                       GSA – CONTRACT NO. 9999-001-SPD0000181


Owner:                                DeKalb County Board of Education
Address:                              Sam A. Moss Service Center
                                      1780 Montreal Rd., Tucker, Georgia 30084
Phone No.:                            678-676-1470
Fax No.:
Owner’s Representative:               Erick Hofstetter, Chief Operating Officer

Contractor:                           W.W. Grainger, Inc.
Address:                              1721 Marietta Blvd. NW
                                      Atlanta, GA 30318
Phone No.:                            850-261-6288

        THIS SUPPLEMENTAL AGREEMENT (this “Agreement”) is entered into as of the day
last signed below by the DeKalb County Board of Education (“Owner”) and W.W. Grainger, Inc.
(“Contractor”).

       FOR AND IN CONSIDERATION of the mutual promises and covenants set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, Owner and Contractor hereby agree as follows:

     1. CONTRACT DOCUMENTS: The term “Contract Documents” as used herein shall mean
all of the following:

       A. This Supplemental Agreement;
       B. Contractor’s Proposal document attached hereto as Exhibit “A”;
       C. GSA Contract No. 9999-001-SPD0000181 as Exhibit “B”; and
       D. Board Directive Signed by the Superintendent Exhibit “C”

The Contract Documents constitute the entire and exclusive agreement between Owner and
Contractor with respect to the Work, and supersede any and all prior discussions, communications,
representations, negotiations or agreements between them with respect to the Work. The Contract
Documents are complementary and are to be read as a whole. In the event of a discrepancy in the
Contract Documents, the more specific and more detailed descriptive information will take
precedence over the general and less detailed description. In cases of doubt, the Contractor shall
assume that the Owner intends that the more complete method, system or process is required. It
is the intent of the Contract Documents to describe a functionally complete project (or part thereof)
to be performed in accordance with the Contract Documents. Any work, labor, materials or
equipment that may be required, implied or inferred by the Contract Documents as being required
to produce the intended result shall be provided by the Contractor for the Contract Price. In the
event of any conflict between the terms of this Agreement and the GSA Contract, the terms of this
Agreement shall control.




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                         DEKALB COUNTY SCHOOL DISTRICT
                          SUPPLEMENTAL AGREEMENT TO
                       GSA – CONTRACT NO. 9999-001-SPD0000181

    2. STATEMENT OF WORK: Contractor shall furnish all labor, equipment, materials,
services, and facilities required to perform the work described and detailed in the Proposal
document attached hereto as Exhibit “A”, all of which together constitutes the “Work”. The Work
shall be performed in accordance with the terms and conditions of these Contract Documents. The
Work shall be performed on the real property or portion thereof identified therein (each, a “Site”).
Contractor represents and warrants that, prior to entering into this Agreement, it has become
familiar with the Sites and the local conditions under which the Work is to be performed.

    3. TIME TO COMMENCE AND COMPLETION: Owner and Contractor shall agree in
writing upon the date the Work at each Site is to be commenced and the date of Completion for
the Work at such Site. The term “Completion” shall mean the completion of all Work required
by, and in strict compliance with, the Contract Documents, including equipment start-up, testing,
obtaining regulatory approvals from all applicable authorities, and all preparations necessary to
operate or use the project for its intended purpose.

    4. CONTRACT PRICE: Pricing for each portion of the Work is a fixed price equal to the
amount set forth in the Proposal attached hereto as Exhibit “A”, which Proposal is based upon the
Work to be performed and the pricing schedule to GSA Contract No. 9999-001-SPD0000181.
Contractor acknowledges and agrees that the cumulative Contract Price for all of the Work shall
not exceed $3,500,000.00. Actual contract payments for the Term shall be based solely on work
performed and cumulatively may not reach the shall not exceed amount by the end of the Term.

   5.      PAYMENT:

        A. Upon Completion of the Work, Contractor shall submit an invoice for payment to
           Owner for the Contract Price for the Work.

        B. Owner shall promptly review such invoice and shall make payment of all undisputed
           amounts due thereunder within thirty (30) days of its receipt of such invoice, provided
           that Contractor has provided Owner with all close-out documentation. Owner reserves
           the right to withhold payment if Contractor is not making payments to its
           Subcontractors, if Contractor fails to correct defective work as required hereunder or
           other good and sufficient cause.

        C. Amounts due hereunder shall not bear interest, and Contractor expressly waives any
           and all protections set forth in the Georgia Prompt Payment Act.

        D. Acceptance of final payment by Contractor shall constitute a waiver of all claims by
           Contractor against Owner except those previously made in writing to Owner. Neither
           payment to Contractor nor utilization of the project by the Owner shall be interpreted
           or construed as an acceptance of any Work which is not strictly in compliance with the
           requirements of the Contract Documents.




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                         DEKALB COUNTY SCHOOL DISTRICT
                          SUPPLEMENTAL AGREEMENT TO
                       GSA – CONTRACT NO. 9999-001-SPD0000181

    6. TERM: The term of this Agreement is for a period of one (1) year from the date hereof
(the “Initial Term”). In addition to the Initial Term, this Agreement also contains one (1) one-year
optional renewal periods (each, a “Renewal Term” and, collectively with the Initial Term, the
“Term”), which option may be exercised by Owner solely in its discretion and upon the receipt of
such approvals from Owner’s Board of Education as may be required. Additionally, as required
by O.C.G.A. § 20-2-506, this Agreement shall terminate absolutely and without further obligation
on the part of Owner at the end of the calendar year in which it was executed and at the close of
each succeeding calendar year for which it may be renewed; provided, however, that this
Agreement shall be automatically renewed each calendar year unless Owner delivers a notice of
non-renewal to Contractor at least thirty (30) days prior to the end of such calendar year, unless
this Agreement has otherwise been terminated as provided herein. At the end of the Term, Owner
may elect to have Contractor complete any open Work or terminate such Work, in Owner’s sole
and absolute discretion. Owner reserves the right to terminate this Agreement at any time for its
convenience upon thirty (30) days written notice to Contractor. This Agreement shall
automatically terminate if the Statewide Agreement Contract No. 9999-001-SPD0000181 is not
renewed or is otherwise terminated prior to the end of this Term.

   7.      CONTRACTOR’S RESPONSIBILITIES:

        A. Pursuant to this Agreement, Contractor shall:

           (1) have and maintain, at all times during the performance of the Work, all licenses
               necessary for the performance thereof, and shall obtain and pay for all permits and
               approvals required to perform the Work (if any);

           (2) at all times give all notices and comply with all laws, ordinances, rules and
               regulations applicable to the Work, and promptly notify Owner if it observes any
               Work which is conflict with any such requirements;

           (3) pay all sales, consumer, use and similar taxes for the Work as required by law;

           (4) supervise and direct the Work efficiently and with its best skill and attention, using
               such means, methods, techniques, sequences and procedures as Contractor deems
               appropriate, and perform the Work in compliance with the terms and conditions of
               the Contract Documents and the standard of care applicable to services of the type,
               scope and complexity to be performed hereunder;

           (5) provide adequate, competent, suitably qualified personnel, labor supervision,
               equipment, materials, transportation, machinery, tools, appliances, fuel, utilities,
               sanitary facilities and all other facilities and incidentals necessary or required to
               perform the Work;

           (6) provide all materials and equipment to be installed in the Work, which shall be new
               and in first class condition and which shall be applied, installed, connected, erected,


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                  DEKALB COUNTY SCHOOL DISTRICT
                   SUPPLEMENTAL AGREEMENT TO
                GSA – CONTRACT NO. 9999-001-SPD0000181

       used, cleaned and conditioned in accordance with the instructions of the applicable
       manufacturer, fabricator or processor;

   (7) be fully responsible to Owner for all acts and omission of any Subcontractors and
       suppliers or other persons directly or indirectly involved in performing the Work,
       and ensure that all such Subcontractors and suppliers are paid for such work, and
       indemnify and defend the Owner from any claims with respect thereto;

   (8) be responsible for initiating, maintaining and supervising all safety precautions and
       programs in connection with the Work, including all necessary precautions for the
       safety and protection of, all employees on the Work and others who may be affected
       thereby, including other structures and areas adjacent to or on or about the Site;

   (9) keep the Site free from accumulations of waste materials, rubbish and other debris
       resulting from the Work and, at completion of the Work, remove all waste
       materials, rubbish and debris from and about the Site, as well as all tools,
       construction equipment and machinery, and surplus materials, and leave the Site
       clean and ready for occupancy or use by Owner; and

   (10)       cooperate with Owner’s designated representative, provide any requested
       information and meet, consult and coordinate the Work with Owner’s
       representative.

B. Contractor shall maintain strict discipline among all personnel employed at the Site,
   and no person under the influence of drugs or alcohol shall be allowed on the Site, nor
   shall any person employed on Owner’s property have in his or her possession any
   drugs, alcohol or firearms. Unprofessional conduct, including but not limited to
   horseplay, wrestling, fighting, or the wearing of clothing containing vulgar, immoral
   or unwholesome words or images or promoting the same, shall not be permitted or
   allowed. No employee, Subcontractor or representative of Contractor shall use any
   tobacco product while at the Site.

C. Contractor shall indemnify, defend and hold Owner and its Board of Education,
   officers, employees and agents harmless from and against all third party claims,
   liabilities, damages, losses, costs and expenses of every type whatsoever including,
   without limitation, attorneys’ fees and expenses of litigation, to the extent connected
   with Contractor’s performance of the Work, provided that such claim, liability,
   damage, loss, cost or expense is due (1) to sickness, bodily injury, disease or death, or
   to (2) loss or destruction of tangible property, including loss of use resulting therefrom,
   in each case to the extent caused by Contractor or anyone for whose acts Contractor is
   or may be responsible or liable (including, without limitation, any employees or agents
   of Contractor or any Subcontractors, sub-subcontractors or material suppliers),
   regardless of whether such claim, liability, damage, loss, cost or expense is caused in
   part by Owner. Contractor shall not be required to indemnify Owner from any claim,
   liability, damage, loss, cost or expense caused by or resulting from the negligence of

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                         DEKALB COUNTY SCHOOL DISTRICT
                          SUPPLEMENTAL AGREEMENT TO
                       GSA – CONTRACT NO. 9999-001-SPD0000181

           Owner; provided, however, the preceding limitation shall not limit or affect any
           obligation of Contractor under any workers’ compensation or coverage or insurance
           specifically relating to workers’ compensation.

   8.      OWNER’S RESPONSIBILITIES:

        A. The Owner will provide Contractor with an accurate description of the Site and an
           accurate statement concerning physical conditions at the Site relevant or applicable to
           the Work including, if appropriate, available surveys, plans or specifications describing
           the physical characteristics, legal limitations, and utility locations at the Site.

        B. The Owner will provide Contractor and its employees and Subcontractors full and
           uninhibited access to the Site (or portion thereof on which the Work is to be performed)
           and any area reasonably necessary to access the Site and perform the Work.

        C. The Owner shall have the right, at its sole discretion, to demand and require that
           Contractor remove any employee or Subcontractor working on any project and to
           replace the same, without cost or liability to Owner.

        D. The Owner will provide Contractor with physical space from which to provide the
           Services. Said space shall be determined and designated by the Owner at its sole
           discretion and said space may be modified from time to time upon thirty (30) days’
           notice at the sole discretion of the Owner.

    9. TERMINATION OF THE AGREEMENT: Either party may terminate this Agreement
upon the occurrence of any material breach by the other party to this Agreement by giving written
notice of such breach to the breaching party, which notice shall describe the alleged breach. This
Agreement will terminate after the receipt of such notice unless the breaching party has cured such
breach within ten (10) days from its receipt of such notice or, in the event said breach cannot be
cured within ten (10) days, has failed to commence and diligently pursue curing of said breach. In
addition, the Owner may terminate this Agreement for its convenience at any time and for any (or
no) reason upon thirty (30) days written notice to Contractor. In either case, all outstanding
invoices or monies due for Work performed through the termination date shall be due and payable
as of the termination date, less any amounts due to Owner from Contractor. Owner further reserves
the right to suspend Contractor’s performance of the Work should Contractor repeatedly fail or
refuse to perform the Work as required herein, and Contractor shall not be permitted to resume
work until such deficiencies have been corrected to Owner’s satisfaction. This Agreement shall
automatically terminate if the Statewide Agreement Contract No. 9999-001-SPD0000181 is not
renewed or is otherwise terminated prior to the end of this Term.

    10. SUBCONTRACTORS: Should Contractor enter into any subcontracts in connection with
the performance of the Work, all such subcontracts shall be in writing and shall incorporate all the
terms and conditions set forth herein. Contractor will not employ any Subcontractor against whom
Owner may have reasonable exception, and will not make any substitution for any Subcontractor
who has been accepted by Owner except with good cause. Contractor shall be fully responsible

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                        DEKALB COUNTY SCHOOL DISTRICT
                         SUPPLEMENTAL AGREEMENT TO
                      GSA – CONTRACT NO. 9999-001-SPD0000181

for all acts and omission of its Subcontractors. Nothing in this Agreement will create any
relationship between Owner and any Subcontractor. Contractor shall indemnify, defend and hold
Owner harmless from and against any and all claims for payment made by any Subcontractors and
shall, within three (3) days of written demand from Owner, bond off or remove any lien filed
against Owner’s property by any Subcontractor. Should Contractor fail and/or refuse to remove
any such lien, or should any Subcontractor otherwise notify Owner of non-payment by Contractor,
Owner may, at its option, make payment jointly to Contractor and its Subcontractor(s).

   11. INSURANCE:

       A. Contractor shall not commence Work under this Agreement until it has obtained all the
          insurance required under this Section 11 and delivered certificates of insurance
          evidencing such coverages to Owner, nor shall Contractor allow any Subcontractor to
          commence work on a subcontract until Subcontractor has provided the insurance
          required hereunder. The insurance required under this Section 11 shall be maintained
          in full force and effect during the performance of the Work until this Agreement is
          terminated. Owner shall be named as an additional insured on all policies (except for
          Worker’s Compensation). The insurance coverages required hereunder are as follows:

          (1) Commercial general liability insurance written on an “occurrence” basis, including
              coverage for premises/operations, products/completed operations, broad form
              property damage, blanket contractual liability, independent contractors and
              personal insuring, and sudden and accidental pollution, with no exclusions for
              explosion, collapse and underground perils, with limits of not less than $1,000,000
              per occurrence for bodily injury (including death) and property damage and a
              $2,000,000 aggregate limit;

          (2) Automobile liability insurance, including coverage for owned, non-owned and
              hired automobiles for both bodily injury and property damage and in accordance
              with statutory legal requirements, with a combined single limit of not less than
              $1,000,000 per accident with respect to bodily injury (including death) and property
              damage and a $2,000,000 aggregate limit; and

          (3) Workers compensation with statutory limits and employers’ liability with limits of
              not less than $1,000,000 per occurrence.

       B. Contractor waives all rights of subrogation, against Owner and its board members,
          officers, employees, agents, insurers, other contractors and subcontractors and
          consultants for any damages covered by any type of insurance.

    12. IMMIGRATION COMPLIANCE: Contractor and all Subcontractors shall comply with
all state and federal immigration laws, rules and regulations, and the Contractor and all
Subcontractors shall provide Owner with the completed, signed and notarized forms required for
compliance with the Georgia Security and Immigration Compliance Act, as amended by the Illegal


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                         DEKALB COUNTY SCHOOL DISTRICT
                          SUPPLEMENTAL AGREEMENT TO
                       GSA – CONTRACT NO. 9999-001-SPD0000181

Immigration Reform Act of 2011, O.C.G.A. § 13-10-90 et seq., prior to performance of any Work
hereunder.

    13. DISPUTE RESOLUTION: All claims, disputes, and other matters in question between
the Owner and Contractor arising, out of, or relation to, this Agreement or the breach hereof, shall
be mediated in good faith as a prerequisite to litigation. Either party may file a request for
mediation at any time; provided, however, that such mediation shall not take place until after
Completion has been achieved. The mediation shall take place in Atlanta, Georgia. Each party
shall bear its own costs and expenses in connection with such mediation and the parties shall divide
and pay the mediator’s fees and expenses equally. Should the parties be unable to resolve any
dispute or claim in mediation, either party may file a lawsuit in the Superior Court of DeKalb
County, Georgia following the conclusion of the mediation. Each party hereby irrevocably
consents to the exclusive jurisdiction of such court and the laying of venue therein.

   14. GOVERNING LAW: This Agreement shall be governed by and construed in accordance
with the laws of the State of Georgia without regard to its conflicts of law principles.

    15. NO WAIVER: No waiver by either party of any default by the other party in the
performance of any provision of this Agreement shall operate as or be construed as a waiver of
any future detail, whether like or different in character.

    16. SEVERABLILTY: If any provision of this Agreement, or application thereof to any
person or circumstance shall to any extent be invalid, such invalidity shall not affect the
enforceability of the remainder of the Agreement or its enforceability in relation to other persons
or circumstances.

    17. NO THIRD-PARTIES: Nothing contained in this Agreement shall create a contractual
relationship with or cause of action in favor of a third-party against Owner.

    18. INDEPENDENT CONTRACTOR: Contractor shall perform as an independent
contractor and not as an employee or representative of Owner. Contractor retains sole and
exclusive liability for all contributions, taxes or payment required to be made on account of
Contractor’s employees under federal or state tax or labor laws, unemployment and workers’
compensation acts, social security acts, and all other legislation requiring employer contributions
or withholdings.

    19. BACKGROUND CHECKS: A criminal background check must be performed on all
contractors, consultants, subcontractors, volunteers and vendors (“Individuals”) who provide
services on Owner’s premises, supervise services on Owner’s premises or have contact with
students. All Individuals shall undergo the same criminal background check, within the last 365
days, as required of Owner’s own employees. Such background checks shall be performed by
Owner at the expense of the Individual at a cost of $45.00 per person. Upon receipt and evaluation
of the background check, Owner may demand that the Individual have no contact with students or
parents, or exclude such Individual from performing work on Owner’s premises or otherwise for
Owner, in its sole and absolute discretion. Owner may make such may determination regardless

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                        DEKALB COUNTY SCHOOL DISTRICT
                         SUPPLEMENTAL AGREEMENT TO
                      GSA – CONTRACT NO. 9999-001-SPD0000181

of whether such charges may have been dismissed, expunged, sealed, removed from the record,
treated under “first offender” status or dead docketed. Any failure by Contractor to obtain a
criminal background check for any Individual as required herein, may result in the termination of
this Agreement without penalty to Owner.

   20. RIGHT TO AUDIT; COST PRINCIPLES:

       A. Contractor shall maintain complete and accurate books and records with respect to
          services, cots, expenses, receipts and other information necessary to verify the scope
          or charges for any services and/or materials provided under this Agreement. Contractor
          understands and agrees that Owner has the right to review documents and work in
          progress and to audit financial and other records pertaining to the performance of the
          Work under this Agreement, whether such records were prepared by Contractor or
          anyone else associated with the Work. At any time prior to the date which is six (6)
          years following the final payment under this Agreement, Contractor shall provide
          Owner, at Owner’s reasonable expense, a copy of all such records within ten (10)
          business days of a written request from Owner. At any time prior to the date which is
          six (6) years following final payment under this Agreement, Owner’s rights shall also
          include access at reasonable times to Contractor’s facilities for the purpose of
          interviewing employees and inspecting and copying (at Owner’s reasonable expense)
          such books, records, accounts and other material which may be relevant to a matter
          under investigation. Contractor shall, at no cost to Owner, furnish reasonable facilities
          and assistance for such review and audit. Contractor’s failure to provide records or
          access within the time requested shall preclude Contractor from receiving any payment
          under this Agreement until such documents are provided. Contractor agrees to
          maintain such records for a period of six (6) years following final payment under this
          Agreement.

       B. To the extent that an audit by Owner, Owner’s independent auditors or a designee of
          any of them, discloses excess charges inaccurately or improperly attributed to this
          Agreement by Contractor, Contractor agrees to remit the amount of the overpayment
          to Owner within thirty (30) days after demand, subject to the dispute resolution
          provision in Article 13 of this Agreement.
       C. Contractor agrees that the Contract Cost Principles and Procedures, 48 C.F.R., F.A.R.
          Part 31, shall be used to determine the allowability of individual items of cost. Any
          costs for which payment has been made to Contractor that are determined by
          subsequent audit to be disallowed thereunder shall be repaid to Owner as set forth
          above.

    21. ENTIRE AGREEMENT; AMENDMENT: The Contract Documents, including any and
all exhibits attached hereto which are incorporated herein by reference, represents the entire
understanding and agreement between the parties hereto relating to the Work and supersedes any
and all prior agreements, whether written or oral, that may exist between the parties regarding
same. No amendment or modification to the Work or this Agreement or any waiver of any
provision hereof shall be effective unless in writing signed by the party so to be bound thereby.

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  DEKALB COUNTY SCHOOL DISTRICT
   SUPPLEMENTAL AGREEMENT TO
GSA – CONTRACT NO. 9999-001-SPD0000181

              EXHIBIT A




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  DEKALB COUNTY SCHOOL DISTRICT
   SUPPLEMENTAL AGREEMENT TO
GSA – CONTRACT NO. 9999-001-SPD0000181

              EXHIBIT B




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  DEKALB COUNTY SCHOOL DISTRICT
   SUPPLEMENTAL AGREEMENT TO
GSA – CONTRACT NO. 9999-001-SPD0000181

              EXHIBIT C




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