GSA Supplemental Agreement - Executed

AID 1857811 · View on Simbli

Agenda Item

viii. Contract ~ Renewal ~ Cooperative Agreement ~ Sole Source ~ General Service Administration (GSA) Contract No. 47QTCA21D0098~ Rauland-Borg Corporation with Southwestern Communications, Inc. (SWC) as a Sole Source Distributor ~ Parts, Installation, and Repair of Equipment, Instrumentation and Controls Renewal #4 of 4 (Not to exceed $500,000)

Summary: Presented by: Mr. Erick Hofstetter, Chief Operating Officer, Division of Operations
Request: It is requested that the DeKalb County Board of Education (“the Board”) approve the renewal of a cooperative agreement with General Service Administration (GSA) Contract 47QTCA21D0098; and Southwestern Communications, Inc., through Rauland-Borg Corporation, as sole source authorized distributor for the supply, installation, service, and maintenance of communications equipment, replacements, and upgrades districtwide in the amount not to exceed $500,000.00 through May 2026. This is the fourth and final (#4 of 4) renewal option.
Why: Southwestern Communications, Inc., through Rauland-Borg Corporation, as sole authorized distributor for communications equipment and replacements district-wide, will allow DeKalb County School District (“DCSD”) to upgrade TCU Intercom Systems district-wide.
Details: Southwestern Communications, Inc., through Rauland-Borg Corporation, its sole source distributor, will provide installation and repair of all intercom systems district-wide. The scope of work includes installation, repairs, and replacements for TCU Intercoms, digital clocks, message boards and speakers. Locations include theaters, gymnasiums, cafeterias, and media centers.

The scope of this contract includes all duties necessary to meet the technical support service, systems integration, and business requirements defined in the Supplemental Agreement (Exhibit A).

Approval and use of Rauland-Borg Corporation as vendor is pursuant to Board Policy DJE III(d)3b, Exceptions to Competitive Selection - Sole Source and Section 211 of the E-Government Act of 2002 (the Act) amended the Federal Property and Administrative Services Act to allow for "Cooperative Purchasing."

Cooperative Purchasing allows the Administrator of General Services to provide states and localities access to certain items offered through the General Services Administration's (GSA's) Federal Supply Schedule 70, Information Technology (IT), and Consolidated (formerly Corporate Contracts) Schedule contracts, containing IT Special Item Numbers (SINs).
Financial impact: The contract amount for these services, not to exceed $500,000, will be allocated from the General Fund Budget, Deferred Maintenance 100.2600.543013.00011.7520.9990.8013.040.0000
Contact: Mr. Erick Hofstetter, Chief Operating Officer, Division of Operations, 678-676-1376
Mr. Bobby Moncrief, Director of Facilities, Division of Operations, 678-676-1478
Effective: Upon Board Approval
Status: Approved by the Office of Legal Affairs
                          DEKALB COUNTY SCHOOL DISTRICT
                           SUPPLEMENTAL AGREEMENT TO
                          GSA – CONTRACT NO. 47QTCA21D0098


       Owner:                                 DeKalb County School District
       Address:                               Sam A. Moss Service Center
                                              1780 Montreal Rd., Tucker, Georgia 30084
       Phone No.:                             678-676-1373
       Fax No.:                               678-676-1475
       Owner’s Representative:                Richard H. Boyd, Interim COO

       Contractor:                            South Western Communications, Inc.
       Address:                               70 Crestridge Dr., Suite 100
                                              Suwanee, Georgia 30024
       Phone No.:                             678-376-8884
       Fax No.:                               678-376-8887


        THIS SUPPLEMENTAL AGREEMENT (this “Agreement”) is entered into as of the _28th
day of _September___, 2021 by the DeKalb County School District (“Owner”) and South Western
Communications, 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. GSA Contract No. 47QTCA21D0098;
       C. Contractor’s Scope of Work document attached hereto as Exhibit “A”; and
       D. Contractor’s Pricing Summary attached hereto as Exhibit “B”.
       E. Board Directive Signed by the Superintendent and dated 08/09/2021 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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                           SUPPLEMENTAL AGREEMENT TO
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    2. STATEMENT OF WORK: Contractor shall furnish all labor, equipment, materials,
services, and facilities required to perform the work described and detailed in the Scope of Work
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: The Contract Price for each portion of the Work is a fixed price
equal to the amount set forth in the Pricing Summary attached hereto as Exhibit “B”, which
Pricing Summary is based upon the Work to be performed and the pricing schedule to GSA
Contract No. 47QT21D0098. Contractor acknowledges and agrees that the Contract Price for all
of the Work shall not exceed $3,750,000.00.

   5.      PAYMENT:

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

        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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                          SUPPLEMENTAL AGREEMENT TO
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    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 four (4) 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.

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



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                   SUPPLEMENTAL AGREEMENT TO
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   (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 claims, liabilities,
   damages, losses, costs and expenses of every type whatsoever including, without
   limitation, attorneys’ fees and expenses of litigation, in connection 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 sole negligence of 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.


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                           SUPPLEMENTAL AGREEMENT TO
                          GSA – CONTRACT NO. 47QTCA21D0098

   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.

    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.

    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
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).




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                          DEKALB COUNTY SCHOOL DISTRICT
                           SUPPLEMENTAL AGREEMENT TO
                          GSA – CONTRACT NO. 47QTCA21D0098

   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
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

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                         DEKALB COUNTY SCHOOL DISTRICT
                          SUPPLEMENTAL AGREEMENT TO
                         GSA – CONTRACT NO. 47QTCA21D0098

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
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

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                         DEKALB COUNTY SCHOOL DISTRICT
                          SUPPLEMENTAL AGREEMENT TO
                         GSA – CONTRACT NO. 47QTCA21D0098

           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)
           busines 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.

       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.

                             [Signatures appear on following page]




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           EXHIBIT A




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           EXHIBIT B




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           EXHIBIT C




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