1-Form of Professional Services Agreement DRAFT .pdf

FORM OF PROFESSIONAL SERVICES AGREEMENT – DRAFT

This agreement will be modified as appropriate, in the County’s discretion, to include any additional specific terms related to the services being provided.

Any questions regarding the form of this agreement must be submitted in writing by the deadline for questions specified in this solicitation.

PROFESSIONAL SERVICES AGREEMENT

RFP No: 26-49-2520

THIS PROFESSIONAL SERVICES AGREEMENT is made and entered into as of the __________ day of __________, 202___ (the “Effective Date”) by and between FORSYTH COUNTY, GEORGIA a political subdivision of the State of Georgia, acting by and through its governing authority, the Forsyth County Board of Commissioners (hereinafter referred to as “County”), and [INSERT COMPANY FULL NAME IN BOLD-ALL CAPS], a ________________________, (hereinafter referred to as “Contractor”), collectively, the “Parties”.

WITNESSETH THAT:

WHEREAS, the County desires to retain Contractor to provide certain services generally described as Forsyth County Multi-Jurisdictional Hazard Mitigation Plan Update

; and

WHEREAS, the Contractor has represented that it is qualified by training and experience to perform the Work (as hereinafter defined); and

WHEREAS, the Contractor desires to perform the Work under the terms and conditions set forth in this Agreement; and

WHEREAS, the public interest will be served by this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein, together with other good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties hereby do mutually agree as follows:

I. SCOPE OF SERVICES AND TERMINATION DATE

A. Exhibits Incorporated into this Agreement. The following Exhibits are attached hereto and incorporated herein by this reference:

Exhibit “A” – Scope of Services Exhibit “B” – Compensation of Services

Exhibit “C” – Insurance Requirements Exhibit “D” – Contractor Affidavit Exhibit “E” – Subcontractor Affidavit Exhibit “F” – Key Personnel Exhibit “G” – Federal Contract Provisions (2 CFR Appendix II)

B. The Work. The Work is described in the Scope of Services set forth in Exhibit

“A”, attached hereto and incorporated herein by reference.

C. Term of Agreement.

(1) Contractor shall perform its services in a prompt and timely manner which will not impose delays on the progress of the Work. This Agreement shall begin upon execution and issuance of a Notice to Proceed and shall remain in effect until completion of the project and acceptance of all deliverables by the County. The project shall be considered complete upon final approval of the Hazard Mitigation Plan by the Federal Emergency Management Agency (FEMA).

(2) As required by O.C.G.A. § 36-60-13, if this Agreement is for a Term that extends beyond the current fiscal year of execution (FY2026), this Agreement shall terminate absolutely and without further obligation on the part of the County on December 31 of each calendar year of the Term;

provided, however, that this Agreement shall automatically renew on January 1 of each subsequent calendar year during the Term unless the County provides written notice of non-renewal to Contractor at least five

(5) days prior to the end of the then current calendar year. Further, this Agreement shall terminate immediately and absolutely at any such time as there are no appropriated and otherwise unobligated funds available to satisfy the County’s obligations under this Agreement. Title to any supplies, materials, equipment, or other personal property shall remain in Contractor until fully paid for by the County.

II. WORK CHANGES

The County reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written change orders executed by the County authorizing and directing a change in services. Such change orders shall specify the changes ordered and any necessary adjustment of compensation and completion time and shall be delivered to Contractor.

Contractor must submit any claim regarding such adjustment in price or completion time in writing within thirty (30) days of receiving notice of the change order. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time, to avoid delay or other unfavorable impacts as determined by the County in its sole discretion, the County shall have the right to determine reasonable terms, and the Contractor shall proceed with the changed Work. No claim for additional compensation or extension of time shall be recognized unless contained in a written change order duly executed on behalf of the County.

III. COMPENSATION AND METHOD OF PAYMENT

A. The County shall pay the Contractor a lump sum amount as defined in Exhibit “B” for completion of all services described in this Agreement. Payment shall be made based on completion of agreed-upon milestones and acceptance of deliverables by the County.

B. The total amount paid under this Agreement as compensation for Work performed and reimbursement for costs incurred shall not in any case exceed the amount specified in Exhibit “B” attached hereto, except as outlined in Section II above, and the Contractor represents that such amount is sufficient to perform all of the Work described in and contemplated by this Agreement. The compensation for Work performed (and reimbursement for costs incurred, if specifically authorized) shall be as specified in this Agreement.

C. The compensation as provided for in this Agreement shall be received by

Contractor as payment in full for Work done. All labor, materials, and equipment will be paid as set forth in Exhibit “B” attached hereto. There shall be no percentage mark-up other than as stated in such Exhibit “B”, and only then for goods or services applicable to the Work.

D. County agrees to pay the Contractor for the Work performed and costs incurred by Contractor upon certification by the County that the Work was actually performed and costs actually incurred in accordance with this Agreement. Compensation for Work performed (and reimbursement for costs incurred, where such reimbursement is specifically authorized in Exhibits “A” and “B” attached hereto) shall be paid to the Contractor upon receipt and approval by the County of invoices setting forth in detail the services performed and costs incurred, together with all supporting documents requested by the County to process the invoice. Invoices shall be submitted on a monthly basis and must include the Contract number and an itemized statement of the Work completed, including a breakdown of the Work completed during the invoice period for each task or component of the Work as a percentage of the total Work authorized for such task or component. No payment will be made for Work performed until the Contractor furnishes the County with an invoice meeting these requirements. The County is exempt from Federal Excise Tax and Georgia Sales and Use Tax.

Any material deviations from the Work described in this Agreement shall be clearly communicated to the County before charges are incurred and shall be handled through change orders as described in Section II above. The County shall pay the Contractor within thirty (30) days after approval of the invoice by County staff.

All costs charged under this Agreement shall be allowable, allocable, and reasonable in accordance with 2 CFR Part 200. The County reserves the right to request supporting documentation and to perform cost or price analysis to verify compliance. Contractor shall not be compensated on a cost-plus-percentage-of-cost basis or any other method prohibited under federal regulations.

IV. COVENANTS OF CONTRACTOR

A. Expertise of Contractor; Licenses, Certification and Permits; Performance.

Contractor recognizes that the County’s intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, skill, and judgment to timely and competently complete the Work undertaken by Contractor under this Agreement. The Contractor shall employ only persons duly qualified in the appropriate area of expertise (as applicable) to perform the Work described in this Agreement.

The Contractor covenants and declares that it is properly equipped, organized, and financed to perform the Work and that it has obtained all diplomas, certificates, licenses, permits, or the like (if any) required of the Contractor by any and all national, state, regional, county, or local boards, agencies, commissions, committees, or other regulatory bodies in order to perform the Work contracted for under this Agreement. All Work performed by Contractor under this Agreement shall be in accordance with all applicable federal, state, and local laws, regulations, rules, policies, guidelines, processes, and requirements, and in accordance with the standard of care, skill, ability, and quality ordinarily exercised by competent engineers practicing under similar conditions and circumstances. Any additional work or costs incurred as a result of error or omission by Contractor in not complying with this Section or any other part of this Agreement will be provided by Contractor at no additional cost to the County. This provision shall survive termination of this Agreement.

B. Federal Grant Compliance.

This project is funded in whole or in part by federal grant funds. Contractor shall comply with all applicable federal laws, regulations, and requirements, including but not limited to 2 CFR Part 200 and all provisions required under Appendix II thereto, which are incorporated into this Agreement as Exhibit “G”.

In the event of any conflict between federal requirements and any other provision of this Agreement, federal requirements shall control.

The Contractor agrees to comply with all applicable federal laws, regulations, and requirements, including but not limited to:

• 2 CFR Part 200 – Uniform Administrative Requirements

• 2 CFR Part 180 and 2 CFR Part 3000 – Debarment and Suspension

• Byrd Anti-Lobbying Amendment (31 U.S.C. §1352)

• Equal Employment Opportunity (41 CFR Part 60)

The Contractor certifies that it is not debarred or suspended and shall maintain active registration in the System for Award Management (SAM) throughout the term of this

The Contractors shall ensure that all applicable federal requirements are included in all subcontracts and shall be responsible for compliance by all subcontractors.

The Contractor shall ensure that all services and deliverables comply with the

Disaster Mitigation Act of 2000 and 44 CFR §201.6 – Local Mitigation Plans and shall support the County in obtaining final approval from the Federal Emergency Management Agency

(FEMA).

C. FEMA Approval Requirement

The Contractor shall complete all revisions required by the State or the Federal

Emergency Management Agency (FEMA) to obtain final approval of the Hazard Mitigation Plan at no additional cost to the County.

D. County’s Reliance on the Work.

The Contractor acknowledges and agrees that the County does not undertake to approve or pass upon matters of expertise of the Contractor and that, therefore, the County bears no responsibility for Contractor’s Work performed under this Agreement. The Contractor acknowledges and agrees that the acceptance of designs, plans, specifications, or other work product by the County (if any) is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. The County will not, and need not, inquire into adequacy, fitness, suitability, or correctness of Contractor’s performance. Contractor further agrees that no approval of designs, plans, specifications, or other work product (if any) by any person, body, or agency shall relieve Contractor of the responsibility for adequacy, fitness, suitability, and correctness of Contractor’s Work under professional and/or industry standards, or for performing services under this Agreement in accordance with sound and accepted professional and/or industry principles.

E. Assignment of Agreement.

The Contractor covenants and agrees not to assign or transfer any interest in, or delegate any duties of this Agreement, without the prior express written consent of the County. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them, and the County shall have no obligation to them.

F. Responsibility of Contractor and Indemnification of County.

Contractor covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement. Contractor shall bear all losses and damages directly or indirectly resulting to it and/or County on account of the performance or character of the Work rendered pursuant to this Agreement.

Contractor shall indemnify, defend, and hold harmless County and County’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, and volunteers (each party individually, an “Indemnified Party”) for, from, and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses, and liability of any kind whatsoever, including, but not limited to, attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the result of an alleged willful, negligent, or tortious act or omission arising out of the Work, performance of contracted services, or operations by Contractor, any subcontractor, anyone directly or indirectly employed by Contractor or subcontractor, or anyone for whose acts or omissions

Contractor or subcontractor may be liable, regardless of whether or not the act or omission is caused in part by an Indemnified Party (collectively, “Indemnity Obligation”); provided that such Indemnity Obligation shall apply to Liabilities to the fullest extent permitted under O.C.G.A. § 13-8-2(c) and to the extent caused by or resulting from the negligence, recklessness, or intentionally wrongful conduct of the Contractor or other persons employed or utilized by the Contractor in the performance of this Agreement. The Indemnity Obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision.

In any and all claims against an Indemnified Party by any employee of Contractor, its subcontractor, anyone directly or indirectly employed by Contractor or subcontractor, or anyone for whose acts Contractor or subcontractor may be liable, the Indemnity Obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The Indemnity Obligation shall survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions or omissions that occurred during the performance of this Agreement.

G. Independent Contractor.

Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of the County. Nothing in this Agreement shall be construed to make the Contractor or any of its employees, servants, or subcontractors an employee, servant, or agent of the County for any purpose. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies and materials necessary to complete the Work; the hiring of consultants, agents or employees to complete the Work; and the payment of employees, including benefits and compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. There shall be no contractual relationship between any subcontractor or supplier and the County by virtue of this Agreement with Contractor. Any provisions of this Agreement that may appear to give the County the right to direct Contractor as to the details of the services to be performed by Contractor or to exercise a measure of control over such services will be deemed to mean that Contractor shall follow the directions of the County with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and the County may hire additional entities to perform the Work related to this Agreement.

H. Insurance.

The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees, or subcontractors, including, but not limited to, commercial general liability coverage, professional liability coverage, and workers’ compensation coverage. Contractor shall maintain insurance policies with coverage and limits no less than those specified in Exhibit “C”, attached hereto and incorporated herein by reference. All policies shall be subject to approval by the County. These requirements are subject to amendment or waiver if so approved in writing by the County Manager.

The County shall be named as an additional insured and loss payee on all policies required by this Agreement, except the County need not be named as an additional insured and loss payee on any professional liability policy or workers’ compensation policy. Any liability insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the County. The policies shall include a contractual liability coverage endorsement incorporating the insurable indemnification obligations of the Contractor under this Agreement. The insurer providing workers’ compensation coverage will agree to waive all rights of subrogation against the insured parties for losses arising from Work performed by the Contractor for the County. Further, each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be canceled or materially reduced except after thirty (30) days prior written notice has been given to the County. The County reserves the right to accept alternate notice terms and provisions, provided they meet the minimum requirements under Georgia law.

Contractor shall furnish the County with certificates of insurance and endorsements to the policies evidencing all coverage required by this Agreement. The certificates of insurance and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf unless alternate sufficient evidence of their validity and incorporation into the policy is provided. The certificates of insurance and required endorsements shall be furnished on a form utilized by Contractor's insurer in its normal course of business. The County reserves the right to require complete, certified copies of all required insurance policies at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced prior to the expiration of the coverage.

Insurance companies must be licensed to do business in Georgia by the Georgia

Secretary of State, authorized by the Georgia Insurance Department, and have an AM Best policyholder’s rating of no less than “A-” and with a financial rating of class VII or greater.

Underrated captives or insurers must be submitted to County Risk Management for review and consideration.”

I. Employment of Unauthorized Aliens Prohibited – E-Verify Affidavit.

Pursuant to O.C.G.A. § 13-10-91, the County shall not enter into a contract for the physical performance of services unless:

(1) the Contractor shall provide evidence on County-provided forms, attached hereto as Exhibits “D” and “E” (affidavits regarding compliance with the E- Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Contractor’s subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period, or

(2) the Contractor provides evidence that it is not required to provide an affidavit because it is an individual (not a company) licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing.

The Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit “D”, and submitted such affidavit to County or provided the County with evidence that it is an individual not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10- 91 and Rule 300-10-1-.02.

In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit “E”, which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is an individual licensed and in good standing as noted in subsection (2) above. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to the County within five (5) business days of receipt from any subcontractor.

Where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the County Manager or his/her designee shall be authorized to conduct an inspection of the Contractor’s and Contractor’s subcontractors’ verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor’s subcontractors shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the contract. Further, where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the County Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no County Contractor or Contractor’s subcontractors employ unauthorized aliens on County contracts. By entering into a contract with the County, the Contractor and Contractor’s subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning.

Where a Contractor or Contractor’s subcontractors are found to have employed an unauthorized alien, the County Manager or his/her designee may report same to the Department of Homeland Security. The Contractor’s failure to cooperate with the investigation may be sanctioned by termination of the contract, and the Contractor shall be liable for all damages and delays occasioned by the County thereby.

Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the Contractor will secure from the subcontractor(s) such subcontractor(s’) indication of the employee-number category that is applicable to the subcontractor.

The above requirements shall be in addition to the requirements of State and federal law and shall be construed to be in conformity with those laws.

J. Records, Reports and Audits

(1) Records:

(a) Books, records, documents, account ledgers, data bases, and similar materials relating to the Work performed for the County under this Agreement (“Records”) shall be established and maintained by the Contractor in accordance with requirements prescribed by the County and applicable law with respect to all matters covered by this Agreement. Except as otherwise authorized or required, such Records shall be maintained for at least three (3) years from the date that final payment is made to Contractor by County under this Agreement.

Furthermore, Records that are the subject of audit findings shall be retained for three (3) years or until such audit findings have been resolved, whichever is later.

(b) All costs claimed or anticipated to be incurred in the performance of this Agreement shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible.

(2) Reports and Information: Upon request, the Contractor shall furnish to the

County any and all Records related to matters covered by this Agreement in the form requested by the County. All Records stored on a computer database must be in a format compatible with the County’s computer systems and software.

(3) Audits and Inspections: At any time during normal business hours and as often as the County may deem necessary, Contractor shall make available to the County or County’s representative(s) for examination all Records with respect to all matters covered by this Agreement. The Contractor will permit the County or County’s representative(s) to audit, examine, and make excerpts or transcripts from such Records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and/or data relating to all matters covered by this Agreement. Contractor shall also provide access to all Records to the Federal Emergency Management Agency (FEMA), the U.S.

Department of Homeland Security, the Comptroller General of the United States, and any of their authorized representatives for the purpose of audit, examination, and compliance review.

K. Conflicts of Interest. Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the Forsyth County Code of Ethics. Contractor shall comply with all applicable federal conflict of interest requirements and shall disclose any actual or potential organizational conflicts of interest related to this Agreement.

L. Information Received from County; Confidentiality. Contractor shall be required to provide immediate written notice to the County if Contractor knows or reasonably should know that any information provided by the County is erroneous, inconsistent, or otherwise problematic. Contractor acknowledges that it may learn or receive confidential information of the County and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, consultants, and/or staff to likewise protect such confidential information. Contractor personnel shall be instructed that they shall not remove any County documents or materials and that they shall not disclose any confidential information to any persons other than County personnel unless County provides written authorization. The Contractor agrees that confidential information it learns or receives or such reports, information, opinions or conclusions that Contractor creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the County. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of County information whether specifically deemed confidential or not.

Contractor acknowledges that the County’s disclosure of documentation is governed by Georgia’s Open Records Act, and Contractor further acknowledges that if Contractor submits records containing trade secret information, and if Contractor wishes to keep such records confidential, Contractor must submit and attach to such records an affidavit affirmatively declaring that specific information in the records constitutes trade secrets pursuant to Article 27 of Chapter 1 of Title 10, and the Parties shall follow the requirements of O.C.G.A. § 50-18-72(a)(34) related thereto.

M. Procore Data Ownership. All project data, records, correspondence, photographs, inspection reports, submittals, schedules, testing documentation, daily logs, and any other information created, uploaded, stored, or maintained in Procore in connection with this Agreement shall be and remain the sole property of Forsyth County. Contractor shall not delete, alter, restrict access to, or otherwise modify any Procore data without prior written authorization from the County. Upon completion or termination of this Agreement, Contractor shall ensure that all Procore documentation is complete, up-to-date, and available for County use and retention.

N. Key Personnel. All the individuals identified in Exhibit “F”, attached hereto and incorporated herein by reference, are necessary for the successful completion of the Work due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team, as listed in Exhibit “F”, without written approval of the County. Contractor recognizes that the composition of this team was instrumental in the County’s decision to enter into this Agreement with Contractor and that compelling reasons for substituting these individuals must be demonstrated for the County’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Agreement and shall be grounds for termination. Contractor shall not subcontract with any third party for the performance of any portion of the Work without the prior written consent of the County.

Contractor shall be solely responsible for any such subcontractors in terms of performance and compensation.

O. Authority to Contract. The Contractor and individual signing on behalf of Contractor below covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners, or similar authorities to simultaneously execute and bind Contractor to the terms of this Agreement.

P. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, work product, and other materials prepared or in the process of being prepared for the Work to be performed by the Contractor (“Materials”) shall be the property of the County, and the County shall be entitled to full access and copies of all such Materials. The County shall have the unrestricted authorization to publicize, disclose, distribute, and otherwise use, in whole or in part, any Materials prepared under this Agreement without according credit of authorship. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the Work shall be delivered immediately to the County; provided that Contractor may retain a copy of any deliverables for its records. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged, or destroyed before final delivery to the County, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all Materials is hereby assigned to the County, and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment.

Q. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Contractor agrees that, during performance of this Agreement, Contractor, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age, or disability. In addition, Contractor agrees to comply with all applicable implementing regulations and shall include the provisions of this paragraph in every subcontract for services contemplated under this

R. Contracts with Local Governments. As provided in O.C.G.A. § 36-80-28, Contractor covenants and agrees that:

(1) Contractor shall avoid any appearance of impropriety and shall follow all policies and procedures of County;

(2) Contractor shall immediately disclose to County any material transaction or relationship, including, but not limited to, that of the Contractor, the Contractor’s employees, or the Contractor’s agents or subsidiaries, that reasonably could be expected to give rise to a conflict of interest, including, but not limited to, past, present, or known prospective engagements, involvement in litigation or other dispute, client relationships, or other business or financial interest, and shall immediately disclose any material transaction or relationship subsequently discovered during the pendency of this Agreement; and

(3) Contractor acknowledges that any violation or threatened violation of this Agreement may cause irreparable injury to County which entitles County to seek injunctive relief in addition to all other legal remedies.

V. PERFORMANCE STANDARDS; TERMINATION

A. This Section is intended to comply with applicable federal requirements for administrative remedies and termination under federally funded contracts. The County may evaluate Contractor’s performance on a monthly basis. If requirements are not being met, the County will notify the Contractor, in writing, identifying deficiencies (including but not limited to improper substitutions, inadequate delivery schedule, or poor workmanship).

Contractor must promptly provide a written response to the County detailing how the identified deficiencies will be remedied, and such deficiencies must be remedied within thirty (30) days of County’s notice of deficiencies, unless such cure period is extended in writing by the County. If the deficiencies are not remedied within the thirty (30) day cure period, the County may immediately terminate this Agreement with no further obligation or liability to the Contractor.

B. If the County determines, under any circumstance, that Contractor has acted in a grossly negligent manner in the performance of its obligations hereunder, said determination being at the sole discretion of the County, then, and in that event, the County may immediately terminate this Agreement with no further obligation or liability to the Contractor.

C. The County shall have the right to terminate this Agreement for convenience by providing written notice thereof at least five (5) calendar days in advance of the termination date. The Contractor shall have no right to terminate this Agreement prior to completion of the Work, except in the event of the County’s failure to pay the Contractor within thirty (30) days of Contractor providing the County with a proper notice of a delinquent payment and an opportunity to cure.

D. Upon termination, the County shall provide for payment to the Contractor for services rendered and expenses incurred prior to the termination date.

E. Upon termination, the Contractor shall: (1) promptly discontinue all services, cancel as many outstanding obligations as possible, and not incur any new obligations, unless the notice directs otherwise; and (2) promptly deliver to the County all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Agreement, whether completed or in process, in the form specified by the County.

F. The rights and remedies of the County and the Contractor provided in this Article are in addition to any other rights and remedies provided under this Agreement or at law or in equity.

VI. MISCELLANEOUS

A. Entire Agreement. This Agreement, including all exhibits hereto, constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement, or promise relating to the subject matter of this Agreement not contained in this Agreement shall be valid or binding. In the event of a conflict in the terms of this Agreement and/or the exhibits attached hereto, the terms most beneficial to the County shall govern. This Agreement may be modified or amended only by an amendment, a written change order (as provided in Section II above), or other document signed by representatives of both Parties with appropriate authorization.

B. Successors and Assigns. Subject to the provision of this Agreement regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors, and assigns of the respective Parties, provided that no Party may assign this Agreement without prior written approval of the other Party.

C. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes, and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Forsyth County, Georgia, and Contractor submits to the jurisdiction and venue of such court.

D. Captions and Severability. The caption or headnote on articles or sections of this Agreement are intended for convenience and reference purposes only and in no way define, limit, or describe the scope or intent thereof or of this Agreement, or in any way affect this Agreement. Should any article or section or any part of this Agreement later be deemed illegal, invalid, or unenforceable by a court of competent jurisdiction, the offending portion of this Agreement should be severed, and the remainder of this Agreement shall remain in full force and effect to the extent possible, as the Parties declare they would have agreed to the remaining parts of this Agreement if they had known that the severed provisions or portions thereof would be determined illegal, invalid, or unenforceable.

E. Business License. Prior to commencement of the services to be provided hereunder, Contractor shall apply to the County for a business license, pay the applicable business license fee, and maintain said business license during the term of this Agreement, unless Contractor provides evidence that no such license is required.

F. Notices. All other notices as required by this Agreement shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered to the individual identified below where a signed receipt is given, or (2) on the third day after the postmark date when mailed by registered mail, postage prepaid, return receipt requested, or

(3) upon actual delivery when sent via national overnight commercial carrier to the party at the address given below, or at a substitute address previously furnished to the other party by written notice in accordance herewith:

NOTICE TO THE COUNTY shall be sent to:

Forsyth County Emergency Management Agency/911

Attn: Tom Cisco, Director 3520 Settingdown Road Cumming, Georgia 30028

AND

Forsyth County Procurement Department Attn: Adrian Casey, Director 2435 Freedom Parkway, Suite 3100 Cumming, Georgia 30041

NOTICE TO THE CONTRACTOR shall be sent to:

Attn: _____________________

G. Waiver of Agreement. No failure by the County to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Contractor with this Agreement, and no custom or practice of the County at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect the County’s right to demand exact and strict compliance by Contractor with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated.

H. No Third-Party Rights. This Agreement shall be exclusively for the benefit of the Parties and shall not provide any third parties with any remedy, claim, liability, reimbursement, cause of action, or other right.

I. Sovereign Immunity. Nothing contained in this Agreement shall be construed to be a waiver of the County’s sovereign immunity or any individual’s qualified good faith or official immunities.

J. Counterparts; Agreement Construction and Interpretation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A signature on a copy of this Agreement received by either party by facsimile is binding upon the other party as an original. The Parties shall treat a photocopy of such facsimile as a duplicate original.

Contractor represents that it has reviewed and become familiar with this Agreement and has notified the County of any discrepancies, conflicts or errors herein. The Parties hereto agree that, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more provisions of the Agreement.

K. Force Majeure. Neither the County nor Contractor shall be liable for their respective non-negligent or non-willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of their respective duties or obligations under this Agreement or for any delay in such performance due to: (a) any cause beyond their respective reasonable control; (b) any act of God; (c) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (d) earthquake, fire, explosion or flood; (e) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of Contractor; (f) delay or failure to act by any governmental or military authority; or (g) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection, or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts, and all other obligations shall remain intact.

L. Material Condition. Each term of this Agreement is material, and Contractor’s breach of any term of this Agreement shall be considered a material breach of the entire Agreement and shall be grounds for termination or exercise of any other remedies available to the County at law or in equity.

M. Publicity. The Contractor shall not make or publish any public statement of any kind in connection with this Agreement, the Project, the County or it’s branding, or the County’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys, and volunteers, unless the County has: i) reviewed the statement and publication content, ii) reviewed all proposed media sources for which the publication will be made available, and iii) has provided written approval to Contractor for all proposed publication content and media sources. In the event of such written approval, Contractor shall not make any changes to the approved version of the publication content or the approved media sources.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the County and the Contractor have executed this

Agreement, which is effective as of the Effective Date first written above.

CONTRACTOR:

[Name of Contractor]

By: ________________________________ Name: ________________________________ Title: ________________________________

[CORPORATE SEAL]

Attest: ________________________ Name: ________________________ Title: ________________________

COUNTY:

FORSYTH COUNTY, GEORGIA

By: ______________________________ Name: ______________________________ Title: ______________________________

[COUNTY SEAL]

Attest: _________________________ Kiersten Law County Clerk

EXHIBIT “A”

Scope of Services

1. Project Overview

Forsyth County (“County”) is seeking proposals from qualified consulting firms to develop and/or update the County’s Multi-Jurisdictional Multi-Hazard Mitigation Plan (MJMHMP) in accordance with the Disaster Mitigation Act of 2000 and 44 CFR §201.6 – Local Mitigation Plans.

The updated plan shall reduce long-term risk to people, property, and critical infrastructure from the effects of natural and man-made hazards within the Forsyth County operational area.

The planning process shall include participation from multiple jurisdictions and stakeholders, including but not limited to:

• Forsyth County

• City of Cumming

• Forsyth County School District

• Other operational area partners and stakeholders

The consultant shall complete all work necessary to produce a FEMA-approvable plan that maintains the County’s eligibility for FEMA Hazard Mitigation Assistance programs including but not limited to:

• Hazard Mitigation Grant Program (HMGP)

• Building Resilient Infrastructure and Communities (BRIC)

• Flood Mitigation Assistance (FMA)

The plan shall assess risks from all hazards, evaluate vulnerabilities of assets, and assist participating jurisdictions in identifying and prioritizing mitigation strategies. The current plan may be viewed here: forsythco.com/Portals/0/DeptDoc/EMA/Emergency Management Plans/Forsyth County Hazard Mitigation Plan - Final.pdf

2. Scope of Work

The selected consultant shall perform the following tasks and provide the associated deliverables.

Task 1 – Organize Resources and Convene Planning Team

• The consultant shall coordinate with local, regional, state, and federal stakeholders as necessary throughout the planning process.

• Confirm planning area and participating jurisdictions

• Identify available data, resources, and stakeholder roles

• Establish a multi-jurisdictional planning team and meeting cadence

• Collect and review existing plans, reports, GIS data, and relevant documentation

• Facilitate planning team meetings throughout the project duration.

https://www.forsythco.com/Portals/0/DeptDoc/EMA/Emergency%20Management%20Plans/Forsyth%20County%20Hazard%20Mitigation%20Plan%20-%20Final.pdf https://www.forsythco.com/Portals/0/DeptDoc/EMA/Emergency%20Management%20Plans/Forsyth%20County%20Hazard%20Mitigation%20Plan%20-%20Final.pdf

Task 2 – Public Outreach and Community Engagement

• Develop and implement a multi-jurisdictional outreach strategy

• Establish a whole-community engagement approach

• Provide opportunities for input from residents, businesses, and vulnerable populations

• Document outreach activities and results

Task 3 – Community Capability Assessment

• Evaluate existing programs, plans, ordinances, staffing, funding, and coordination

• Document NFIP participation and identify CRS opportunities

• Identify capability gaps and strengths

Task 4 – Hazard Identification and Risk Assessment

• Identify hazards affecting the planning area

• Analyze impacts to population, infrastructure, and critical facilities

• Assess vulnerability of assets

• Evaluate future conditions that may influence hazard frequency and severity

Task 5 – Mitigation Strategy Development

• Facilitate development of mitigation goals

• Identify mitigation actions for each jurisdiction

• Ensure alignment with risk assessment findings and stakeholder priorities

Task 6 – Mitigation Action Plan and Implementation Strategy

• Prioritize mitigation actions

• Identify funding opportunities (e.g., HMGP, BRIC, FMA)

• Identify integration opportunities with existing plans and programs

Task 7 – Plan Maintenance Procedures

• Develop plan monitoring and evaluation procedures

• Establish update procedures for the five-year lifecycle

• Include ongoing public engagement strategies

Task 8 – Draft Plan Development and Review

• Prepare administrative and public draft plans

• Produce professional-quality documents suitable for public distribution

• Incorporate feedback from stakeholders and the public

Task 9 – State and FEMA Review Coordination

• Prepare and submit FEMA review documentation, including the FEMA Plan Review Tool (crosswalk)

• Respond to State and FEMA comments

• Support the County through “Approvable Pending Adoption” to final approval

Task 10 – Plan Adoption

• Provide adoption materials and guidance

• Track jurisdictional adoption progress

• Submit adoption documentation to the State

Additional Requirements

• Ensure compliance with the Disaster Mitigation Act of 2000 and 44 CFR §201.6

• Maintain eligibility for FEMA programs including HMGP, BRIC, and FMA

• Identify opportunities to maximize CRS credit

• Complete all work within the County-established timeline

• Provide milestone-based billing tied…