Exhibit A Reference Form and Draft County Contract.pdf

EXHIBIT A

REFERENCE AND RELEASE FORM & DRAFT COUNTY CONTRACT

REFERENCE AND RELEASE FORM

List at least four (4) references for the Prime proponent and each proposed subcontractor using a separate Reference and Release Form for each. Provide the information requested in the form below for the contact person who will verify the Proponent’s experience and ability to perform the type of services listed in the RFP.

Company Name

Contract Period (Including Completion Date)

Contact Person Name and Title

Telephone Number (include area code)

Complete Primary Address

City State Zip Code

Email Address

Project Name

REFERENCE CHECK RELEASE STATEMENT

You are authorized to contact the references provided above for purposes of the RFP.

Company Name_____________________________ Proponent

Authorized Signature _____________________________________________________

Title ___________________________________________________________________

Date___________________________________________________________________

DRAFT COUNTY CONTRACT

RFP #2025-01 HEALTHCARE ADMINISTRATION, PHARMACY, AND

STOP LOSS ANNUAL CONTRACT

FOR CLAYTON COUNTY, GEORGIA

THIS ANNUAL CONTRACT for Healthcare Administration, Pharmacy, and Stop Loss for Clayton County, Georgia is made as of this _______day of _______________, 20____, and entered into by and between Clayton County, Georgia, a political and legal subdivision of the State of Georgia (hereinafter referred to as “County”) and_______ (hereinafter referred to as “Supplier”), a state of ________________, authorized to conduct business in the State of Georgia, whose principal place of business is located at

W I T N E S S E T H:

WHEREAS, the County is in need of medical insurance carrier services; and

WHEREAS, the County issued Request for Proposal (RFP) #2025-01 Healthcare Administration, Pharmacy, and Stop Loss for Clayton County, Georgia and requested Proposals from qualified Suppliers to provide the required services; and

WHEREAS, the Supplier responded to the RFP and represented that it is qualified, possesses the expertise, knowledge, and skills necessary to provide the medical insurance carrier services; and

WHEREAS, the County desires to enter into a Contract with the Supplier at the compensation and terms provided herein.

NOW THEREFORE, the County and the Supplier in consideration of the promises and the mutual covenants contained in this Contract, the sufficiency and receipt of which is hereby acknowledged, agree as follows:

ARTICLE 1

TERM

1.1 The Annual Contract shall commence January 1, 2026 for an initial period of thirty-six (36) months, with two (2) optional one-year renewal for a total of five (5) years.

1.2 Upon executing its option to renew, the County will notify the Supplier of such renewal, at which time the Supplier shall be bound to provide Services during such renewal Term, without the need for the Parties to execute any further documents evidencing such renewal, it being acknowledged by Supplier that its initial execution of this Contract is deemed its Contract to continue to provide Services during any renewal Term.

ARTICLE 2

SCOPE OF SERVICES

The Supplier shall provide healthcare administration, pharmacy, and stop loss for Clayton County, Georgia as specified in this Contract and Request for Proposal (RFP).

ARTICLE 3

COMPENSATION AND INVOICING

3.1 Compensation. The Supplier shall be compensated as set forth in Proposal Cost

Form, attached hereto, and incorporated herein by reference.

3.2 A Contract Number will be generated by Clayton County Central Services to the Supplier for the acquisition of services specified, after all the Supplier required documents have been received in the Central Services office. Any documents for the Project must reference the Contract Number and Proposal number.

3.3 Invoices

3.3.1 Invoices and/or statements may be emailed to:

Accountspayable@claytoncountyga.gov or signed originals mailed directly to the address listed below. Please note: only PDF format will be accepted as an original invoice. No faxed copies will be accepted.

Clayton County Board of Commissioners Finance Department P.O. Box 999 Jonesboro, GA 30237

3.3.2 The following information must appear on all invoices submitted:

3.3.2.1 Name and address of the Supplier;

3.3.2.2 Detailed breakdown of all charges for the services provided stating the applicable period of time;

3.3.2.3 Clayton County’s Contract Number, Purchase Order Number, and

Proposal Number; and

3.3.2.4 Statement from the Supplier that all invoices reflect a true and correct representation of the work completed for the billing period. The statement shall be signed by an authorized representative of the Supplier.

3.3.2.5 Invoices shall be based upon actual services rendered, actual work performance and/or products delivered in conjunction with the services.

3.4 Payments. Payment shall be tendered to the Supplier upon acceptance and approval by the County for satisfactory compliance with the general terms, conditions, and specifications of the Contract by completed services; completion of services ordered, verification of completion of work; assurance that the work is completed as specified and warranted; and receipt of a valid invoice.

3.5 County’s Tax Exemption. The County is exempt from Federal Excise Tax or Georgia Sales Tax with regard to goods and services. Exemption certificates will be furnished to Supplier upon request.

3.6 Supplier’s prices shall include any and all travel expenses to the County.

ARTICLE 4

WARRANTIES AND CONTRACT PERFORMANCE

4.1 The Supplier’s Statement of Warranty should include all applicable manufacturers’ warranties and the Supplier’s warranty in regards to products, equipment, materials, and workmanship. This statement shall include the terms, conditions, and the period of warranty coverage.

4.2 The Supplier shall promptly correct all work rejected by the County as faulty, defective, or failing to conform to the Request for Proposal (RFP). The Supplier shall bear all costs of correcting such services.

4.3 The Supplier warrants that all ________________ services shall be of the quality required by the County and in conformance with the manufacturer’s requirements, warranty, and standards. The Supplier shall provide ________________ services that conform to the highest standards of the industry’s practices and/or services.

4.4 All services performed shall comply with any applicable federal, state, or local laws, rules or regulations governing these types of services.

4.5 Representations of Supplier. The Supplier represents and warrants to the County that:

4.5.1 The Supplier is a ___________, duly organized, validly existing and in good standing under the laws of the State of__________, is qualified to transact business in the State of Georgia, and has the full and complete right, power and authority to enter into this Contract and shall perform the Supplier’s duties and obligations under this Contract in accordance with the terms and conditions of this Contract; and

4.5.2 The Supplier has obtained or will obtain all necessary licenses and permits that are required for the Supplier to provide the ________________ services pursuant to this Contract.

4.6 The Supplier warrants to the County that:

4.6.1 It possesses the skill and knowledge ordinarily possessed by well-informed members of its trade or profession and the Supplier will use its reasonable efforts to ensure that the services provided under this Contract will be provided and delivered in accordance with industry standards;

4.6.2 The Supplier is fully experienced and properly qualified to provide the ________________ services requested, and that it is properly equipped, organized and financed to provide such services; and

4.6.3 Following the date of acceptance of this Contract, all ________________ services provided by the Supplier to the County will conform to the representations contained in this Contract.

4.7 The Supplier is responsible to the County for acts and omissions of its employees, subcontractors and agents.

4.8 Sufficient Staffing and Supplies. The Supplier shall maintain adequate supplies of ________________ and sufficient and properly trained staff and personnel to provide the requested ________________ services in a skilled and satisfactory manner so as not to delay the completion of the same. The Supplier covenants with the County to utilize its best skill, efforts and judgment in furthering the interests of the County; to furnish efficient business administration and supervision; to make best efforts to furnish at all times an adequate supply of workers and materials so as to provide the required ________________ services in the best way and most expeditious and economical manner consistent with the best interest of the County.

4.9 Neither payment nor any provision in this Contract shall relieve the Supplier of responsibility for ________________ services not in accordance with this Contract and it shall remedy the same. The County shall give notice of defects or omissions with reasonable promptness. The Supplier shall within ten (10) days and without expense to the County, correct, remedy, or supply the omitted services. If the Supplier does not make good the deficiency or correct any deficiencies within the time designated in notice from County, the County may consider the failure to be an event of default and may terminate this Contract.

4.10 The County reserves the right to enforce the Supplier’s delivery of services provided in any manner prescribed by law or deemed to be in the best interest of the County in the event of breach or default of Contract. It is understood that time is of the essence in the Supplier’s performance and delivery of services.

ARTICLE 5

BONDING AND INSURANCE REQUIREMENTS

The Supplier shall comply with all bonding and insurance requirements set forth in Appendix B, Bonding and Insurance Requirements, attached hereto and incorporated herein by reference.

ARTICLE 6

INDEPENDENT CONTRACTOR

In conducting its business hereunder, the Supplier shall act as an Independent Contractor and not as an employee or agent of the County. The selection, retention, assignment, direction, and payment of the Supplier’s employees shall be the sole responsibility of the Supplier.

ARTICLE 7

CONTROLLING LAW AND VENUE

7.1 This Contract shall be governed by and construed in accordance with the substantive laws of the State of Georgia without regard to its choice of law principles.

7.2 Jurisdiction and Venue. The Parties hereby submit and consent to the exclusive jurisdiction of the State Courts of Clayton County, Georgia or in the United States District Court for the Northern District of Georgia and irrevocably agree that all actions or proceedings relating to this Contract will be litigated in such courts, and each of the Parties waive any objection it may have based on improper venue or forum non convenience to the conduct of any such action or proceeding in such court.

ARTICLE 8

ASSIGNMENT

8.1 Except as otherwise provided herein, this Contract shall not be sold, assigned or transferred by the Supplier by process or operation of law or in any other manner whatsoever, including intra-corporate transfers or reorganizations between or among a subsidiary of the Supplier, or with a business entity which is merged or consolidated with the Supplier or which purchases a majority or controlling interest in the ownership or assets of the Supplier without the prior written consent of the County.

8.2 The Supplier may subcontract to an Affiliate or a third-party work to be performed under this Contract or otherwise assign the rights and obligations hereunder to such Affiliate, but will remain financially responsible for the performance of such obligations.

ARTICLE 9

NON-DISCRIMINATION

Notwithstanding any other provision of the Contract, during its performance the Supplier, for itself, its heirs, personal representatives, successors in interest and assigns, as part of the consideration of this Contract does hereby covenant and agree, that:

9. 1 No person on the grounds of age, race, color, religion, sex, sexual orientation, marital status or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and

9.2 In the furnishing of services or materials therein or thereon, no person on the grounds of age, race, color, religion, sex, sexual orientation, marital status or national origin shall be excluded from participation in, or denied the benefits of, such activities, or otherwise be subjected to discrimination.

ARTICLE 10

DEFAULT AND TERMINATION

10.1 Termination by County for Cause. County may at its option, by giving written notice to Supplier, terminate this Contract:

10.1.1 For a breach of the Contract by Supplier that is not cured by Supplier within ten (10) days of the date on which County provides written notice of such breach or such other date in the written notice;

10.1.2 Immediately for a material breach of the Contract documents;

10.1.3 Immediately for engaging in behavior that is dishonest, fraudulent or constitutes a conflict of interest with Supplier’s obligations under this Contract is in violation of any County Ethics Ordinances;

10.1.4 The Supplier fails to deliver or has delivered nonconforming goods or 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 not limited to, the express warranties made by the Supplier;

10.1.5 The County determines that satisfactory performance is substantially endangered or that a default is likely to occur;

10.1.6 The Supplier fails to make substantial and timely progress toward performance of the Contract; and/or

10.1.7 The Supplier has engaged in conduct that has or may expose the County to liability as determined in the County’s sole discretion.

10.2 Re-procurement Costs. In addition to all other rights and remedies County may have, if this Contract is terminated by County pursuant to the above subsection entitled “Termination by County for Cause”, Supplier will be liable for all costs in excess of the Charges for all terminated Services reasonably and necessarily incurred by County in the completion of the Services, including the cost of administration of any Contract awarded to other Persons for completion. If County improperly terminates this Contract for cause, the termination for cause will be considered a termination for convenience in accordance with the provisions of Section 10.4 of this Contract, entitled “Termination by County for Convenience”.

10.3. Termination by County for Insolvency. County may terminate this Contract immediately by delivering written notice of such termination to Supplier if Supplier:

10.3.1. Becomes insolvent, as that term may be defined under Applicable Law, or is unable to meet its debts as they mature;

10.3.2. Files a voluntary petition in bankruptcy or seeks reorganization or to effect a plan or other arrangement with creditors;

10.3.3. Is adjudicated bankrupt or makes an assignment for the benefit of its creditors generally;

10.3.4. Fails to deny or contest the material allegations of an involuntary petition filed against it pursuant to any applicable law relating to bankruptcy, arrangement or reorganization, which is not dismissed within sixty (60) days; or

10.3.5. Applies for or consents to the appointment of any receiver for all or any portion of its property.

10.4. Termination by County for Convenience. At any time during the Term of this

Contract or any issued Task Order, County may terminate this Contract for convenience upon thirty (30) days written notice of such termination. Upon a termination for convenience, Supplier waives any claims for damages, including loss of anticipated profits. As Supplier’s sole remedy and County’s sole liability, County will pay costs for the Work properly performed prior to the notice of termination, plus all reasonable costs for Work performed after the termination, as specified in such notice, and reasonable administrative costs of settling and paying claims arising out of the termination of services under purchase orders or subcontracts except to the extent any products under such purchase orders or subcontracts can be used by Supplier in its business within the thirty (30) days following termination. If requested, Supplier shall substantiate such costs with proof satisfactory to County.

10.5. Effect of Termination. Unless otherwise provided herein, termination of this

Contract, in whole or in part and for any reason, shall not affect:

10.5.1. Any liabilities or obligations of either Party arising before such termination or out of the events causing such termination; or

10.5.2. Any remedies to which a Party may be entitled under this Contract, at law or in equity.

10.5.3. Upon termination of this Contract, Supplier shall immediately:

10.5.3.1. Discontinue Services on the date and to the extent specified in the notice and place no further purchase orders or subcontracts to the extent that they relate to the performance of the terminated Services;

10.5.3.2. Inventory, maintain and turn over to County all Work Product, licenses, equipment, materials, plants, tools, and property furnished by Contractor or provided by County for performance of the terminated Services;

10.5.3.3. Promptly obtain cancellation, upon terms satisfactory to County, of all purchase orders, subcontracts, rentals or any other agreements existing for performance of the terminated Services, or assign those agreements, as directed by County;

10.5.3.4 Take all necessary or appropriate steps to limit disbursements and minimize costs;

10.5.3.5 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;

10.5.3.6 Cooperate in good faith with the County during the transition period between the notification of termination and the substitution of any replacement Supplier;

10.5.3.7 Immediately return to the County any payments made by the County for goods and services that were not delivered or rendered by the Supplier;

10.5.3.8 Comply with all other reasonable requests from County regarding the terminated Services; and

10.5.3.9 Continue to perform in accordance with all of the terms and conditions of this Contract any portion of the Services that are not terminated.

10.6 Pursuant to O.C.G.A. §36-60-13(b) (1), if funding for this Contract is terminated, County will not be obligated to continue purchasing the commodities. County shall terminate this Contract upon ten (10) days’ written notice to the Contractor.

10.7 In the event the Supplier is required to be certified or licensed as a condition precedent to providing goods and/or services, the revocation or 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.

ARTICLE 11

NOTICE

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 by:

11.1 Registered or Certified United States mail, return receipt requested, postage prepaid;

11.2 Personal delivery to the County;

11.3 Overnight courier service; and/or

11.4 Delivered in person to the Supplier or his authorized representative on the work site.

11.5 All notices sent to the addresses listed below shall be binding unless said address is changed in writing no less than two (2) weeks before such notice is sent. Future changes in address shall be effective upon written notice being given by the Supplier to the County or by the County to the Supplier’s authorized representative via Certified First Class U.S. mail, return receipt requested. Such notices will be addressed as follows:

If to County, addressed to:

Clayton County Central Services Department 7994 N. McDonough Street Jonesboro, GA 30236 Attn: Director

With a copy to:

Clayton County Office of the County Attorney 102 Smith Street Jonesboro, GA 30236 Attn: County Attorney

If to the Supplier, addressed to:

ARTICLE 12

FEDERAL WORK AUTHORIZATION

12.1 Pursuant to O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10- 1-.02, the County cannot enter a contract for the physical performance of services unless the Supplier and its subcontractors certify specific information on all new employees.

12.2 The Supplier certifies that it has complied and will continue to comply with O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02.

12.3 The Supplier agrees to sign an affidavit evidencing its compliance with O.C.G.A.

§13-10-91 and Georgia Department of Labor Rule 300-10-1-.02. The signed affidavit is attached to this Contract as Appendix C, Required Form Submittals, and incorporated herein by reference.

12.4 The Supplier agrees that in the event that it employs or contracts with any subcontractor(s) in connection with this Contract, the Supplier will secure from each subcontractor an affidavit that indicates the employee-number category applicable to that subcontractor and certifies the subcontractor’s current and continuing compliance with O.C.G.A. §13-10-91 and Georgia Department of Labor Rule 300-10-1-.02. Any signed subcontractor affidavit(s) obtained in connection with this Contract shall be attached hereto as Appendix C, Required Form Submittals.

ARTICLE 13

CORPORATE AUTHORITY

13.1 The Supplier has executed the Certificate of Corporate Authority attached hereto as Appendix C, Required Forms Submittal. The officials of the Supplier executing this Contract are duly and properly in office and are fully authorized and empowered to execute the same for and on behalf of the Supplier. The Supplier has all requisite power and authority to enter into and perform its obligations under this Contract. The execution and delivery by the Supplier of this Contract and the compliance by the Supplier with all of the provisions of this Contract:

13.2 Is within the purposes, powers, and authority of the Supplier;

13.3 Has been done in full compliance with applicable law, has been approved by the governing body of the Supplier, is legal and will not conflict with or constitute on the part of the Supplier a violation of, a breach of or a default under any indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the Supplier is a party or by which the Supplier is otherwise subject or bound, or any license, judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation of any court or governmental agency or body having jurisdiction over the Supplier; and

13.4 Has been duly authorized by all necessary action on the part of the Supplier. This Contract is a valid, legal, binding and enforceable obligation of the Supplier.

ARTICLE 14

INDEMNIFICATION

Supplier shall indemnify and hold the County, its elected and appointed officials, departments, agencies, boards, authorities, directors, officers, employees, agents, successors and permitted assigns, harmless from any losses, liabilities, damages, demands and claims, and all related costs (including reasonable legal fees and costs of investigation, litigation, settlement, judgment, interest and penalties) arising from claims or actions based upon:

14.1 Supplier’s or Supplier’s Personnel’s performance, nonperformance, negligence, intentional act or breach of this Contract;

14.2 Compensation or benefits of any kind, by or on behalf of Supplier’s Personnel, or any subcontractor, claiming an employment or other relationship with Supplier or such subcontractor (or claiming that this Contract creates an inherent, statutory or implied employment relationship with County or arising in any other manner out of this Contract or the provision of services by such Supplier’s Personnel or subcontractor);

14.3 Any actual, alleged, threatened or potential violation of any applicable laws by Supplier or Supplier’s Personnel, to the extent such claim is based on the act or omission of Supplier or Supplier’s Personnel, excluding acts or omissions by or at the direction of County;

14.4 Death of or injury to any individual caused, in whole or in part, by the tortious conduct of Supplier or any Person acting for, in the name of, at the direction or supervision of or on behalf of Supplier; and

14.5 Damage to, or loss or destruction of, any real or tangible personal property caused, in whole or in part, by the tortious conduct of Supplier or any Person acting for, in the name of, at the direction or supervision of, or on behalf of Supplier.

14.6 This indemnification provision shall include activities required for compliance with all applicable environmental laws, ordinances and regulations in effect during the term of this Contract and continue for a period of two (2) years after termination thereof.

14.7 The Supplier shall protect Clayton County from claims involving infringements of patents and/or copyrights. The unauthorized use of patented articles is done at the risk of the Supplier.

14.8 This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation laws of the State of Georgia or arising out of the failure of such vendor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree.

14.9 Supplier shall be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable.

14.10 Supplier shall agree to waive all rights of subrogation and/or financial recovery of any kind in favor of Clayton County, Georgia, its departments, all elected and appointed officials, to include, but not limited to, its Commissioners, directors, officers, agents, boards, volunteers and employees for losses arising or alleged to have arisen out of any work performed in relation to the Contract.

ARTICLE 15

SLBE

Supplier shall comply with the County Small Local Business and Procurement Non- Discrimination Program and Contract Compliance Requirement.

Successful Suppliers performing on Clayton County projects have a dual reporting requirement. Successful Suppliers will be required to provide subcontractor agreements to the Contract Compliance Division of Central Services. Additionally, successful Suppliers and subcontractors (Non-SLBE/MWBE and LVP and Certified SLBE/MWBE and LVP) will be required to enter all payments and invoice information associated with the contract via online submission at https://claytoncountyforms.claytoncountyga.gov/monthly-sub-contractor-utilization-spend-report/ (canceled checks and invoices must be scanned and attached to the file).

If the successful Supplier fails to fulfill the SLBE participation percentages set forth in this Invitation for Bid, the successful Supplier may be subject to any and all penalties listed in this contract.

ARTICLE 16

UNAUTHORIZED GOODS OR SERVICES

Supplier acknowledges that this Contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the County’s Board of Commissioners. Under Georgia law, Supplier is deemed to possess knowledge concerning the County’s ability to assume contractual obligations and the consequences of Supplier’s provision of goods or services to the County under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the Supplier may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Supplier agrees that if it provides goods or services to the County under a Contract that has not received proper legislative authorization or if Supplier provides goods or services to the County in excess of the contractually authorized goods or services, as required by the County’s Code of Ordinance, the County may withhold payment for any unauthorized goods or services provided by Supplier. Supplier assumes all risk of non-payment for the provision of any unauthorized goods or services to the County, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to the County, however characterized, including, without limitation, all remedies at law or equity.

ARTICLE 17

AUDIT AND INSPECTION RIGHTS

17.1 General. Supplier will provide to County, and any Person designated by County, access to Supplier’s Personnel and to Supplier owned Facilities for the purpose of performing audits and inspections of Supplier, Supplier’s Personnel and/or any of the relevant information relating to the Services and this Agreement. Such audits, inspections, and access may be conducted to: verify the accuracy of Charges and invoices; examine Consultant’s performance of the Services; monitor compliance with the terms of this Agreement; and any other matters reasonably requested by County. Supplier shall provide full cooperation to County and its designated Persons in connection with audit functions and examinations by regulatory authorities.

17.2 All audits and inspections will be conducted during business house (except with respect to Services that are performed during off-hours). Supplier shall promptly respond to, rectify the deficiencies identified in, and implement changes suggested by any audit or inspection report. If any audit or inspection of Charges or Services reveals that County has overpaid any amounts to Supplier, Supplier shall promptly refund such overpayment and Supplier shall also pay to County interest on the overpayment amount at the rate of one-half percent (0.5%) per month (or such maximum rate permissible by applicable law, if lower) from the date the overpayment was made until the date the overpayment is refunded to County by Supplier.

17.3 Records Retention. Until the later of: six (6) years after expiration or termination of this Agreement; the date that all pending matters relating to this Agreement (e.g., disputes) are closed or resolved by the Parties; or the date such retention is no longer required to meet County’s records retention policy or any record retention policy imposed by applicable law. If more stringent than the County’s policy, Supplier will maintain and provide access upon request to the records, data, documents and other information required to fully and completely enable the County to enforce its audit rights under this Agreement.

ARTICLE 18

MISCELLANEOUS PROVISIONS

18.1 Entire Agreement. This Contract constitutes the entire agreement between the parties, and as of its effective date supersedes all prior or independent agreements between the parties covering the subject matter hereof and all representations, warranties, inducements, promises or contracts, oral or otherwise, between the parties not embodied in this Contract shall be of no force or effect.

18.2 County hereby engages the Supplier and the Supplier hereby agrees to provide the services and/or products set forth herein in accordance with this Contract, consisting of the following documents, attached hereto and incorporated by reference:

18.2.1 Amendments or Change Orders as mutually agreed and signed by both parties;

18.2.2 The Supplier’s insurance certificates;

18.2.3 The Supplier’s licenses; and

18.2.4 Request for Proposal (RFP).

18.3 Change Orders. County and the Supplier hereby agree, no modification or amendment to this Contract shall be binding upon the parties unless the same is in writing, conforms to the County’s policies and procedures governing change orders, is signed by County’s and the Supplier’s duly authorized representatives in the same manner as this Contract is executed.

18.4 Severability. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Contract shall not be void, but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties.

18.5 Headings. The headings used in this Contract are intended for convenience and reference only and do not define or limit the scope or meaning of any provision of this Contract.

18.6 Force Majeure. Neither party shall be held to be in breach of this Contract because of any failure to perform any of its obligations hereunder if said failure is due to any natural disaster, act of God, act of terrorism, fire, flood, accident, strike, riot, insurrection, war, labor disputes or stoppages, government acts or orders, epidemics, pandemics or outbreak of communicable disease, quarantines, national, regional or local emergencies or any other cause whether similar in kind to the foregoing or otherwise, over which that party has no control. Such party shall give notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence of the event and the obligation of the party giving such notice shall endeavor to remove or overcome such inability with all reasonable dispatch. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations and deliverables for mutually agreed dates, as soon as practicable after the force majeure condition ceases to exist or at such time the party or parties can reasonably continue such performance.

18.7 Waiver. The waiver of any breach, violation or default in or with respect to the performance or observance of the covenants and conditions contained herein shall not be taken to constitute a waiver of any subsequent breach, violation or default in or with respect to the same or any other covenant or condition hereof.

18.8 Clayton County Holidays. Clayton County Board of Commissioners ("BOC") is open Monday through Friday, 8:00 AM to 5:00 PM, excluding County holidays approved by the BOC, closings due to inclement weather, and such other times as determined by the Chief Operating Officer or BOC. The BOC's designated County Holidays are updated every fiscal year on July 1 and extend until June 30 of the following year. Please refer to https://www.claytoncountyga.gov/government/board-of-commissioners/holidays for the current County Holidays.

18.9 TITLE VI SOLICITATION NOTICE - Clayton County, GA, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations (28 CFR Part 42), hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded a full and fair opportunity to submit bids in response to this invitation and will not be, on the grounds of race, color, or national origin, excluded from participation in, denied the benefits of, or subject to discrimination in consideration for an award for any program or activity that receives Federal funds or other Federal financial assistance.

18.10 Product Shipment and Delivery. All products shall be shipped F.O.B.

Destination, freight prepaid and allowed. Destination shall be the location(s) specified in the Proposals and Quotations (attached hereto as Exhibit B). All items shall be at the Supplier’s risk until they have been delivered and accepted by the County. All items shall be subject to inspection on delivery. Hidden damage will remain the responsibility of the Supplier to remedy without cost to the County, regardless of when the hidden damage is discovered.

18.11 Cumulative Remedies. Except as otherwise provided herein, all rights and remedies under this Contract are cumulative and are in addition to and not in lieu of any other remedies available under Applicable Law, in equity or otherwise.

18.12 No Drafting Presumption. No presumption of any Applicable Law relating to the interpretation of contracts against the drafter shall apply to this Contract.

18.13 Survival. Any provision of this Contract which contemplates performance or observance subsequent to any termination or expiration of this Contract or which must survive in order to give effect to its meaning, shall survive the expiration or termination of this Contract.

18.14 PUBLICITY. Supplier shall not make any public announcement, communication to the media, take any photographs or release any information concerning County, the Services of this Contract or any information relating to this Contract without the prior written consent.