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PARTICIPATING ADDENDUM
Sourcewell MASTER AGREEMENT # 063020-BBB, School Buses with Related Accessories,
Supplies, Parts, and Services
(hereinafter “Lead Procurement Entity”)
In partnership with
Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service d/b/a Yancey Brothers
Bus Sales & Service and Blue Bird Body Company
(hereinafter “Contractor” or “Supplier”)
And
State of Georgia
(hereinafter “Participating State/Entity” or “Agency”)
This Participating Addendum is entered into by the State of Georgia (hereinafter “Agency”), Yancey Brothers,
Inc. d/b/a Yancey Brothers Bus Sales and Service d/b/a Yancey Brothers Bus Sales and Service (hereafter
“Contractor” or “Supplier” and Blue Bird Body Company (hereinafter “Manufacturer or Sourcewell Contract
Holder), and Sourcewell (hereinafter “Lead Procurement Entity) collectively known as the (“Parties”) pursuant to
Sourcewell Contract #063020-BBB for the provision of School Buses with Related Accessories, Supplies, Parts,
and Services between Contractors, Manufacturer, and Sourcewell, as subsequently amended (together with its
exhibits and attachments, known as the “Sourcewell Master Agreement”). This Participating Addendum and the
exhibits incorporated and/or attached herein, including the Sourcewell Master Agreement, shall be collectively
referred to as Georgia Statewide Contract #99999-SPD-SWL20200630-001.
WHEREAS State of Georgia is a member of Sourcewell.
WHEREAS State of Georgia desires to make available for purchase of School Buses with Related
Accessories, Supplies, Parts, and Services from Contractors as set forth in the Sourcewell Master
Agreement and set forth within this Participating Addendum.
WHEREAS Blue Bird Body Company confirms that Yancey Brothers, Inc. d/b/a Yancey Brothers Bus
Sales and Service is an Authorized Dealer for Blue Bird Corporation for School Buses with Related
Accessories, Supplies, Parts, and Services on the Sourcewell Master Agreement #063020-BBB; and
WHEREAS State of Georgia desires to add terms and conditions to the Sourcewell Master Agreement;
and
WHEREAS Contractors are willing to agree to additional term and conditions.
NOW THEREFORE, the Parties to this Participating Addendum hereby agree as follows:
DEFINITIONS AND GENERAL INFORMATION
"DOAS" means the Department of Administrative Services of the State of Georgia.
“Contractor” and “Supplier” means Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales
and Service.
“Manufacturer” or “Vendor” means Blue Bird Body Company
“School Buses with Related Accessories, Supplies, Parts, and Services” for this Addendum
are described as goods and services associated with all types of School Buses (to include
electrical and alternative fueled buses), related accessories, related supplies, parts and
associated services to the customer on an as-needed basis.
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“Exhibit 1” means State of Georgia Statewide Standard Contract Form and Contract Terms and
Conditions for Goods and Ancillary Services incorporated, exhibited and/or attached in this Participating
Addendum.
“Lead Procurement Entity” means Sourcewell
“Local Municipality” means cities, counties , townships, counties and other political subdivisions of the
State of Georgia and other local governmental entities.
“Participating Addendum” or “Addendum” means this document with incorporated, exhibited and/or
attached Exhibit 1 and all documents that make up the Sourcewell Master Agreement.
"Purchase Instrument" means the documentation issued by the Lead Procurement Entity, the State
Agency or User Agencies to the Contractor for the purchase of goods and services, in accordance with
the terms and conditions of the Statewide Contract assigned to this Participating Addendum. The
Purchase Instrument should reference the Statewide Contract and may include an identification of the
equipment and services, 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.
"State" means the State of Georgia, the Agency, User Agencies, and any other authorized
state entities issuing Purchase Instruments against the Statewide Contract commonly referred
to as Authorized Users.
"Statewide Contract (SWC)" or "Contract" means the agreement between the Agency, the Lead
Procurement Entity (Sourcewell) and the Contractor (Yancey Brothers, Inc. d/b/a Yancey Brothers
Bus Sales and Service) for the provision of School Buses with Related Accessories, Supplies,
Parts, and Services as defined this Participation Addendum and the Sourcewell Master Agreement.
"User Agency" or “User Agencies" or “Authorized Users” means any offices, agencies,
departments, boards, bureaus, commissions, institutions, local municipalities or other entities of the
State of Georgia entitled to or required to make purchases from this Statewide Contract.
This Participating Addendum and the incorporated, exhibited and/or attached documents shall be read to be
consistent and complementary. This Georgia Statewide Contract for School Buses with Related Accessories,
Supplies, Parts, and Services is comprised of the State of Georgia's Participating Addendum (PA) the State of
Georgia Statewide Contract Terms and Conditions for Goods and Ancillary Services, (Exhibit 1), and Attachment
1, Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service Georgia Pricing Documents, and the
Sourcewell Master Agreement, in its entirety.
Master Agreement Terms and Conditions:
1. INCORPORATION OF THE SOURCEWELL MASTER AGREEMENT. The Parties agree to the
terms set forth in the Sourcewell Master Agreement for School Buses with Related Accessories,
Supplies, Parts, and Services which are incorporated, exhibited and/or attached herein by this
reference, except as modified by this addendum.
2. ADDITIONS TO THE SOURCEWELL MASTER AGREEMENT: The terms and conditions set forth
in this Participating Addendum, with Exhibit 1: State of Georgia Contract Terms and Conditions and
Attachment 1: Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service Georgia
Pricing Documents both incorporated herein by this reference. In the event of inconsistent terms
between this Participating Addendum and the Sourcewell Master Agreement, the following order of
precedence shall govern and control the agreement between the Parties: (a) this Participating
Addendum with Exhibit 1: State of Georgia Contract Terms and Conditions incorporated and
Attachment 1: Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service Georgia Pricing
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b. Participating Entity:
Name: Department of Administrative Services
Address: 200 Piedmont Avenue, Ste 1308,
West Tower, Atlanta, GA 30334
Telephone 404-656-0934
Email: Jim.Barnaby@doas.ga.gov
7. CHANGES: The Sourcewell Master Agreement is modified to incorporate the State of Georgia
Participating Addendum with Exhibit 1 to the additional terms and conditions and Attachment 1,
Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service Georgia Pricing Documents
as follows:
i. Payments and Invoice Provisions: Payment will be made in accordance with applicable State
of Georgia accounting procedures upon acceptance by the Agency. The Authorized Users may
not be invoiced in advance of delivery and acceptance of any products or services. Payment
will be made only after the contractor has successfully satisfied the ordering agency as to the
goods and/or services purchased or rented. Vendors should invoice the ordering agency by an
itemized list of charges, purchase order number and/or contract Number should be referenced
on each invoice.
Payments shall be submitted to the contractor at the address shown on the invoice. Payment
shall be tendered to the contractor within thirty (30) days of the date of invoice. The procuring
agency shall make a good-faith effort to pay within thirty (30) days after date of invoice. Payments
may also be made via a Purchasing Entity’s “Purchasing Card.”
All invoices should be forwarded to: Agency Name
Attention: Accounts Payable
Address
City, Georgia Zip Code
ii. Purchase Order Instructions: All purchasing entities issuing valid purchase orders will be
bound by the terms and conditions of the Participating Addendum and the Sourcewell Master
Agreement including the obligation to pay the contractor for products and/or services provided.
The parties acknowledge and agree that orders submitted to the contractor from a purchasing
entity through the purchasing entity’s business procurement card are authorized purchase
orders under the Sourcewell Master Agreement.
iii. Price Agreement Number: All purchase orders issued by the purchasing entities within the
jurisdiction of this Participating Addendum shall include the Georgia Statewide Contract # 99999-
SPD-SWL20200630-001, agency name, address, name of contact person and phone number.
All pricing is ceiling pricing.
iv. Orders: Any order placed by an Authorized User for a product and/or service available from this
Participating Addendum shall be deemed to be a sale under (and governed by the prices and
other terms and conditions) of this Participating Addendum unless the parties to the order agree
in writing that another contract or agreement applies to such order.
v. Credit: The Supplier(s) shall not require, propose, or engage in any actions that would lead to
any State entity entering into any type of "credit agreement" that would pledge the credit of the
State of Georgia.
As authorized by this Participating Addendum, the parties agree as follows:
1. Contract Reviews: Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service and the
State of Georgia DOAS will establish an annual review process to monitor contract activity based on a
rolling 12-month sales period.
Pricing: Pricing will be ceiling pricing in accordance with the Pricing Documents negotiated and
established as part of this Participating Addendum at Attachment 1 for Georgia pricing for School Buses
with Related Accessories, Supplies, Parts, and Services. Any changes in pricing or products will be
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processed in accordance with Section 4, Product and Price Change Request, of the Sourcewell and
Blue Bird Body Company Contract #060320-BBB. Prior to submission to Sourcewell for any changes in
pricing or products in Georgia , Yancey Brothers Sales and Service, in coordination with Blue Bird Body
Company, must request and receive approval from the State Purchasing Division.
2. Support: Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service will provide a dedicated
account manager to focus on program participation, marketing, and compliance.
3. Marketing: Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service will market the Georgia
contract in Trade Shows, Conferences, communications and other functions needed by the State of
Georgia to increase the usage of the School Buses and associated items and features that fall within
the scope of this agreement and contracts cited herein.
4. Customized Reporting: Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service agrees
to submit Quarterly Sales in accordance with the State of Georgia’s Quarterly report format. All other
reports will be provided per the State's needs.
5. Notices: In addition to any other obligations the parties may have regarding notice, all notices or
other communications regarding termination, material breach, modification, or audit of this
Addendum, or a license covered by this Addendum shall be copied to DOAS at the following
address:
Manager, Contracts Management
Department of Administrative Services
State Purchasing Division Georgia
Contracts Management
200 Piedmont Avenue, SE Suite 1308, West Tower Atlanta, GA 30334
6. Periodic Performance/Sales Reports. Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales
and Service) shall submit the following management reports to the DOAS identified Contract
Administrator and send a copy to Sourcewell. All reports shall be provided by Yancey Brothers,
Inc. d/b/a Yancey Brothers Bus Sales and Service shall be submitted or uploaded in electronic
format. All electronic reports must be submitted or uploaded in Microsoft Excel or Microsoft
Access format. Reports should include the ability to sort/summarize by account. Yancey
Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service agrees to provide all other data
requested in a flat file format as designated by DOAS’ Contract Administrator.
a. Quarterly Sales Reports
Statewide sales by customer account number and type of customer: State Agency, Local
Entity or Other, in addition (but not limited) to the following information: product number,
product description, manufacturer name, NIGP code, merchandise class code/indicator,
quantity ordered, list price, unit price, and total spend. Reports will be submitted quarterly
in accordance with due dates established in the table in Section 6 below.
b. Ad Hoc Report(s)
Sourcewell and/or Contractor may be required to provide Ad Hoc reports to DOAS from time
to time, based on unique data request associated with the sale of products/services awarded
under any resultant contract. DOAS will work with the Sourcewell/Yancey Brothers, Inc.
d/b/a Yancey Brothers Bus Sales and Service to identify the specific informational items
needed and the physical format of the report.
7. Administrative Fee
Pursuant to O.C.G.A. Section 50-5-51(10), DOAS has the authority to collect moneys, rebates, or
commissions payable to the State that are generated by supply contracts established pursuant to
O.C.G.A. Section 50-5-57. For this statewide contract, DOAS requires Yancey Brothers, Inc. d/b/a
Yancey Brothers Bus Sales and Service agrees to pay directly to DOAS an administrative fee on all
sales pursuant to the resulting statewide contract. The administrative fee amount for this statewide
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contract is (1%). Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service agrees that
the fee will not be identified separately from the product and/or service pricing offered to Authorized
Users wherever that pricing may appear (website, catalog, invoices, …etc.). contains due dates for
both quarterly sales report and administrative fees
The Quarterly Sales Report must be received by DOAS twenty (20) days after the end of the
Fiscal Quarter through submission within the Supplier Portal of Team Georgia Marketplace,
and the Fees must be received as a response to an invoice generated by DOAS between the
time of receipt of the invoice and forty-five (45) days after the end of the fiscal quarter as defined
by the table below:
DOAS’ Months Supplier’s Supplier’s
Fiscal Quarterly Payment Due Date
Quarters Sales (In Response to
Report DOAS generated
Due Date Invoice)
Quarter 1 July 1st – September 30th October November 15th
20th
Quarter 2 October 1st – December January February 15th
31st 20th
Quarter 3 January 1st – March 31st April 20th May 15th
Quarter 4 April 1st – June 30th July 20th August 15th
30 calendar days
following the
----- ----- -----
termination of this
Statewide Contract
for any reason
At the end of each state fiscal quarter as defined above, Contractor shall prepare the Quarterly
Sales Report and submit to DOAS by uploading the report file through the Supplier Portal of
Team Georgia Marketplace, including the Contractors most up-to-date Invoice Contact Name
(Billing Contact), Billing Address, and Billing E-Mail. In the event that no sales have occurred,
the Contractor must complete and submit the Quarterly Sales Report, indicating that no sales
have occurred, and submit the file through Supplier Portal of Team Georgia Marketplace. No
later than the date identified above as the “Supplier’s Payment Due Date” for each fiscal quarter,
the Contractor shall remit a payment of fees to DOAS in response to a DOAS generated invoice,
through one of the following methods”
(i) For Check payments (least preferred): Sourcewell or Contractor shall remit the
check together with the Quarterly Sales Report to:
Department of Administrative Services
Finance & Administration Division
200 Piedmont Avenue, S.E. Suite 1820, West Tower
Atlanta, Georgia 30334-9010
By submission of these reports and corresponding payments, Contractor is certifying their
correctness.
I. Auditing and Contract Close Out. All sales reports and Fee payments shall be
subject to audit by the State. Supplier shall maintain books, records and documents
which sufficiently and properly document and calculate all charges billed to the
State and all Fees 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
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audit, whichever is later. Supplier 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 Supplier 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. Sourcewell and/or Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales
and Service shall not impose a charge for audit or examination of the Supplier’s
books and records. If an audit discloses incorrect billings or improprieties, the State
reserves the right to charge the Supplier for the cost of the audit and appropriate
reimbursement. Evidence of criminal conduct will be turned over to the proper
authorities.
In no event shall Supplier retain any amount of money in excess of the
compensation to which Supplier is entitled and all Fees owed DOAS shall be
paid within thirty (30) calendar days of termination of the statewide contract for
any reason.
II. Modifying or Canceling the Fee. DOAS reserves the right to modify and/or cancel
the Fee at any time. Supplier shall immediately amend the statewide contract
pricing to reflect any modification or cancellation of the Fee by DOAS. In addition,
DOAS reserves the right to revise collection and reporting requirements in
conjunction with implementation of an on-line procurement system.
III. Late Payment Fee. In the event DOAS does not receive the Supplier’s payment of
the Fees on or before the Supplier Payment Due Date, the parties agree the
Supplier must pay DOAS interest on the overdue Fees at a rate of eighteen percent
(18%) per annum. Interest will be calculated as follows:
(Administrative Fee Amount Due) x (18%) = X X / 365 (366 for leap years)
=Y
Y x (Number of Days Payment is Late) = Interest Owed
For the purposes of this provision, payment of the Fees shall be considered
received by DOAS on (1) the date of DOAS’ receipt of the EFT or credit card
payment confirmation or (2) the date DOAS receives the envelope containing a
check for the correct amount of the administrative fee. In the event the Supplier
does not submit full payment of the Fees owed, interest shall only be applicable to
the portion of the Fees which is outstanding. In the event the Supplier makes an
error and overpays, the Supplier is responsible for alerting DOAS in writing of the
Supplier’s discovery of the overpayment. DOAS will confirm whether an
overpayment has occurred and refund the overpayment amount to the Supplier no
later than thirty (30) days’ following DOAS’ receipt of written notice of the
overpayment. DOAS will have no responsibility for interest or any other fees with
respect to Supplier’s overpayment of Fees.
IV Default. Supplier’s RESPONSIBILITY TO COLLECT AND REMIT THE
ADMINISTRATIVE FEE ON BEHALF OF DOAS IS A SERIOUS RESPONSIBILITY
AS THE SUPPLIER IS HANDLING STATE FUNDS. Accordingly, failure to comply
with these contractual requirements shall constitute grounds for declaring Supplier
in default and recovering procurement costs from Supplier in addition to all
outstanding Fees and interest.
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8. Compliance: Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service is required to
be compliant with the terms and conditions of their current agreement(s) with the State. This
includes all quarterly reporting and administrative fee submission requirements. DOAS will not
renew the resulting statewide contract to Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales
and Service in the event failed to meet its current statewide contract obligations.
9. Standard Insurance Requirements. The Supplier shall procure and maintain insurance which
shall protect the Supplier and the State of Georgia (as an additional insured) from any claims for
bodily injury, property damage, or personal injury covered by the indemnification obligations set
forth in the statewide contract attached to this solicitation throughout the duration of the statewide
contract. The Supplier shall procure and maintain the insurance policies described below at the
Supplier’s own expense and shall furnish DOAS an insurance certificate listing the State of
Georgia as certificate holder and as an additional insured. The insurance certificate must
document that the Commercial General Liability insurance coverage purchased by the Supplier
includes contractual liability coverage applicable to the statewide contract. In addition, the
insurance certificate must provide the following information: the name and address of the insured;
name, address, telephone number and signature of the authorized agent; name of the insurance
company (authorized to operate in Georgia); a description of coverage in detailed standard
terminology (including policy period, policy number, limits of liability, exclusions and
endorsements); and an acknowledgment of notice of cancellation to DOAS.
a. The Supplier is required to maintain the following insurance coverage’s during the term of
the statewide contract:
1) Workers Compensation Insurance (Occurrence) in the amounts of the statutory limits
established by the General Assembly of the State of Georgia (A self-insurer must
submit a certificate from the Georgia Board of Workers Compensation stating that
the Supplier qualifies to pay its own workers compensation claims.) In addition, the
Supplier shall require all subcontractors occupying the premises or performing work
under the statewide contract to obtain an insurance certificate showing proof of
Workers Compensation Coverage with the following minimum coverage:
Bodily injury by accident - per employee $100,000;
Bodily injury by disease - per employee $100,000;
Bodily injury by disease – policy limit $500,000.
2) Commercial General Liability Policy with the following minimum coverage: Each
Occurrence Limit 1,000,000
Personal & Advertising Injury Limit $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Ops. Aggregate Limit $2,000,000
3) Automobile Liability:
Combined Single Limit $1,000,000
4) Commercial Umbrella Limit $2,000,000
The foregoing policies shall contain a provision that coverage afforded under the policies will
not be canceled, or not renewed or allowed to lapse for any reason until at least thirty (30)
days prior written notice has been given to DOAS. Certificates of Insurance showing such
coverage to be in force shall be filed with DOAS prior to commencement of any work under
the statewide contract. The foregoing policies shall be obtained from insurance companies
licensed to do business in Georgia and shall be with companies acceptable to DOAS, which
must have a minimum A.M. Best rating of A-. All such coverage shall remain in full force
and effect during the term and any renewal or extension thereof.
Within ten (10) business days of award, the awarded Supplier must procure the required
insurance and provide DOAS with two (2) Certificates of Insurance. Certificates must
reference the contract number. No contract performance shall occur unless and until the
required insurance certificates are provided.
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10. Annual Business Review Meetings: Supplier must participate in Business Review (BR) meeting
with DOAS at least annually. During the BR meetings, the meeting will also focus on the status
of service level agreements and key performance indicators agreed to by Supplier and DOAS. The
BR meeting may involve, but not be limited to, the following: review of the Supplier’s performance
and submitted reports, identification of areas of improvement to be addressed, review of the
previous quarter's sales statistics, and strategies to grow sales volume.
11. 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.
12. Supplier Compliance: Suppliers responding to this Participating Addendum and currently holding one or
more statewide contracts are required to be compliant with the terms and conditions of their current
agreement(s) with the State. This includes all quarterly reporting and administrative fee submission
requirements. DOAS will not award the resulting statewide contract to a Supplier that has failed to meet its
current statewide contract obligations.
13. Addendum Certification. By agreeing to this Addendum, Sourcewell and Yancey Brothers, Inc.
d/b/a Yancey Brothers Bus Sales and Service understands and agrees that the provisions of the
Official Code of Georgia Annotated, Sections 45-10, Article 2, Conflicts of Interest et seq. have not
been violated and will not be violated in any respect.
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Exhibit 1: State of Georgia
Statewide Standard Contract Form
Solicitation Title: Schoof Buses with Related Accessories, Solicitation Number Contract Number
Supplies, Parts, and Services Sourcewell # #063020-BBB 99999-SPD-G063020-0001
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 Name
Sourcewell {hereafter called Sourcewell or Lead Procurement Entity) and
Blue Bird Body Company (hereafter called manufacturer or Sourcewell Contract Holder)
Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service (hereafter called Contractor or Supplier)
2. Contract to Begin: Date of Completion: Renewals:
7/1/2022 12/29/2024 Extension and Rollover Clause available.
3. Performance Bond, if any: Other Bonds, if any:
NIA NIA
4. Authorized Person to Receive Contract Notices for Agency: Authorized Person to Receive Contract Notices for Contractor:
Daniel Granett daniel.garnett@doas.ga.gov Shooter Roberts, shooter roberts@yanceybus.com
5. The parties agree to comply with the terms and conditions of the following attachments which are by this reference made a part
of the Statewide Contract·
Participating Addendum with Exhibit 1: Statewide Contract for Goods and Ancillary Services and Attachment 1: Yancey
Brothers, Inc. dlbla Yancey Brothers Bus Sales and Service Georgia Pricing Documents
Attachment 2: Sourcewell Master Agreement #063020-BBB
Attachment 3: Sourcewell Solicitation# 110520
Attachment 4: Contractor's Final Response
IN WITNESS WHEREOF, this Contract has been executed by the parties hereto.
s Contractor
Contractor's Name (If other than an individual, state whether a corporation, partnership, etc.)
others Bus Sales nd Service
Date Signed
2/15/2022
Printed Name andTitle of Persoii"Signing
Owen M. Roberts IV
Address: 259 Lee Industrial Blvd. Austell Georgia 30167
,
7. Manufacturer (Sourcewell Contract Holder)
Manufacturer Name
Blue Bird Bod Com an
Date Signed
e a d Title of Person Signing
'P 1 -ns �e'-\ o,-.lAt.. Sl't-LeS M.A-N A� ER
Agency Name
De artment of Administrative Services
By (Authorized Signature) Date Signed 5/18/2022
Printed Name and Title of Person Signing
Jim Barnaby, Deputy Commissioner, State Purchasing Division, Department of Administrative Services
Address: 200 Piedmont Avenue, Ste 1308, West Tower, Atlanta GA 30334
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State OF GEORGIA
STATEWIDE CONTRACT
Attachment 1 to Exhibit 1
Contract Terms and Conditions for Goods and Ancillary Services
A. DEFINITIONS AND GENERAL INFORMATION OF EXHIBIT 1
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 Parties as
defined by the Participating Addendum and Statewide Contract Form and their
incorporated, exhibited and/or attached 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 RFP, including any modifications or clarifications accepted by
the Sourcewell.
(vii) "RFP" means all documents incorporated, exhibited and/or attached in the Sourcewell
Request for Proposal, (and any amendments or addenda thereto and Contractor’s
Response.) specifically identified in the Statewide Contract Form or Participating
Addendum 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 RFP, Contractor’s Response to the RFP, 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 RFP requirements or the Statewide
Contract shall be incorporated, exhibited and/or attached 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
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identifying the location of 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 RFP and this
praticipating Addendum. In addition, unless otherwise provided in the RFP, 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/Rollover. 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 and Sourcewell, extend
this Statewide Contract for such period as may be necessary to afford the State a continuous
supply of the identified goods and services. In the event Sourcewell rebids the contract (Primary
Agreement), the Agency may, execute an Amendment that will Rollover the terms of this
Participating Agreement to the new Sourcewell contract until such time that a Participating
Addendum has been agreed upon.
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 RFP and the terms of
the Statewide Contract, plus those equipment, services and deliverables as may additionally be
described in the Response that are within the scope of this Addendum.
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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 RFP 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 RFP and final pricing documents as incorporated,
exhibited and/or attached into the Statewide Contract Form and the terms of the Statewide
Contract. Unless clearly stated otherwise in the Statewide Contract, all prices are ceiling prices
and are subject to variation. Prices include, but are not limited to freight, insurance, fuel
surcharges and customs duties. User Agencies are solely and individually financially
responsible for their respective purchases.
2. Billings. If applicable, and unless the RFP 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.
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.
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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:
(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
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(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:
(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;
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(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;
(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 always remain the property of the State. 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.
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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;
(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
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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;
(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 this Participating Addendum.
I. BONDS
Not Applicable.
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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
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
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right or interest to any person or entity that might derogate, encumber or interfere with the rights
granted to the State.
8. 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.
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 RFP. 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. Pursuant to all contract activities in the State of Georgia, 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 RFP (including any subsequent
addenda and written responses to bidders’ questions), and the Contractor’s Response, any
inconsistency or conflict shall be resolved as follows:
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(i) First, by giving preference to the Participating Addendum with Exhibit 1: Statewide
Contract Terms and Conditions and Exhibit 2: Customizable IBS Agreement.
(ii) Second, by giving preference to the Sourcewell Master Agreement.
(iii) Third, by giving preference to the specific provisions of the RFP.
(iv) Fourth, 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 Sourcewell in writing shall not be included in this Statewide Contract
and shall be given no weight or consideration.
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 RFP and the Contractor’s Response. The failure of the parties to make reference to the
terms of the RFP 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 RFP 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
Federal, State, and local food safety laws and requirements and 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."
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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.
6. Additional Party Beneficiaries. There are no additional party beneficiaries to the Statewide
Contract. The Statewide Contract is intended only to benefit the State, Sourcewell 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.
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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.
10. Use of Third Parties. Except as noted within or 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 made up of this Participating Addendum and the Master
Agreement, including all solicitation documents and inclusive of the Contractor’s response
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 these documents.
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 here from. 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.
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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 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 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.
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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 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,
exhibited and/or attached 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, 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 Supplier.
End of Exhibit 1.
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DocuSign Envelope ID: A6428707-1FB0-4815-B065-91CF3827ED7D
5/18/2022
DocuSign Envelope ID: A6428707-1FB0-4815-B065-91CF3827ED7D
Attachment 1: Yancey Brothers, Inc. d/b/a Yancey Brothers Bus Sales and Service Georgia Pricing
Documents
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