POST OFFICE DRAWER 1435
GAINESVILLE, GA 30503
t: 770.535.8270 | f: 770.531.6711
FINANCIAL SERVICES DIRECTOR
Taylor Samples, CPA
ASSISTANT FINANCE DIRECTOR
Elizabeth White
PURCHASING MANAGER
Andy Youngblood
Hall County Government
FINANCIAL SERVICES
PURCHASING DIVISION
Exhibit B – Contract for Services
STATE OF GEORGIA
COUNTY OF HALL
CONTRACT #018-47
For the provision of
Plumbing Repair Services Annual Contract -
Rebid
ARTICLE #101 – INTRODUCTION
This Contract for plumbing repair supplies (hereinafter “Services”) is
made and as entered into as of___________________ (effective date) is
by and between Hall County, Georgia, (hereinafter “County”) located at
2875 Browns Bridge Rd, Gainesville, Georgia 30504,and
________________________________________ which is principally
located at _________________________________________________.
(hereinafter “Contractor”).
WHEREAS Contractor is an entity that is legally registered and qualified
and holding any such licenses and certifications as may be required to
render Services to do business in the State of Georgia. County and
Contractor are known individually as a “Party” and collectively as the
“Parties”; and,
WHEREAS nothing contained in this Contract shall be construed to
convert the Contractor or any of its employees or agents into a partner,
employee, or agent of the County. Nor shall either Party to this Contract
have any authority to bind the other in any respect; and,
WHEREAS Contractor represents that it complies with the State of
Georgia requirements for corporations and has signified a willingness to
provide Services to the County and the County has relied on such
representation; and,
WHEREAS the Parties mutually desire to enter into this Contract to
document the provision of Services by the Contractor to the County in
exchange for payment as compensation; and,
WHEREAS this contract will become legally binding upon signature and
execution by both Parties; and,
WHEREAS any documents, exhibits, attachments, plans, or references
are all incorporated herein by reference.
NOW THEREFORE, and in consideration of the mutual promises, terms,
conditions, covenants, and agreements made as expressed and
contained herein, or attached, incorporated, and made a part hereof, and
other good and valuable consideration expressed by a valid offer and
acceptance, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties
hereto agree as follows:
ARTICLE #102 – CONTRACT
A. Contractor agrees to provide the Services to the County as detailed in the Scope of Work.
Unapproved work outside the Scope of Work may not be compensated.
B. County agrees to pay as compensation any fees as listed on the Exhibit C – Cost Proposal
Worksheet, which shall be fixed and firm for the duration of the contract unless modified by
mutual consent via Amendment or Renewal.
ARTICLE #103 – NOTICES
To the extent that either Party to this Contract is required to provide notice(s) to the other Party in
compliance herewith, then the Party shall direct notice(s) to the following persons:
COUNTY PROJECT MANAGER
Kevin Ivey
Department Head
Central Services Department
1694 Barber Rd.
Gainesville, GA 30507
kivey@hallcounty.org
Ph: (770) 531-6823
COUNTY ISSUING OFFICER
Julie Dorough
Issuing Officer
Hall County Purchasing Division
2875 Browns Bridge Rd
Gainesville, GA 30504
jdorough@hallcounty.org
Ph: (770) 535-8270
CONTRACTOR’S CONTACT INFORMATION
Contact Name(s): __________________________________________________________
_________________________________________________________________________
Email Address(es): _________________________________________________________
Phone Number(s): __________________________________________________________
Physical Address: __________________________________________________________
City/State/ZIP: _____________________________________________________________
REMIT TO ADDRESS (if different): ____________________________________________
_________________________________________________________________________
ARTICLE #104 – NON-EXCLUSIVE RIGHTS
This Contract is not exclusive. The County reserves the right to select other Contractors to provide
the Services similar to those described in this Contract during the term of the Contract should the
need arise, or the Contractor fail to perform.
ARTICLE #105 – CONTRACT TERM
For multi-year contracts, the term will be for five (5) years, with one (1) initial year followed by four
(4) one-year renewal options. Renewals are not automatic nor guaranteed.
ARTICLE #106 – CONTRACT AMENDMENTS AND MODIFICATION
This Contract may only be modified, amended, or changed in writing and fully executed by both
Parties hereto. This Contract constitutes the sole and entire Contract and understanding between
the Parties as to the subject matter hereof, and no verbal promises have been made by either
Party in relation hereto.
ARTICLE #107 – REMEDIES AND CONTRACT PERFORMANCE
In the event that either Party to this Contract breaches this Contract, including failure to meet the
timetables set forth herein, the non-breaching Party shall provide a written Notice to Cure to the
breaching Party which describes the breach of this Contract. The breaching Party shall have thirty
(30) days from the date of receipt of the written Notice to cure the breach or to otherwise negotiate
a resolution of the breach.
If the breach has not been cured and the Parties hereto have not resolved the issue described in
the Notice to Cure by thirty (30) days after receipt of the letter, the Party authoring the letter shall
be entitled to seek any and all remedies allowed by Georgia law, including damages, equitable
relief, declaratory relief, specific performance, and/or relief as to any bonds issued hereon.
Additional provisions are:
A. Delay or Impossibility of Performance. Any failure or delay must be beyond the reasonable
control of and without the fault or negligence of the Contractor. If the Services to be provided
to the County are interrupted by a force majeure event, as defined below, the County will be
entitled to an equitable adjustment to the fees and other payments due to the Contractor under
this Contract. If delay results from a third-party’s negligent conduct or failure to perform, the
Contractor shall not be excused from compliance with the terms and obligations of the
Contract.
Neither Party shall be held liable or responsible to the other Party nor be deemed to have
defaulted under or breached this Contract for failure or delay in fulfilling or performing any
obligation under this Contract when such failure or delay is caused by or results from causes
beyond the reasonable control of the affected Party including, but not limited to, fire, floods,
embargoes, acts of war, civil unrest, insurrections, riots, strikes, lockouts or other labor
disturbances, or acts of God; provided, however, that the Party so affected shall use
reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall
continue performance hereunder with reasonable dispatch whenever such causes are
removed. Either Party shall provide the other Party with prompt written notice of any delay or
failure to perform that occurs by reason of force majeure.
Definition: The term “force majeure” as defined in Black’s Law Dictionary is “an event or effect
that can be neither anticipated nor controlled. It is a contractual provision allocating the risk of
loss if performance becomes impossible or impracticable, especially as a result of an event
that the Parties could not have anticipated or controlled.”
B. Obligations Beyond Contract Term. The Contract shall remain in full force and effect to the
end of the specified term or until terminated or canceled pursuant to ARTICLE #108 –
TERMINATION PROVISIONS.
C. Transition Cooperation with the County and Cooperation with Other Contractors.
Contractor agrees that upon termination of this Contract for any reason, it shall provide
sufficient efforts and reasonable cooperation and assistance to the County to ensure an
orderly and efficient transition to the County or an alternative Contractor. Further, if the County
has entered into or enters into contracts with other Contractors related to the Services,
Contractor agrees to cooperate fully with other such Contractors. Contractor shall not engage
in any act that will interfere with the performance of work by any other Contractor(s).
ARTICLE #108 – TERMINATION PROVISIONS
The County may terminate this Contract by providing sixty (60) days written notice to the
Contractor at any time. Should the County terminate this Contract prior to the date of automatic
termination, Contractor shall provide the County with all deliverables up to the date of termination
thirty (30) days after the Notice to Terminate is issued. The County shall pay the Contractor for
all work properly performed in compliance with the terms of this Contract up to the date of
termination.
A. Termination for Convenience. Following sixty (60) days’ written notice, the County may
terminate the Contract in whole or in part for any reason without the payment of any penalty
or incurring any further obligation to the Contractor.
B. Termination for Cause. The occurrence of any of the following events shall constitute cause
for the County to declare the Contractor in default of its obligations under the Contract:
1. The Contractor fails to deliver, or has delivered, nonconforming Services or fails to
perform, to the County’s satisfaction, any material requirement of the Contract or is in
violation of a material provision of the Contract including, but without limitation, the
expressed warranties made by the Contractor.
2. The County determines that Contractor’s unsatisfactory performance substantially
endangers completion or that default is likely to occur.
3. The Contractor fails to make substantial and timely progress toward performance of the
Contract.
4. 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 County
reasonably believes that the Contractor has become insolvent or unable to pay its
obligations as they accrue consistent with applicable federal or state law.
5. The Contractor has failed to comply with applicable federal, state, and local laws, rules,
County ordinances, regulations, and orders when performing within the scope of the
Contract.
6. The Contractor has engaged in conduct that has or may expose the County or the State
to liability, as determined in the County’s sole discretion; or a material breach of the terms
of the Contract by County upon County’s failure to cure such material breach after written
notice thereof has been delivered in accordance with ARTICLE #108.C below constitutes
cause for the Contractor to declare that the County is in default of its obligations under the
Contract.
C. Notice of Default. If either Party causes any of the default events set out in ARTICLE #108
– TERMINATION PROVISIONS, then either Party shall issue a written Notice of Default to
the Party that causes one (1) or more of the default events requesting that the breach or
noncompliance be remedied within the period of time specified in the Notice of Default. If the
breach or noncompliance is not remedied within the period of time specified in the written
notice, the non-breaching Party may:
1. Immediately terminate the Contract for default without additional written notice; and/or,
2. In the event of a breach by the Contractor, the County may procure substitute Services
from another source and charge the difference between the Contract and the
substitute Contract to the defaulting Contractor; and/or,
3. Enforce the terms and conditions of the Contract and seek any legal or equitable
remedies.
D. Termination Due to Non-Availability of Funds. This Contract will terminate immediately
and absolutely if the County determines that adequate funds are de-appropriated such that
the County cannot fulfill its obligations under the Contract, such determination being at the
County's sole discretion and conclusive. County agrees to provide prompt written notice to
Contractor in the event of any de-appropriation.
E. Termination due to Failure of Contractor to Act. The County may terminate the Contract
for any of the following reasons effective immediately without advance notice:
1. If the Contractor must be certified or licensed as a condition precedent to providing the
Services, the revocation, suspension, or other loss of such license or certification may
result in immediate termination of the Contract effective as of the date on which the license
or certification is no longer in effect.
2. The County determines that the actions, or failure to act, of the Contractor, its agents,
employees, have caused, or reasonably could cause, life, health, or safety to be
jeopardized.
3. The Contractor furnished any statement, representation, or certification in connection with
the Contract or the bidding process, which is materially false, deceptive, criminal, or
maliciously incorrect.
4. Failure of the Contractor to obtain, provide, maintain, and deliver the performance and
payment bonds when required under this Contract, or failure to comply with any
requirement pertaining to the appropriate amounts thereof as set forth in ARTICLE #123
– PERFORMANCE AND PAYMENT BONDS.
F. Payment Limitation in Event of Termination. In the event of termination of the Contract for
any reason by County, the County shall pay only those amounts, if any, due and owing to the
Contractor for Services actually received and accepted by the County up to and including the
date of termination of the Contract and for which the County is obligated to pay pursuant to
the Contract.
G. Contractor’s Termination Duties. Upon receipt of a Notice of Termination, the Contractor
shall:
1. Cease work under the 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 Contract including,
without limitation, results accomplished, conclusions resulting therefrom, and any other
matters the County may require.
2. Immediately cease use and return to the County any personal property or materials,
whether tangible or intangible, provided by the County to the Contractor.
3. Comply with the County’s instructions for the timely transfer of any active files and work
product produced by the Contractor under the Contract.
4. Cooperate in good faith with the County, its employees, agents, and Contractors during
the transition period between the Notification of Termination and the substitution of any
replacement Contractor.
5. Contractor is to immediately return any payments made by the County for goods and
services that were not delivered by the Contractor.
H. Liquidated Damages – N/A for this contract.
ARTICLE #109 – NO DEFENSE OR INDEMNIFICATION BY COUNTY
The Parties agree that the County shall not be responsible for defending or indemnifying any
Contractor from any claim brought by any third party against the Contractor.
ARTICLE #110 – ASSIGNMENT AND DELEGATION BY CONTRACTOR
The Contractor shall not assign or delegate this Contract, or any performance required by it, in
whole or in part, without the prior expressed written consent of the County.
ARTICLE #111 – USE OF THIRD PARTIES
This Contract is for the benefit of the Parties hereto only and is not intended to benefit any third
party or give rise to any duty or causes of action for any third party. All restrictions, obligations,
and responsibilities of the Contractor under the Contract shall also apply to third parties, if allowed
This is the opportunity summary page. It provides an overview of this opportunity and a preview of the attached documentation.
