Agenda Item
i. Contract Renewal ~ RFP 24-564 HVAC Repair and Installation Services ~ 5 Seasons Mechanical, ARS Mechanical LLC, HVAC Allies LLC, Mann Mechanical Company, Inc., MAXAIR Mechanical, Mechanical Services, Inc., Smith Mechanical Heating & Air, and Trane U.S. Inc. ~ Contract Renewal ~ 2 of 4 (Not to Exceed $8,000,000)
Summary: Presented by: Mr. Erick Hofstetter, Chief Operating Officer, Division of Operations
Request: It is requested that the DeKalb County Board of Education approve contract renewal (2 of 4) for RFP 24-564 HVAC Repair and Installation Services in the amount not to exceed $8,000,000 to the list below:
5 Seasons Mechanical
ARS Mechanical LLC
HVAC Allies LLC
Mann Mechanical Company, Inc.
MAXAIR Mechanical
Mechanical Services, Inc.
Smith Mechanical Heating & Air
Trane U.S. Inc.
Why: This request is for contract renewal to provide HVAC Repair and Installation Services required throughout DeKalb County School District (“DCSD”) on an as-needed basis. It ensures continuity of essential HVAC repair and installation services required to maintain safe, functional, and climate-controlled learning and working environments across DCSD facilities. This approval establishes a pool of qualified contractors that enables timely response to HVAC failures, addresses preventative maintenance and repair needs for various remodeling, renovations, life safety requirements, and capital improvement projects, while maintaining competitive pricing and operational efficiency.
This request renews the contract for an additional year to the above-captioned vendors from May 24, 2026-May 23, 2027.
Details: On February 12, 2024, the Board approved 5 Seasons Mechanical, ARS Mechanical LLC, HVAC Allies LLC, Mann Mechanical Company, Inc., MAXAIR Mechanical, Mechanical Services, Inc., Smith Mechanical Heating & Air, and Trane U.S. Inc. as the most responsive and responsible offerors to provide district-wide HVAC Repair and Installation Services. This recommendation is for (2 of 4) contract renewal options and renews the contract for an additional year to the above-captioned vendors from May 24, 2026-May 23, 2027.
Financial impact: The total contract amount for these services in the amount not to exceed $8,000,000 will be allocated from the General Fund Budget, Repair & Maintenance Service (100.2600.543000.00011.7520.9990.8013.040.0000)
Contact: Mr. Erick Hofstetter, Chief Operating Officer, Division of Operations, 678.676.1447
Mr. Keith Ball, Executive Director of Facilities & Capital Improvement, Division of Operations, 678.676.1478
Effective: Upon Board Approval
Status: Approved by the Office of Legal Affairs
SERVICE AGREEMENT
BETWEEN THE
DEKALB COUNTY SCHOOL DISTRICT
AND
Smith Mechanical Heating and Air, LLC
Service Provider: Smith Mechanical Heating and Air, LLC
Project Name: HVAC Repair and Installation Services
Address: 27 Little Lake Rd.
Phenix City, AL 36867
RFP No.: 24-564
Description: HVAC Repair and Installation Services
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THIS SERVICES AGREEMENT and the below referenced documents attached as Exhibits
(hereinafter the “Service Agreement") is made and entered into by and between the DeKalb County School
District (hereinafter the “DCSD”) whose address is 1701 Mountain Industrial Boulevard, Stone Mountain,
Georgia 30083 and Smith Mechanical Heating and Air, LLC(hereinafter the "Service Provider") whose
physical address is 27 Little Lake Rd., Phenix City, AL 36867. DCSD and Service Provider are referred to
herein collectively as the “Parties” and individually as a “Party.”
WHEREAS, DCSD desires to retain the services of a competent and qualified Service Provider to
provide HVAC Repair and Installation Services; and
WHEREAS, the DCSD has solicited for these services via an advertised request for proposals and
has received responsive proposals thereto; and
WHEREAS, after review and consideration of all responsive proposals, DCSD intends to engage
the Service Provider to provide HVAC Repair and Installation Services; and
WHEREAS, the Service Provider remains agreeable to provide HVAC Repair and Installation
Services and represents that it is competent, qualified, capable, and prepared to do so according to the
terms and conditions stated herein;
The Service Agreement consist of:
a. This Service Agreement (Agreement for Services);
b. Request for Proposals (RFP) No. 24-564 (Exhibit A);
c. The Service Provider’s Proposal to the above-numbered RFP, including pricing,
and any applicable Scope of Services and any applicable Payment and Payment
Terms Schedule attached except that objections or amendments by Service
Provider that have not been explicitly accepted by DCSD in writing in this Service
Agreement shall not be included in this Service Agreement and shall be given no
weight or consideration; (Exhibit B);
d. Board Directive originally dated February 12, 2024 (Exhibit C); and
e. Notice of Award dated February 23, 2024 (Exhibit D).
This Service Agreement together with the aforementioned exhibits collectively forms the Service
Agreement. All prior and contemporaneous negotiations and Service Agreements between the Parties on
the matters contained in this Service Agreement are expressly merged into and superseded by this Service
Agreement. DCSD shall not be bound by any additional terms and conditions, including but not limited to,
terms and conditions related to any provided service or good, limitations of the Service Provider’s liability
or any other third party's liability, limitation of warranties, packaging, invoices, service catalog, brochure,
technical data sheet, electronic disclosures, electronic Service Agreements, or other document which
attempts to impose any conditions at variance with or in addition to the terms and conditions of this Service
Agreement.
Any inconsistency or conflict among the specific provisions of this Service Agreement shall be resolved as
follows:
a. First, by giving preference to the specific provisions of this Service Agreement and
any change orders or modifications issued after execution of this Service Agreement;
b. Second, by giving preference to the specific provisions of the RFP attached hereto as
Exhibit “A;”
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c. Third, by giving preference to the specific provisions of Service Provider’s Proposal,
including pricing and any applicable Scope of Services and any applicable Payment
and Payment Terms Schedule attached hereto as Exhibit “B,” except that objections
or amendments by Service Provider that have not been explicitly accepted by DCSD
in writing in this shall not be included in this Service Agreement and shall be given no
weight or consideration.
NOW, THEREFORE, in consideration of the mutual promises, covenants and Service
Agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged by the Parties, DCSD and the Service Provider agree as follows:
ARTICLE 1
PARTIES TO THE SERVICE AGREEMENT
The DCSD’s address and its contact person are:
DeKalb County School District
1701 Mountain Industrial Boulevard
Stone Mountain, Georgia 30083
Attention: Ms. Carla Smith, Chief Financial Officer
Phone: 678-676-0133
Email: Carla_Smith@dekalbschoolsga.org
With a copy to:
DeKalb County School District
1701 Mountain Industrial Boulevard
Stone Mountain, Georgia 30083
Attention: Dr. Devon Q. Horton, Superintendent
The Service Provider’s contact information is:
Company Name: Smith Mechanical Heating and Air, LLC
Address: 27 Little Lake Rd.
Phenix City, AL 36867
Contact Person: Billy Jack Smith II
Title: CEO
Phone: (706) 570-4498
Email: smithmechanicalair.com
Any notice or consent required to be given by or on behalf of any Party hereto to any other Party
hereto shall be in writing and shall be sent to DCSD or to the Service Provider by (a) registered or certified
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United States mail, return receipt requested, postage prepaid, (b) personal delivery, or (c) overnight courier
service. All notices sent to the above addresses shall be binding unless said address is changed, and
provided in writing to the other Party, no less than fourteen days before such notice is sent.
ARTICLE 2
DURATION OF AGREEMENT
2.1 Agreement Term. The term of this Service Agreement begins on the date executed by
the last Party to execute below (hereinafter the “Effective Date”). The performance period for this
Service Agreement shall terminate on June 30, 2025.
2.2 Agreement Renewal. In addition to the base period, there are four (4) one-year optional
renewal terms (each a "Renewal Term") to be exercised at the sole discretion and approval of DCSD.
Additionally, as required by O.C.G.A. § 20-2-506, this Service Agreement shall terminate absolutely
and without further obligation on the part of DCSD at the close of the calendar year in which it was
executed and at the close of each succeeding calendar year for which it may be renewed, but shall be
automatically renewed for each subsequent calendar year during the term unless DCSD terminates
this Service Agreement, by providing Service Provider with thirty (30) days advance notice of
termination prior to the end of the calendar year. Renewal will depend upon the best interests of the
DCSD, funding, and Service Provider’s performance subject to the other termination methods
available to the DCSD herein. Any respective obligations of Service Provider or DCSD hereunder
which by their nature would continue beyond the termination, cancellation or expiration of this
Agreement shall survive such termination, cancellation or expiration.
2.3 Total Obligation. Pursuant to O.C.G.A § 20-2-506(b), it is agreed and understood that the
Board of Education of DeKalb County has established a not-to-exceed amount for all Work to be
performed under RFP 24-564, which includes an award to multiple vendors. Authorization for specific
Work under the RFP to specific vendors who have been awarded work under the RFP shall be at the
sole discretion of DCSD. The combined spend for the RFP across all of the awarded vendors shall not
exceed the annual spend authorization set by the Board of Education of DeKalb County for the RFP.
It is further agreed and understood that no work under this Agreement shall be authorized at such time
that the collective spend under the RFP exceeds the total authorized not-to-exceed amount pursuant to
the RFP. No work shall commence under this Agreement until the assigned vendor receives express
written authorization from DCSD to commence its work to include a statement of estimated costs and
date of completion of the subject work.
ARTICLE 3
SCOPE OF SERVICES
3.1 DCSD does hereby retain Service Provider to furnish those services and to perform those
tasks (collectively, the “Services”) as further described in (i) the DCSD’s Request for Proposal 24-564, to
include all attachments and addenda, attached hereto as Exhibit “A” and incorporated herein by reference;
and (ii) the Service Provider’s final responsive thereto, attached hereto as Exhibit “B” and incorporated into
this Agreement by this reference. A complete copy of the Scope of Work section of RFP 24-564, to include
the Service Provider’s final responsive proposal, is attached as Exhibit “B” and made a part of this Service
Agreement.
3.2 Service Provider shall be solely responsible for the professional quality, accuracy,
competence, methodology, and the coordination of all Services performed pursuant to this Agreement.
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3.3 DCSD’s review, approval, or acceptance of any of the Service Provider’s Services shall
not be construed to: (i) operate as a waiver of any rights the DCSD possesses under this Agreement; or
(ii) waive or release any claim or cause of action arising out of the Service Provider’s performance or
nonperformance of this Agreement. The Service Provider shall always remain liable to the DCSD in
accordance with applicable law for any and all damages to the DCSD caused by the Service Provider’s
breach of this Agreement.
ARTICLE 4
COMPENSATION
4.1 The Service Provider agrees that the compensation for all services under this Service
Agreement shall be the specific price set forth in the attached Exhibit “A” and Exhibit “B.” There shall be
no add-on charges of any kind.
ARTICLE 5
WORKING RELATIONSHIP
5.1 The Service Provider will function in cooperation with the DCSD’s designated
representative, which is set forth in Article 1 of this Service Agreement. The Service Provider will consult
with the DCSD’s representative before finalizing recommendations or taking action at Services milestones
or other key decision points. The Service Provider shall fully cooperate with the DCSD and, if applicable,
the DCSD’s representative or designee. Such cooperation shall include, without limitation, providing any
requested information to the DCSD’s representative and advising, meeting with, consulting with, and
coordinating with the DCSD’s representative.
5.2 The DCSD shall have the right, at its sole discretion, to demand and require the Service
Provider to remove any employee or subcontractor working for the Service Provider on the Services and to
replace the employee or subcontractor without cost or liability to the DCSD.
5.3 For purposes of safety and otherwise, the Service Provider, at all times, shall ensure its
ability to thoroughly and clearly communicate, in any and all necessary languages, with the DCSD
representative and with the Service Provider’s employees, agents, representatives, and subcontractors.
5.4 The Service Provider shall ensure that any and all electronic devices, computers,
software, hardware, equipment and other similar and related items that are utilized by the Service Provider,
or any entity or person under the Service Provider’s supervision or control, do not harm, or allow harm, to
the DCSD’s computers, systems, networks, and technology. The Service Provider shall take any and all
measures possible to protect the DCSD’s computers, systems, networks, and technology from viruses and
other malicious codes.
ARTICLE 6
INVOICING AND AGREEMENT PRICE
6.1 Invoices. The Service Provider shall submit invoices, to DCSD, for services rendered
pursuant to the attached Exhibit “A” and Exhibit “B.” Invoices will be paid by DCSD within thirty (30)
days after receipt of the invoice from the Service Provider. All invoices shall be submitted by Service
Provider shall be submitted to: Ms. Carla Smith, Executive Director Vendor Services, DeKalb County
School District, 1701 Mountain Industrial Boulevard, Stone Mountain, Georgia, 30083.
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6.2 Agreement Price. DCSD shall pay, and the Service Provider shall accept, as full and
complete payment for the Contractor's timely performance of its obligations hereunder the fixed price listed
in section 2.3. The price set forth in Paragraph 2.3 shall constitute the Agreement Price, which shall not be
modified except where evidence acceptable to DCSD of changed market conditions and indices is produced.
Such modification may only be made once per year and shall only become effective upon the renewal of
the Agreement at the start of the subsequent year. Any such proposed price escalation /de-escalation must
be presented in writing to DCSD, for approval, with substantiating proof to DCSD a minimum of ninety
(90) days prior to taking effect.
ARTICLE 7
CANCELLATION OR TERMINATION BY DCSD
7.1 DCSD reserves the right to cancel or terminate this Service Agreement at any time for
any reason, with notice in writing to the Service Provider. In the event of cancellation or termination, the
DCSD shall pay to the Service Provider all compensation earned for actual services rendered. Any
cancellation or termination by DCSD shall be effective within thirty (30) business days of the receipt of
such cancellation or termination to Service Provider by DCSD.
7.2 Upon termination of this Service Agreement, the Service Provider shall:
7.2.1 Cease work under the Service Agreement and take all necessary or appropriate
steps to limit disbursements and minimize costs
7.2.2 Immediately cease using and return to the DCSD, any personal property or
materials, whether tangible or intangible, provided by the DCSD to the Service
Provider
7.2.3 Cooperate in good faith with the DCSD and its employees, agents and
contractors during the transition period between the notification of termination
and the substitution of any replacement contractor(s); and
7.2.4 Immediately return to the DCSD any payments made by the DCSD for Services
that were not delivered or rendered by the Service Provider.
ARTICLE 8
INDEPENDENT CONTRACTOR
8.1 The Service Provider and its employees shall perform as an independent contractor and
not an employee or representative of the DCSD. The Service Provider retains sole and exclusive liability
for all contributions, taxes or payments required to be made on account of the Service Provider’s employees
under federal or state income tax laws, unemployment and workers’ compensation acts, social security acts,
and all other legislation requiring employer contributions or withholdings.
8.2 The Service Provider shall maintain strict discipline among all personnel employed at
DCSD, nor shall any person employed on any Services site have in his or her possession any drugs,
alcohol or firearms. Unprofessional conduct, including but not limited to horseplay, wrestling, and fighting,
shall not be permitted or allowed. No employee, subcontractor or representative of the Service Provider
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shall use any tobacco product while at any Services site, on any property owned by DCSD or at any function
or event sponsored by or held on behalf of DCSD.
8.3 The Service Provider agrees that the Service Provider is not an employee of DCSD for
purposes of the Patient Protection and Affordable Care Act, 42 U.S.C. § 18001, et seq. (“ACA”), or for any
other purpose. The Service Provider agrees that the Service Provider will be responsible for reporting
requirements under the ACA and certifies that the Service Provider has their own individual health plan
coverage. The Service Provider agrees that the Service Provider shall make the necessary federal, state,
and local filings and returns as required by law at the appropriate times, including, but not limited to, federal,
state, and local income tax (including estimates), filings and returns required by the Self-Employment
Contribution Act, and any other filing or return, required by federal, state, or local government. With
respect to ACA compliance obligations, Service Provider acknowledges and agrees that:
• Service Provider is responsible for filing Form 1094-C and Form 1095-C
with respect to all assigned workers assigned to DCSD;
• Service Provider is responsible for compliance with Internal Revenue
Code Section 4980H with respect to assigned workers;
• If requested by DCSD in connection with any governmental audit or
inquiry, Service Provider will cooperate in furnishing DCSD with detailed
information on assigned workers as reasonably needed for DCSD to
respond to such audit or inquiry, and at no additional charge;
• Service Provider will offer health plan coverage to assigned workers (and
their dependents) that complies with the ACA's minimum value and
affordability requirements and, during the term of their staffing Service
Agreement; and
• In addition to any existing indemnification obligations set forth in Article
20, herein, Service Provider agrees to reimburse DCSD for any penalty or
tax imposed against DCSD with respect to any assigned worker, and to
indemnify and hold harmless DCSD against all liabilities, penalties and
fees that may be imposed upon DCSD, under Internal Revenue Code
Section 4980H(a) or (b); provided that DCSD will provide prompt notice
to Service Provider of its receipt of any notice of assessment of penalty or
taxes under Code Section 4980H and Service Provider will cooperate fully
with DCSD in contesting such assessment and accepting responsibility for
its assigned workers.
ARTICLE 9
RESPONSIBILITY FOR SERVICES
9.1 In the performance of this Agreement, the Service Provider warrants that it shall
consistently render its best efforts and shall exercise that degree of skill and care which others would
exercise in like circumstances and that its Services will be performed without errors or omissions. Service
Provider shall be responsible for the accuracy of its Services and any error and/or omission made by the
Service Provider in any work under this Agreement, and Contract. Services performed by the Service
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Provider shall be subject to review and acceptance in stages as required by DCSD. Acceptance shall not
relieve the Service Provider of its professional obligation to correct, at Service Provider’s own expense,
any errors in the Services.
9.2 If Services performed by the Service Provider fail to meet the standards set forth in
Paragraph 9.1, DCSD may elect to have the Service Provider re-perform, or cause to be re-performed, at no
cost to DCSD any of the Services which fail to meet said standards where: (i) such failure appears during
the performance of the Service Provider’s Services or within one year from the date of completion of the
Service Provider’s Services, and (ii) DCSD notifies Service Provider of any such failure within sixty (60)
days of the time that the failure becomes apparent. This Paragraph 9.2 shall not be interpreted to limit the
right of DCSD to pursue and obtain any and all other remedies against the Service Provider at law or in
equity.
9.3 Service Provider warranties that any goods to be produced to or delivered to Owner
during the course and scope of work for these Services will be of merchantable quality, free from defects
in materials and workmanship.
9.4 DCSD acknowledges that the Service Provider shall be entitled to rely on the accuracy
and currency of information supplied by DCSD or by any of the Owner’s contractors or consultants, or
available from generally accepted reputable sources.
9.5 DCSD MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.
ARTICLE 10
OWNERSHIP OF WORK PRODUCT
10.1 Any reports, recommendations, estimates, specifications, drawings, technical data,
sketches, computer software, and all other information developed, created, procured or requested by the
Service Provider in connection with its performance under this Service Agreement (the “Information”) shall
be the property of the DCSD. In entering into this Service Agreement, the Service Provider hereby transfers
to the DCSD all right, title, and interest, including the copyright, in and to the Information.
10.2 Any reports, recommendations, estimates, specification, drawings, technical data,
sketches, computer software, and all other information developed by equipment vendors or other third
parties that relate to the Services shall be the property of the DCSD. This provision shall not act to transfer
rights of DCSDs of standard software or specification packages for which copyright is retained by the
developer.
10.3 All original technical data, evaluations, reports and other work product of the Service
Provider shall be delivered to the DCSD upon the completion, cancellation or termination of Services under
this Service Agreement within three (3) business days of such completion, cancellation or termination. The
Service Provider may retain one (1) copy of all documents produced by the Contractor for its permanent
file.
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ARTICLE 11
ACCOUNTING AND RECORDS
11.1 The Service Provider shall maintain a system of accounting and record keeping for all
Services. Further, the Service Provider will allow the DCSD’s inspection of necessary supporting receipts
and documentation for audit purposes for a period of six (6) years after completion of Services provided
under this Service Agreement.
ARTICLE 12
COMPLIANCE WITH LAWS
12.1 The Service Provider shall comply with all federal, state and local laws, regulations,
ordinances, and DeKalb County Board of Education policies that are in any way applicable to the
performance of its Services under this Service Agreement including but not limited to laws governing
health, safety, the protection or preservation of the environment, and occupational licensing.
ARTICLE 13
EQUAL EMPLOYMENT OPPORTUNITY
13.1 The Service Provider will not discriminate against any worker, employee or applicant
for employment because of race, color, religion, sex, national origin, age, citizenship status, veteran status,
sexual orientation or handicap. The Service Provider will take affirmative action to ensure that applicants
are employed, and that workers are treated during employment, without regard to their race, color, religion,
sex, national origin, age, citizenship status, veteran status, sexual orientation or handicap. Such action shall
include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment, or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship.
ARTICLE 14
CONTINGENCY FEES
14.1 The Service Provider represents that it has not employed and shall not employ any person
other than its own principals and employees to solicit this Service Agreement or any contract with the
DCSD, and that it has not and shall not pay any person other than its own principals and employees any
fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or
making of this Service Agreement or any other contract with the DCSD
ARTICLE 15
SUBCONTRACTORS
15.1 Service Provider shall manage all work and Services performed under this Service
Agreement. Upon the DCSD’s prior written consent, the Service Provider may subcontract all or part of the
Services to be provided. In such event, the rights and obligations of the Service Provider and the DCSD
will not be diminished.
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15.2 All of the Service Provider’s Subcontractors shall be directly responsible to Service
Provider and shall be under the Service Provider’s direct supervision. The Service Provider shall be as fully
responsible and accountable to DCSD for the acts and omissions of its Subcontractors and of persons either
directly or indirectly employed by Subcontractors in the performance of Services under this Service
Agreement as the Service Provider is for the acts and omissions of persons it directly employs. Other than
DCSD being a third-party beneficiary to any Service Agreement between the Service Provider and its
Subcontractors, no other contractual relationship between DCSD and any subcontractor is created by any
provision contained in this Service Agreement.
15.3 If the Service Provider utilizes Subcontractor(s) with respect to this Service Agreement
then the Service Provider will require Subcontractor(s) to comply with all terms and conditions of this
Service Agreement including, but not limited to the insurance requirements. The Contractor shall require
all Subcontractors to supply a certificate of insurance as required herein before the Subcontractor
commences any work.
ARTICLE 16
SUCCESSORS AND ASSIGNS
16.1 The Service Provider shall not assign its rights hereunder, excepting its right to payment,
nor shall it delegate any of its duties hereunder without the written consent of the DCSD. Subject to the
provisions of the immediately preceding sentence, each Party hereto binds itself, its successors, assigns and
legal representatives to the other and to the successors, assigns and legal representatives of such other Party.
ARTICLE 17
INSURANCE
17.1 The Service Provider and all Subcontractors shall maintain insurance in the types and
coverage amounts shown below, which insurance shall provide coverage for Service Provider during the
term of this Service Agreement. Prior to the date the Service Provider signs this Service Agreement, the
Service Provider shall provide the DCSD with (i) an endorsement from the insurer naming the DeKalb
County School District and The DeKalb County Board of Education as an additional insured under the
liability policies and (ii) certificate(s) verifying that these insurance coverages and limits are in force.
Additional certificates of insurance shall be provided whenever individual policies are renewed (or
replaced) on their anniversary date and at such other times as the DCSD requests.
17.2 If the Service Provider is a joint venture involving two (2) or more entities, then each
independent entity shall satisfy the limits and coverages specified below or the joint venture will be a named
insured under each respective policy specified.
17.3 The insurance requirements of this Contract are:
Type of Insurance Coverage Limits
Workers Compensation $1,000,000
Employer’s Liability $1,000,000 annual aggregate
Comprehensive General Liability $2,000,000 annual aggregate
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Including Contractual Liability, $1,000,000 per occurrence
Bodily Injury and Property Damage
Comprehensive Auto Liability $3,000,000 per accident
Bodily Injury and Property Damage
Covering Owned, Hired and Non-Owned Autos
Professional Liability
Umbrella or Excess Insurance $5,000,000 annual aggregate
17.4 The Service Provider waives all rights, including rights of subrogation, against the DCSD
and its respective directors, officers, partners, Board Members, officials, agents, insurers, subcontractors,
consultants and employees for damages covered by any type of insurance during and after the completion
of the Work.
17.5 Certificates of Insurance must be executed with the following provisions:
(a) Certificates to contain policy number, policy limits, and policy expiration date of all
policies issued in accordance with this Service Agreement;
(b) Certificates to contain the project number, location of property, name of property and
operations information to which the insurance applies;
(c) Certificates are to be issued to:
DeKalb County School District
DeKalb County Board of Education
1701 Mountain Industrial Blvd.
Stone Mountain, GA 30083
Attention: Risk Management Department
(d) Certificates shall state that the policy or policies shall not expire, be cancelled or altered
without at least thirty (30) days prior written notice to the DCSD.
(e) Service Provider shall be responsible and have the financial wherewithal to cover any
deductibles or retentions included on the certificate of insurance.
ARTICLE 18
ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT OF 2011
18.1 The Illegal Immigration Reform and Enforcement Act of 2011 applies to and is a requirement
for all DCSD Contracts for physical performance of services (i.e. public works contracts).
18.2 Service Provider’s compliance is set forth in Exhibit “B”. The Service Provider warrants and
represents that evidence of the Service Provider and their subcontractor(s)’ compliance by completing the
following forms is included in Exhibit “B” and incorporated herein as reference:
(a) Immigration and Security Certification
(b) Contractor Affidavit
(c) Subcontractor Affidavit
(d) Sub-Subcontractor Affidavit
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ARTICLE 19
TERMINATION FOR CAUSE
19.1 Either Party hereto may terminate this Service Agreement upon giving seven (7) days prior
written notice to the other Party in the event that such other Party substantially fails to perform its material
obligations set forth herein. Any Party seeking to terminate this Service Agreement for cause shall, as a
condition precedent to the termination of this Service Agreement, provide the other Party written notice
specifically describing its failure to perform its material obligations and allow that Party thirty (30) days
after receipt of the notice in which to cure any performance deficiency.
ARTICLE 20
INDEMNIFICATION
20.1 The Service Provider agrees to hold harmless and indemnify the DCSD, its Board,
officers, employees and representatives (herein “Released Parties”) from and against any and all liability,
claims, actions, causes of action, losses, damages, demands, suits, judgments, costs and expenses arising
out of bodily injury (including death) to persons, damage to property, or financial loss, including, but not
limited to, any and all costs, expenses, legal fees and liabilities, incurred in and about investigation, defense
or prosecution thereof, to the extent caused in whole or in part by a negligent act, error or omission of the
Service Provider or any subcontractor(s), or as a result of defective Services under this Service Agreement.
Notwithstanding anything to the contrary in this Agreement, Service Provider shall not be liable for, or
have any duty of indemnification with respect to any acts or omissions of DCSD.
20.2 The Service Provider further agrees to release, indemnify, defend and hold harmless the
Released Parties from any and all claims, demands, rights, liabilities and causes of action inuring to the
Service Provider from events over which the Released Parties exercise no control. The Service Provider
further agrees to indemnify, defend and hold harmless the Released Parties from any and all claims,
demands, rights, liabilities and causes of action arising out of Service Provider’s negligent performance
under this Agreement.
ARTICLE 21
AGREEMENT ADMINISTRATION
21.1 DCSD and the Service Provider have each appointed certain individuals whose names
and phone numbers appear in Article 1 to be their respective representatives in the administration and
performance of this Service Agreement. The DCSD’s representative shall have no power or authority to
change this Service Agreement, or to execute or agree to any change orders. The DCSD may change its
representative or declare a designee by written notice to the Service Provider.
21.2 To be binding against the DCSD, and as a condition precedent thereto, any addition,
deletion or modification to the terms of this Service Agreement must be in writing and signed by the DCSD.
The Service Provider acknowledges that the DCSD does not, and will not be deemed to, waive this
condition precedent under any circumstances.
21.3 Failure of the DCSD or the Service Provider to insist in any one or more instances on
performance of any of the terms and conditions of this Service Agreement, or to exercise any right or
privilege contained in this Service Agreement or the waiver of any breach of the terms and conditions of
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this Service Agreement, shall not be considered as creating or constituting a waiver of any such terms,
conditions, rights or privileges, and the same shall continue and remain in force and effect.
21.4 The Service Provider and the DCSD will adhere to all applicable health and safety laws,
rules and regulations including Occupational Safety and Health Administration’s (“OSHA”) Rules and
Regulations effective at the time the work was performed.
21.5 This Service Agreement shall be governed by the laws of the State of Georgia.
ARTICLE 22
PUBLIC RECORDS
22.1 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.
ARTICLE 23
FORCE MAJEURE
23.1 The Service Provider will not be responsible or liable in any way for delay or failure to
perform its obligations under this Service Agreement during any period which performance is prevented or
hindered by conditions reasonably beyond its control, acts of God, fire, flood, and other unusually adverse
weather conditions, war, embargo, explosions, riots, laws, rules, regulations and order of any governmental
authority.
ARTICLE 24
CAPTIONS
24.1 The headings in this Service Agreement are for the convenience of the Parties hereto and
shall in no way affect the construction or interpretation of this Service Agreement or any part hereof.
ARTICLE 25
ENTIRE SERVICE AGREEMENT
25.1 This Service Agreement constitutes the entire and exclusive Service Agreement between
the Parties with reference to the Services and supersedes any and all prior communications, discussions,
negotiations, understandings, or Service Agreements. This Service Agreement may be amended only by a
writing signed by both the DCSD and the Service Provider. The signature of Service Provider below,
represents to DCSD that he/she is duly authorized to execute and deliver this Service Agreement on behalf
of Service Provider.
ARTICLE 26
MISCELLANEOUS
26.1 Unless otherwise expressly provided to the contrary in this Service Agreement, the term
“day” shall mean calendar day.
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26.2 Any claim, dispute or other matter in question arising out of or related to this Service
Agreement shall be subject to mediation as a condition precedent to the institution of legal or equitable
proceedings by either party. The DCSD and Service Provider shall endeavor to resolve claims, disputes and
other matters in question between them by mediation which, unless the parties mutually agree otherwise,
shall be in accordance with the Mediation Rules of the American Arbitration Association currently in effect.
Request for mediation shall be filed in writing with the other Party to this Service Agreement and with the
American Arbitration Association. The request may be made concurrently with the filing of a civil action
but, in such event, mediation shall proceed in advance of legal or equitable proceedings, which may be
stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period
by Service Agreement of the parties or a court order. The Parties shall share the mediator’s fee and any
filing fees equally. The mediation shall be held in the place where the Services is located, unless another
location is mutually agreed upon. Subject to the express approval of the DeKalb County Board of
Education, agreements reached in mediation shall be enforceable as settlement agreements in any court
having jurisdiction thereof.
26.3 The exclusive venue for any civil action arising out of or related to this Service
Agreement shall be in the federal, superior, or state courts of DeKalb County, Georgia. If any civil action
is instituted to interpret, enforce or rescind this Service Agreement, the prevailing party in such lawsuit
shall be entitled to recover, in addition to any other relief awarded, its reasonable attorney fees and other
fees, costs, and expenses of every kind, incurred in connection with the lawsuit.
26.4 If any provision of this Service Agreement or the application thereof to any person or
circumstance shall to any extent be held invalid, then the remainder of this Service Agreement or the
application of such provision to persons or circumstances, other than those as to which it is held invalid,
shall not be affected thereby, and each provision of this Service Agreement shall be valid and enforced to
the fullest extent permitted by law.
26.5 This Service Agreement may be executed in several counterparts, each of which shall be
deemed an original, and all such counterparts together shall constitute one and the same Service Agreement.
A scanned or photocopy of an original signature shall be deemed an original for purposes of this Service
Agreement.
26.6 Service Provider, and all personnel of Service Provider, agree to a background check. The
Service Provider, and all personnel of Contractor, shall undergo the same criminal background check,
within the last 365 days, as required by DCSD employees. Such background checks will be performed by
DCSD at the expense of the Service Provider. Additionally, any charges against the Service Provider, or
personnel, may be deemed unacceptable in DCSD’s sole discretion regardless of whether dismissed,
expunged, sealed, removed from the record, treated as a “first offender” or dead docketed. Upon receipt
and evaluation of DCSD’s background check results, DCSD may demand that the personnel named in the
check result, not provide services to DCSD premises. Any failure of the Service Provider, or personnel, to
obtain a criminal records background check through DCSD, as stated herein, may result in termination of
any resulting contract between Service Provider and DCSD. Confirmation of background checks must be
submitted in writing prior to commencement of any services to DCSD to: Ms. Carla Smith, Executive
Director Vendor Services, DeKalb County School District, 1701 Mountain Industrial Boulevard, Stone
Mountain, Georgia, 30083.
26.7 Service Provider shall obtain prior written approval from DCSD’s Department of
Communications before the distribution of any news, press release or any marketing materials, by Service
Provider, which mentions DCSD, DeKalb County Board of Education, or any of the schools or centers
within DCSD, or uses DCSD’s logo or trademark. All requests for prior written approval shall be sent to:
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Communications Department, DeKalb County School District, 1701 Mountain Industrial Blvd., Stone
Mountain, Georgia, 30083.
IN WITNESS WHEREOF, the DCSD and the Service Provider, agreeing to the above terms and
conditions and intending to be legally bound and each acting through persons duly authorized, have
placed their signatures on duplicate original copies of this Service Agreement.
DCSD: SERVICE PROVIDER:
DEKALB COUNTY SCHOOL DISTRICT Smith Mechanical Heating and Air, LLC
By: By:
[Signature] [Signature]
Dr. Devon Q. Horton, Superintendent Billy Jack Smith II
1701 Mountain Industrial Blvd 27 Little Lake Rd.
Stone Mountain, Georgia 30083 Phenix City, AL 36867
__________________________________ __________________________________
[Date of Execution] [Date of Execution]
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EXHIBIT “A”
DeKalb County School District RFP No. 24-564
For
HVAC Repair and Installation Services
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EXHIBIT “B”
Service Provider’s Proposal including pricing
and any applicable Scope of Services
and any applicable Payment and Payment Terms Schedule
attached except that objections or amendments by the
Service Provider that have not been explicitly accepted by DCSD in
Writing In this Service Agreement and Contract shall not be included in
the Contract Documents Or this Service Agreement and shall be given
no weight or consideration
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EXHIBIT “C”
DeKalb County Board of Education Directive
Originally dated January 8, 2024
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EXHIBIT “D”
Notice of Award Letter and Acceptance Dated January 11, 2024
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END OF EXHIBITS
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