INV

November 02, 2022

REQUEST FOR PROPOSAL

RP038-22

The Gwinnett County Board of Commissioners is soliciting competitive sealed proposals from qualified service providers to administer a Small Business Assistance Program (SBAP) utilizing Gwinnett County American Rescue Plan Act (ARPA) and CARES Act Community Development Block Grant (CDBG-CV) Funding on an Annual Contract with two (2) options to renew for the County Administrators Office.

Proposals must be returned in a sealed container marked on the outside with the Request for Proposal number and Company Name. Proposals will be received until 2:50 P.M. local time on December 02, 2022 at the Gwinnett County Financial Services - Purchasing Division – 2nd Floor, 75 Langley Drive, Lawrenceville, Georgia 30046. Any proposal received after this date and time will not be accepted. Proposals will be publicly opened and only names of submitting firms will be read at 3:00 P.M. A list of firms submitting proposals will be available the following business day on our website www.gwinnettcounty.com.

A WebEx pre-proposal meeting is scheduled for 10:00 A.M. local time on November 15, 2022. To access, dial 1-408-418-9388, enter Access Code 2335 985 1235. All interested parties are urged to attend.

Questions regarding proposals should be directed to Lindsey Gravitt, Purchasing Associate II at lindsey.gravitt@GwinnettCounty.com or by calling 770-822-7759, no later than 10:00 AM on November 16, 2022. Proposals are legal and binding upon the bidder when submitted. One (1) unbound original, five (5) copies and one electronic version on a flash drive should be submitted. Do NOT include Cost Proposal in the copies or the copy on flash drive.

Successful service provider will be required to meet insurance requirements. The Insurance Company should be authorized to do business in Georgia by the Georgia Insurance Department and must have an A.M. Best rating of A-5 or higher.

Gwinnett County does not discriminate on the basis of disability in the admission or access to its programs or activities. Any requests for reasonable accommodations required by individuals to fully participate in any open meeting, program or activity of Gwinnett County Government should be directed to the ADA Coordinator at the Gwinnett County Justice and Administration Center, 770-822-8165.

The written proposal documents supersede any verbal or written prior communications between the parties.

Selection criteria are outlined in the request for proposal documents. Gwinnett County reserves the right to reject any or all proposals to waive technicalities, and to make an award deemed in its best interest of Gwinnett County.

Award notification will be posted after award on the County website, www.gwinnettcounty.com and companies submitting a proposal will be notified via email.

We look forward to your proposal and appreciate your interest in Gwinnett County.

Lindsey Gravitt Purchasing Associate II

The following pages should be returned with your proposal:

Consultant Information, Page 7

References, Page 8 Code of Ethics Affidavit, Page 9 E-Verify Affidavit, Page 10 Required Grant Forms, Pages 34-65 Cost Proposal (Return in a separate envelope), Page 6 http://www.gwinnettcounty.com/ mailto:lindsey.gravitt@GwinnettCounty.com http://www.gwinnettcounty.com/

RP038-22 PAGE 2

I. INTRODUCTION AND BACKGROUND

The Gwinnett County Board of Commissioners has authorized the use of $4.5M in federal grant funds allocated by the American Rescue Plan Act (ARPA) and $948,814 from the CARES Act Community Development Block Grant (CDBG-CV) (which includes compensation to the SBAP vendor) for the provision of grants to small businesses in need of economic assistance due to the COVID-19 pandemic. As such, the County is requesting proposals from eligible vendors to further define their capacity to administer the SBAP for the County.

The County’s goal is to publicize the program as soon as possible in the first quarter of 2023, notifying the public of funding availability and defining application requirements and then releasing applications one month after announcement of the program, closing the application period two months after it opens, with the expectation that funding to eligible small businesses will begin to be disbursed within one month of the close of the application period.

II. SCOPE OF WORK

The requisite services and requirements are, at a minimum, to include the administration of small business assistance grants to include the following:

• Administer funding in compliance with all Federal, State, Local rules and regulations.

• Application Management o Development o Acceptance o Eligibility Determination o SAM.gov Verification

• Technical Assistance to applicants

• Award Management o Review of applicant pool to determine award recipient eligibility categories and grant amounts o Contract/Agreement development o Payment request and/or release of funds

• Reporting o General Information

Applications Received Applications Awarded Applicant Details

• Business Type/Size/Location/etc.

o Participant Reporting

Use of funds Beneficiaries

• Records Maintenance

• Audits/Monitoring

The County is considering the following concepts within its Small Business Assistance Program:

• Grant awards will be targeted toward the hardest hit sectors

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• Award grant amounts based on a defined formula (ex. employee count, revenue, and sector impact), to be determined through an underwriting process at the conclusion of the application period

• Assistance should be based on demonstrated need, per relevant ARPA rules and CDBG rules, as applicable, including restricting 51% of the CDBG-CV funds for qualified low- to moderate-income businesses

• Applicants are prohibited from applying for any loss in revenue, incurred cost, or hardship that they have previously received federal pandemic response funding for. Applicants will be required to identify the source and use of any past federal pandemic funding awards and attest that their SBAP application is not duplicative to any previous awards.

• Business must be located in Gwinnett County.

Please define your firm’s approach to provide these requested services. Be sure to highlight your staffing capacity to meet the proposed timelines. If responders wish to subcontract some part of the services to another entity, please describe that arrangement in the response.

General Expectations

External staff will be expected to work collaboratively with County employees in all phases of the SBAP.

Certain components of the SBAP, such as detailed eligibility criteria, required document submittal, award formulas, and the like will be developed by contractor in close collaboration with the County subsequent to execution of an agreement between the parties. The County will have final approval of all such items. All work papers, notes, emails, documents, and any other program evidence belong to the County.

Staffing

Staff assigned to SBAP must have the technical expertise and experience to administer a grant program, including review of applications, verification of eligibility requirements met, required documents submitted, award notifications and fund releases tracked, and relevant metrics compiled and reported to federal agencies.

Deliverables and Performance Expectations

The vendor will be required to hold regular meetings with the County, in person, phone, or video call as requested by the County, and to provide periodic reports on the SBAP progress covering key points of information requested by the County.

Insurance Requirements The successful consultant shall provide adequate coverage for the entire term of the contract.

Exceptions to Terms and Conditions or Proposal Requirements Respondents must clearly list any exceptions to the Terms & Conditions or Proposal Requirements. Please note that any exceptions will be considered during the evaluation process and points may be deducted. Our standard service agreement is included in this RFP.

Prospective Service Providers should review and indicate any exceptions to these Terms and Conditions.

RP038-22 PAGE 4

Signatures Proposals and accompanying bids shall be submitted in the official corporate name of the corporation and should be signed by the individual authorized to bind the corporation.

III. PROPOSAL SUBMISSION INSTRUCTIONS

Consultants are asked to read the Request for Proposal carefully to ensure that they address the specific requirements of this Request and submit all requested information. Proposing Consultants will be evaluated and scored based on the information provided in their proposals as it relates to this Request. The Consultant’s Proposal shall be organized in the order and format described below.

Respondents are encouraged to submit clear and concise responses, and excessive length or extraneous information is discouraged. In an effort to ensure our ability to evaluate and choose a successful firm for this project, respondents are encouraged to be responsive to the specific range of issues requested in this solicitation. Submission of excessive “boiler plate” information, including sales brochures, is discouraged. Proposers should not submit website links in lieu of written responses. Website links and any information contained within may not be reviewed or considered by Gwinnett County. Consultants are requested to submit one (1) original unbound, five (5) copies, and one (1) electronic copy on a flash drive of the proposal package to meet the requirements below. All copies of the proposal must be identical. The Fee Schedule should be submitted in a separate sealed envelope and not included with the technical proposal.

A. Firm Experience Provide a narrative description of the company’s history, purpose, range of services, resources, and past and current business activities. In the latter area, describe in detail the company’s experience in conducting similar programs, including any existing resources such as online application forms, reporting templates, award letter forms, flow charts and the like.

B. Staff Resources Provide a staffing description for the proposed services. Describe the size and capabilities of your firm’s available staff.

C. Understanding and Approach

Explain your understanding of the work outlined in this proposal and describe your firm’s approach to such a program.

D. References Provide a minimum of three (3) references from recent engagements that involved similar audit work. The reference form attached to the proposal document specifies what details to include.

E. Cost Proposal Please complete the attached Cost Proposal and submit in a separate sealed envelope with “RP038-22 Cost Proposal" and your firm’s name written on the outside. No cost should be included in the technical proposal documents. Please note, that ALL costs associated with these services MUST be included in rates including but not limited to travel, supplies, etc.

The County will not pay any fees outside of what is listed on the Cost Proposal.

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IV. SELECTION PROCEDURE

Proposals will be evaluated based on their relative responsiveness to the criteria described above and with the criteria values weighted as shown.

A. Firm Experience- Demonstration of hands-on experience administering grant programs, particularly any utilizing federal funds targeting small businesses. 25 points

B. Existing Resources - Demonstration of firm’s existing tools devoted to similar program management. This could include online application forms, reporting templates, award letter forms, flow charts and the like.

20 points

C. Experience, Skills and Qualifications – Experience and professional qualifications of proposed staff assigned to engagement. 20 points

D. Understanding and Approach - Understanding of and commitment to achieving County's objectives. 25 points

E. References 5 points F. Cost Proposal 5 points

SUB TOTAL 100 points

G. Optional Interview 15 points

TOTAL 115 points

Gwinnett County will select the firm that best demonstrates that it would provide the most value towards achieving the objectives listed in this document. The proposals will be reviewed by a selection committee and ranked based on the criteria identified above.

Part I – Initially, proposals will be evaluated based on their relative responsiveness to criteria A-E above and with those point values weighted as shown above.

Part II – Firms may be short-listed for further consideration. The cost proposal(s) of the short-listed firms from Part I will be opened, reviewed and scored. At the discretion of the County, or as deemed in its best interest, firms may be short-listed a second time for an interview/presentation.

Part III – If interviews are necessary for selection, evaluation will be performed and will be worth an additional 0-15 points in the selection process. The number of firms short listed and interviewed will be at the discretion of the selection committee. The consultant will be responsible for any cost associated with the request for an interview.

Upon completion of the qualifications-based evaluation and ranking of proposals, the County may initiate negotiations with the highest scoring firm to arrive at a fair and reasonable compensation for the solicited services which considers the scope, complexity, professional nature and estimated value of the services to be rendered. If the County and the highest scoring firm are unable to negotiate a fair and reasonable contract, the County may terminate negotiations and undertake negotiations with the next highest scoring firm, continuing the process until an agreement is reached.

RP038-22 PAGE 6

FAILURE TO RETURN THIS PAGE AS PART OF YOUR PROPOSAL DOCUMENT MAY RESULT IN REJECTION OF PROPOSAL.

Cost Proposal (Return in a Separate Sealed Envelope)

Item Description Amount

1.

One-Time Development Fee to set up the SBAP

2. Administration of Grants $ ________________________ / per transaction

In compliance with the specifications outlined in the RFP, the undersigned acknowledges all requirements outlined in the "Instructions to Proposers" and all documents referred to therein. The undersigned offers and agrees, if this proposal is accepted by the Board of Commissioners within one hundred twenty (120) days of the date of proposal opening, to furnish any or all of the items upon which prices are quoted, at the price set opposite each item, delivered to the designated point(s) within the time specified in the Cost Proposal.

Gwinnett County requires pricing to remain firm for the duration of the initial term of the contract. Failure to hold firm pricing for the initial term of the contract will be sufficient cause for Gwinnett County to declare proposal non-responsive. This contract is anticipated to begin upon award.

Unless otherwise noted, quoted prices will remain firm for two (2) additional one (1) year periods.

If a percentage increase or decrease will be a part of this bid, please note this in the space provided together with an explanation:

Option 1 Renewal _________________% Increase _________________% Decrease

Option 2 Renewal _________________% Increase _________________% Decrease

COMPANY NAME: _____________________________________________________________________________

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Failure to return this page as part of your proposal document may result in rejection of proposal.

CONSULTANT INFORMATION

Please include this page as part of the technical proposal document and NOT with the Cost Proposal.

Termination for Cause: The County may terminate this agreement for cause upon ten days prior written notice to the service provider of the service provider’s default in the performance of any term of this agreement. Such termination shall be without prejudice to any of the County’s rights or remedies by law.

Termination for Convenience: The County may terminate this agreement for its convenience at any time upon 30 days written notice to the service provider. In the event of the County’s termination of this agreement for convenience, the service provider will be paid for those services actually performed. Partially completed performance of the agreement will be compensated based upon a signed statement of completion to be submitted by the service provider, which shall itemize each element of performance.

The undersigned acknowledges receipt of the following addenda, listed by number and date as issued appearing on each:

Addendum No. Date Addendum No. Date

Certification Of Non-Collusion in Bid Preparation _____________________________________________________ Signature Date

Legal Business Name (If your company is an LLC, you must identify all principals to include addresses and phone numbers in your submittal)

Federal Tax ID_________________________________________________________________________________________________

Address _____________________________________________________________________________________________________

Does your company currently have a location within Gwinnett County? Yes No

Representative Signature Printed Name

Telephone Number Fax Number _________________________________________________

E-mail address________________________________________________________________________________________

RP038-22 PAGE 8

FAILURE TO RETURN THIS PAGE AS PART OF YOUR BID DOCUMENT MAY RESULT IN REJECTION OF BID.

REFERENCES

Gwinnett County requests a minimum of three (3) references where work of a similar size and scope has been completed.

Note: References should be customized for each project, rather than submitting the same set of references for every project bid. The references listed should be of similar size and scope of the project being bid on.

Do not submit a project list in lieu of this form.

1. Company Name

Brief Description of Project

Completion Date

Contract Amount $ Start Dates

Contact Person Telephone

E-Mail Address

2. Company Name

Contract Amount $ Start Date

3. Company Name

Contract Amount $ Start Date

Company Name

RP038-22 PAGE 9

RP038-22, Small Business Assistance Program (SBAP) utilizing Gwinnett County American Rescue Plan Act (ARPA) and CARES Act Community Development Block Grant (CDBG-CV) Funding on an Annual Contract Page 9

CODE OF ETHICS AFFIDAVIT

(THIS FORM SHOULD BE FULLY COMPLETED AND RETURNED WITH

YOUR SUBMITTAL AND WILL BE REQUIRED PRIOR TO EVALUATION)

In accordance with Section 54-33 of the Gwinnett County Code of Ordinances the undersigned bidder/proposer makes the following full and complete disclosure under oath, to the best of his/her knowledge, of the name(s) of all elected officials whom it employs or who have a direct or indirect pecuniary interest in or with the bidder/proposer, its affiliates or its subcontractors:

1.

(Company Submitting Bid/Proposal)

2. (Please check one box below)

No information to disclose (complete only section 4 below)

Disclosed information below (complete section 3 & section 4 below)

3. (if additional space is required, please attach list)

Gwinnett County Elected Official Name Gwinnett County Elected Official Name

Gwinnett County Elected Official Name Gwinnett County Elected Official Name

4. Sworn to and subscribed before me this

BY: day of , 20

Authorized Officer or Agent Signature

Printed Name of Authorized Officer or Agent Notary Public

Title of Authorized Officer or Agent of Contractor (seal)

Note: See Gwinnett County Code of Ethics Ordinance EO2011, Sec. 54-33. The ordinance will be available to view in its’ entirety at www.gwinnettcounty.com

RP038-22 PAGE 10

RP038-22, Small Business Assistance Program (SBAP) utilizing Gwinnett County American Rescue Plan Act (ARPA) and CARES Act Community Development Block Grant (CDBG-CV) Funding on an Annual Contract

CONTRACTOR AFFIDAVIT AND AGREEMENT

(THIS FORM SHOULD BE FULLY COMPLETED AND RETURNED WITH YOUR SUBMITTAL)

By executing this affidavit, the undersigned contractor verifies its compliance with The Illegal Immigration Reform

Enhancements for 2013, stating affirmatively that the individual, firm, or corporation which is contracting with the Gwinnett County Board of Commissioners has registered with and is participating in a federal work authorization program* [any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security] to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act, in accordance with the applicability provisions and deadlines established therein.

The undersigned further agrees that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services or the performance of labor pursuant to this contract with the Gwinnett County Board of Commissioners, contractor will secure from such subcontractor(s) similar verification of compliance with the Illegal Immigration Reform and Enforcement Act on the Subcontractor Affidavit provided in Rule 300-10-01-.08 or a substantially similar form. Contractor further agrees to maintain records of such compliance and provide a copy of each such verification to the Gwinnett County Board of Commissioners at the time the subcontractor(s) is retained to perform such service.

E-Verify * User Identification Number Date Registered

Legal Company Name

Street Address

City/State/Zip Code

BY: Authorized Officer or Agent Date (Contractor Signature)

Title of Authorized Officer or Agent of Contractor

Printed Name of Authorized Officer or Agent

SUBSCRIBED AND SWORN

BEFORE ME ON THIS THE

_______ DAY OF ______________________, 20_______

Notary Public My Commission Expires: ___________________________

* As of the effective date of O.C.G.A. 13-10-91, the applicable federal work authorization program is “E-Verify” operated by the U.S. Citizenship and Immigration Services Bureau of the U.S. Department of Homeland Security, in conjunction with the Social Security Administration (SSA).

For Gwinnett County Use Only:

Document ID #________________

Issue Date: ___________________

Initials: ______________________

RP038-22 PAGE 11

PROFESSIONAL SERVICES INSURANCE REQUIREMENTS

(For projects less than $5,000,000)

1. Statutory Workers' Compensation Insurance

(a) Employers Liability:

Bodily Injury by Accident - $100,000 each accident Bodily Injury by Disease - $500,000 policy limit Bodily Injury by Disease - $100,000 each employee

2. Commercial General Liability Insurance

(a) $1,000,000 limit of liability per occurrence for bodily injury and property damage

(b) The following additional coverage must apply:

1986 (or later) ISO Commercial General Liability Form Dedicated Limits per Project Site or Location (CG 25 03 or CG 25 04) Additional Insured Endorsement (Form B CG 20 10 with a modification for completed operations or a separate endorsement covering Completed Operations) Blanket Contractual Liability Broad Form Property Damage Severability of Interest Underground, explosion, and collapse coverage Personal Injury (deleting both contractual and employee exclusions) Incidental Medical Malpractice Hostile Fire Pollution Wording

3. Auto Liability Insurance

(a) $500,000 limit of liability per occurrence for bodily injury and property damage

(b) Comprehensive form covering all owned, nonowned, leased, hired, and borrowed vehicles

(c) Additional Insured Endorsement

(d) Contractual Liability

4. Professional Liability Insurance - $1,000,000 (project specific for the Gwinnett County project) limit of liability per claim/aggregate or a limit of $1,000,000 per occurrence and $2,000,000 aggregate or a claim/aggregate limit of $3,000,000 per occurrence and $3,000,000 aggregate.

Insurance company must be authorized to do business in the State of Georgia.

Dedicated Limits per Project Site or Location (CG 25 03 or CG 25 04 or some other form)

5. Gwinnett County Board of Commissioners (and any applicable Authority) should be shown as an additional insured on General Liability and Auto Liability policies.

6. The cancellation should provide 10 days notice for nonpayment and 30 days notice of cancellation.

7. Certificate Holder should read:

Gwinnett County Board of Commissioners 75 Langley Drive Lawrenceville, GA 30046-6935

8. Insurance Company, except Worker' Compensation carrier, must have an A.M. Best Rating of A-5 or higher.

Certain Workers' Comp funds may be acceptable by the approval of the Insurance Unit. European markets including those based in London and domestic surplus lines markets that operate on a non-admitted basis are exempt from this requirement provided that the contractor’s broker/agent can provide financial data to establish that a market is equal to or exceeds the financial strengths associated with the A.M. Best’s rating of A-5 or better.

9. Insurance Company should be licensed to do business by the Georgia Department of Insurance.

*See above note regarding Professional Liability

RP038-22 PAGE 12

10. Certificates of Insurance, and any subsequent renewals, must reference specific bid/contract by project name and project/bid number.

11. The Contractor shall agree to provide complete certified copies of current insurance policy (ies) or a certified letter from the insurance company (ies) if requested by the County to verify the compliance with these insurance requirements.

12. All insurance coverages required to be provided by the Contractor will be primary over any insurance program carried by the County.

13. Contractor shall incorporate a copy of the insurance requirements as herein provided in each and every subcontract with each and every Subcontractor in any tier, and shall require each and every Subcontractor of any tier to comply with all such requirements. Contractor agrees that if for any reason Subcontractor fails to procure and maintain insurance as required, all such required Insurance shall be procured and maintained by Contractor at Contractor's expense.

14. No Contractor or Subcontractor shall commence any work of any kind under this Contract until all insurance requirements contained in this Contract have been complied with and until evidence of such compliance satisfactory to Gwinnett County as to form and content has been filed with Gwinnett County. The Acord Certificate of Insurance or a preapproved substitute is the required form in all cases where reference is made to a Certificate of Insurance or an approved substitute.

15. The Contractor shall agree to waive all rights of subrogation against the County, the Board of Commissioners, its officers, officials, employees, and volunteers from losses arising from work performed by the contractor for the County.

16. Special Form Contractors’ Equipment and Contents Insurance covering owned, used, and leased equipment, tools, supplies, and contents required to perform the services called for in the Contract. The coverage must be on a replacement cost basis. The County will be included as a Loss Payee in this coverage for County owned equipment, tools, supplies, and contents.

17. The Contractor shall make available to the County, through its records or records of their insurer, information regarding a specific claim related to any County project. Any loss run information available from the contractor or their insurer relating to a County project will be made available to the county upon their request.

18. Compliance by the Contractor and all subcontractors with the foregoing requirements as to carrying insurance shall not relieve the Contractor and all Subcontractors of their liability provisions of the Contract.

19. The Contractor and all Subcontractors are to comply with the Occupational Safety and Health Act of 1970, Public

Law 91-956, and any other laws that may apply to this Contract.

20. The Contractor shall at a minimum apply risk management practices accepted by the contractors’ industry.

Surety Bonds (If Required)

All of the surety requirements will stay the same except the Surety Company must have the same rating as item 8 above.

RP038-22 PAGE 13

***Gwinnett County requires that all Contracts between parties be entered into via the following documents. If any exceptions are taken to any part of this document, each must be stated in detail and submitted as part of your proposal/bid document. If no exceptions are noted it is assumed that the party fully agrees to the contract in its entirety. Exceptions to the sample contract provided in this request for proposal will be considered in terms of responsiveness when making award.***

SAMPLE

SERVICE PROVIDER CONTRACT

Provide Information Technology and Other Internal Auditing Services on an Annual Contract

This CONTRACT made and entered into this day of , 20__ by and between Gwinnett County, Georgia (Party of the First Part, hereinafter called the "County"), and (Party of the Second Part, hereinafter called the "Service Provider").

NOW THEREFORE, for and in consideration of the mutual promises and obligations contained herein and under the conditions hereinafter set forth, the parties do hereby agree as follows:

1. TERM:

This contract shall commence , for a one-year period with two options to renew for an additional one-year period.

2. ATTACHMENTS:

This Contract shall consist of the Service Provider's bid/proposal and all Invitations to Bid/Proposals including all drawings, specifications, price lists, Instructions to Bidders, General Conditions, Special Provisions, Detailed Specifications, addenda, and change orders issued after execution of the Contract (hereinafter collectively referred to as the "Bid"), which are specifically incorporated herein by reference (Exhibit A). In the event of a conflict between the County's contract documents and the Service Provider’s bid/proposal, the County's contract documents shall control.

3. PERFORMANCE:

Service Provider agrees to furnish all skill and labor of every description necessary to carry out and complete in good, firm and substantial, workmanlike manner, the work specified, in strict conformity with the Bid.

4. PRICE:

As full compensation for the performance of this Contract, the County shall pay the Service Provider for the actual quantity of work performed. Bid amount shown on Exhibit A is the total obligation of the County pursuant to OCGA section 36-60-13 (a) (3). The fees for the work to be performed under this Contract shall be charged to the County in accordance with the rate schedule referenced in the Bid (Exhibit A). The County agrees to pay the Service Provider following receipt by the County of a detailed invoice, reflecting the actual work performed by the Service Provider.

5. INDEMNIFICATION AND HOLD HARMLESS:

Service Provider agrees to protect, defend, indemnify, and hold harmless the COUNTY, its commissioners, officers, agents and employees from and against any and all liability, damages, claims, suits, liens, and judgments, for whatever nature, including claims for contribution and/or indemnification, for injuries to or death of any person or persons, or damage to the property or other rights of any person or persons to the extent arising out of and attributed to the negligent acts, errors, or omissions of the Service Provider. Service Provider's obligation to protect, defend, indemnify, and hold harmless, as set forth hereinabove shall include any matter arising out of any patent, trademark, copyright, or service mark, or any actual or alleged unfair competition disparagement of product or service, or other business tort of any type whatsoever, or any actual or alleged violation of trade regulations.

Service Provider further agrees to protect, defend, indemnify, and hold harmless the COUNTY, its commissioners, officers, agents, and employees from and against any and all claims or liability for compensation under the Worker's Compensation Act arising out of injuries sustained by any employee of the Service Provider.

RP038-22 PAGE 14

6. TERMINATION FOR CAUSE:

The County may terminate this Contract for cause upon ten (10) days prior written notice to the Service Provider of the Service Provider's default in the performance of any term of this Contract. Such termination shall be without prejudice to any of the County's rights or remedies provided by law.

7 TERMINATION FOR CONVENIENCE:

The County may terminate this Contract for its convenience at any time upon 30 days written notice to the Service Provider. In the event of the County's termination of this Contract for convenience, the Service Provider will be paid for those services actually performed. Partially completed performance of the Contract will be compensated based upon a signed statement of completion to be submitted by the Service Provider who shall itemize each element of performance.

8. CONTRACT NOT TO DISCRIMINATE:

During the performance of this Contract, the Service Provider will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, or disability which does not preclude the applicant or employee from performing the essential functions of the position. The Service Provider will also, in all solicitations or advertisements for employees placed by qualified applicants, consider the same without regard to race, creed, color, sex, national origin, age, or disability which does not preclude the applicant from performing the essential functions of the job. The Service Provider will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Contract so that such provision will be binding upon each subservice provider, providing that the foregoing provisions shall not apply to contracts or subservice providers for standard commercial supplies of raw materials.

9. ASSIGNMENT:

The Service Provider shall not sublet, assign, transfer, pledge, convey, sell or otherwise dispose of the whole or any part of this Contract or his right, title, or interest therein to any person, firm, or corporation without the previous consent of the County in writing.

10. WAIVER:

A waiver by either party of any breach of any provision, term, covenant, or condition of this Contract shall not be deemed a waiver of any subsequent breach of the same or any other provision, term, covenant, or condition.

11 SEVERABILITY:

The parties agree that each of the provisions included in this Contract is separate, distinct and severable from the other and remaining provisions of this Contract, and that the invalidity of any Contract provision shall not affect the validity of any other provision or provisions of this Contract.

12. GOVERNING LAW:

The parties agree that this Contract shall be governed and construed in accordance with the laws of the State of Georgia. This Contract has been signed in Gwinnett County, Georgia.

13. MERGER CLAUSE:

The parties agree that the terms of this Contract include the entire Contract between the parties, and as such, shall exclusively bind the parties. No other representations, either oral or written, may be used to contradict the terms of this Contract.

14. ACCOUNTABILITY:

The Service Provider agrees to maintain and make available to the County all documents and financial records sufficient to establish compliance with subsection 603(c) of the Social Security Act and subsection 601(d) of the Social Security Act, as amended, (42 U.S.C. 801(d)), Treasury’s regulations implementing that section, and guidance released by Treasury as well as the CDBG regulations, at 24 CFR Part 570, and guidance released by the U.S. Department of Housing and Urban Development.

Audit: The Service Provider will allow, obtain, and cooperate with any audit or investigation of grant administration requested or undertaken by the Funding Entity or County with power to conduct or request such audit or investigation. Upon request, the Service Provider agrees to provide the County with any

RP038-22 PAGE 15

information, documents and/or photographs the County deems necessary to monitor performance of this Contract.

Records Retention: The Service Provider agrees to maintain proper and accurate books, records and accounts reflecting its administration of Contract funds and compliance with all applicable laws. Such documentation shall be retained for a period of five (5) years after the final payment is made and shall be made available to the County upon request. Records to support compliance with federal regulations reference above may include, but are not limited to, copies of the following:

i. General ledger and subsidiary ledgers used to account for (a) the receipt of grant funded payments and (b) the disbursements from such payments to meet eligible expenses related to the public health emergency due to COVID-19;

ii. Budget records;

iii. Payroll, time records, human resource records to support costs incurred for payroll expenses related to addressing the public health emergency due to COVID-19;

iv. Receipts of purchases made related to addressing the public health emergency due to COVID-

19;

v. Contracts and subcontracts entered into using grant funded payments and all documents related to such contracts;

vi. Grant agreements and subrecipient agreements entered into using grant funded payments and all documents related to such awards;

vii. All documentation of reports, audits, and other monitoring of contractors, including subcontractors, and subrecipients;

viii. All documentation supporting the performance outcomes of the contracts, subcontracts, grant awards, and subawards;

ix. All internal and external email/electronic communications related to use of grant funded payments; and

x. All investigative files and inquiry reports involving grant funded payments.

Programmatic Reporting Requirements: The Service Provider agrees to adhere to applicable programmatic reporting requirements as defined by federal funding agencies and the County.

(Signatures Next Page)

RP038-22 PAGE 16

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized agents, have caused this CONTRACT to be signed, sealed and delivered.

GWINNETT COUNTY, GEORGIA

By:

Nicole L. Hendrickson, Chairwoman Gwinnett County Board of Commissioners

ATTEST:

Signature

Tina King, County Clerk Board of Commissioners

APPROVED AS TO FORM:

Signature Gwinnett County Staff Attorney

SERVICE PROVIDER:

BY:

Signature

Print Name

Title

ATTEST:

Signature

Print Name Corporate Secretary (Seal)

RP038-22 PAGE 17

GENERAL CONDITIONS

To Service Provider AGREEMENT

Article

1 Definitions

2 Contract Documents

3 Changes and Extra Work

4 Personnel and Equipment

5 Accuracy of Work

6 Findings Confidential

7 Termination of Agreement for Cause

8 Termination for Convenience of the COUNTY

9 SERVICE PROVIDER to Cooperate with other SERVICE PROVIDERS

10 Indemnification

11 Covenant Against Contingent Fees

12 Insurance

13 Prohibited Interests

14 Subcontracting

15 Assignability

16 Equal Employment Opportunity

17 Anti-Kickback Clause

18 Audits and Inspectors

19 Ownership, Publication, Reproduction and Use

20 Verbal Agreement or Conversation

21 Independent Service provider

22 Notices

RP038-22 PAGE 18

1 DEFINITIONS

Wherever used in this Agreement, whether in the singular or in the plural, the following terms shall have the following meanings:

1.1 COUNTY-means Gwinnett County, Georgia, a political subdivision of the State of Georgia.

1.2 SUPPLEMENTAL AGREEMENT-means a written order to SERVICE PROVIDER signed by COUNTY and accepted by SERVICE PROVIDER, effecting an addition, deletion or revision in the Work, or an adjustment in the Agreement Price or the Contract Time, issued after execution of this Agreement.

1.3 CONTRACT-means the Agreement Documents specifically identified and incorporated herein by reference in Section 2, CONTRACT DOCUMENTS.

1.4 AGREEMENT EXECUTION-means the date on which SERVICE PROVIDER executes and enters into an Agreement with the COUNTY to perform the Work.

1.5 AGREEMENT PRICE-means the total monies, adjusted in accordance with any provision herein, payable to the SERVICE PROVIDER under this Agreement.

1.6 CONTRACT TIME-means the period of time stated in this Agreement for the completion of the Work.

1.7 SERVICE PROVIDER-means the party or parties contracting directly with the COUNTY to perform Work pursuant to this Agreement.

1.8 DEPARTMENT- means the Director or designee of requesting department(s) named in this solicitation.

1.9 DRAWINGS-means collectively, all the drawings, receipt of which is acknowledged by the

COUNTY, listed in this Agreement, and also such supplementary drawings as the SERVICE PROVIDER may issue from time to time in order to clarify or explain such drawing or to show details which are not shown thereon.

1.10 SPECIFICATIONS-means the written technical provisions including all appendices thereto, both general and specific, which form a part of the Agreement Documents.

1.11 SUBSERVICE PROVIDER-means any person, firm, partnership, joint venture, company, corporation, or entity having a contractual agreement with SERVICE PROVIDER or with any of its subservice providers at any tier to provide a part of the Work called for by this Agreement.

1.12 WORK-means any and all obligations, duties and responsibilities, including furnishing equipment, engineering, design, workmanship, labor and any other services or things necessary to the successful completion of the Project, assigned to or undertaken by SERVICE PROVIDER under this Agreement.

1.13 LIAISON-Representative of the COUNTY who shall act as Liaison between the County and the SERVICE PROVIDER for all matters pertaining to this Agreement, including review of SERVICE PROVIDER'S plans and work.

RP038-22 PAGE 19

2 CONTRACT DOCUMENTS

2.1 LIST OF DOCUMENTS

The Agreement, any required bonds, the General Conditions, the Appendices, the Detailed Scope of Work, the Specifications, the Drawings, the Exhibits, and all Agreement Supplemental Agreements shall constitute the Agreement Documents.

2.2 CONFLICT AND PRECEDENCE

2.2.1 The Agreement Documents are complementary, and what is called for by one is as binding as if called for by all. In the event there are any conflicting provisions or requirements in the component parts of this Agreement, the several Agreement Documents shall take precedence in the following order:

1. Supplemental Agreements

2. Agreement

3. General Conditions

4. Detailed Scope of Work

5. Specifications

6. Drawings

3 CHANGES AND EXTRA WORK

The COUNTY may, at any time, request changes in the work to be performed hereunder. All such changes, including any increase or decrease in the amount of the SERVICE PROVIDER'S compensation, which are mutually agreed upon by and between the COUNTY and the SERVICE PROVIDER, shall be incorporated in written Supplemental Agreements to the Agreement.

4 PERSONNEL AND EQUIPMENT

The SERVICE PROVIDER represents that it has secured or will secure, at its own expense, all personnel necessary to complete this Agreement; none of whom shall be employees of, or have any contractual relationship with, the COUNTY. Primary liaison with the COUNTY will be through its designee. All of the services required hereunder will be performed by the SERVICE PROVIDER under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under law to perform such services.

The SERVICE PROVIDER shall employ only persons duly registered in the appropriate category in responsible charge of supervision and design of the work; and further shall employ only qualified surveyors in responsible charge of any survey work.

The SERVICE PROVIDER shall endorse all reports, contract plans, and survey data. Such endorsements shall be made by a person duly registered in the appropriate category by the Georgia State Board of Registration, being in the full employ of the SERVICE PROVIDER and responsible for the work prescribed by this Agreement.

RP038-22 PAGE 20

5 ACCURACY OF WORK

The SERVICE PROVIDER shall be responsible for the accuracy of the work and shall promptly correct errors and omissions in its plans and specifications without additional compensations.

Acceptance of the work by the COUNTY will not relieve the SERVICE PROVIDER of the responsibility for subsequent correction of any errors and the clarification of any ambiguities.

6 FINDINGS CONFIDENTIAL

The SERVICE PROVIDER agrees that its conclusions and any reports are for the confidential information of the COUNTY and that it will not disclose its conclusions in whole or in part to any persons whatsoever, other than to submit its written documentation to the COUNTY, and will only discuss the same with it or its authorized representatives. Upon completion of this Agreement term, all documents, reports, maps, data and studies prepared by the SERVICE PROVIDER pursuant thereto shall become the property of the COUNTY and be delivered to the DEPARTMENT.

Articles, papers, bulletins, reports, or other materials reporting the plans, progress, analyses, or results and findings of the work conducted under this Agreement shall not be presented publicly or published without prior approval in writing of the COUNTY.

It is further agreed that if any information concerning the PROJECT, its conduct, results, or data gathered or processed should be released by the SERVICE PROVIDER without prior approval from the COUNTY, the release of same shall constitute grounds for termination of this Agreement without indemnity to the SERVICE PROVIDER, but should any such information be released by the COUNTY or by the SERVICE PROVIDER with such prior written approval, the same shall be regarded as public information and no longer subject to the restrictions of this Agreement.

7 TERMINATION OF AGREEMENT FOR CAUSE

If through any cause the SERVICE PROVIDER shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the SERVICE PROVIDER shall violate any of the covenants, agreements or stipulations of this Agreement, the COUNTY shall thereupon have the right to terminate this Agreement by giving written notice to the SERVICE PROVIDER of such termination, and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. Failure to maintain the scheduled level of effort as proposed and prescribed, or deviation from the aforesaid scheduler without prior approval of the COUNTY shall constitute cause for termination. In such event, all finished or unfinished documents, maps, data, studies, work papers and reports prepared by the SERVICE PROVIDER under this Agreement shall become the property of the COUNTY, and the SERVICE PROVIDER shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents, as determined by the COUNTY.

8 TERMINATION FOR CONVENIENCE OF THE COUNTY

The COUNTY may terminate this Agreement for its convenience at any time upon 30 days notice in writing to the SERVICE PROVIDER. If the Agreement is terminated by the COUNTY as provided in this Article 8, the SERVICE PROVIDER will be paid compensation for those services actually performed. Partially completed tasks will be compensated for based on a signed statement of completion to be submitted by the SERVICE PROVIDER which shall itemize each task element and briefly state what work has been completed and what work remains to be done.

RP038-22 PAGE 21

All such expenses shall be properly documented and submitted to the COUNTY for processing and payment. The County shall be the final authority in the event of any disputes over authorized costs between the COUNTY and the Service Provider.

9 SERVICE PROVIDERS TO COOPERATE WITH OTHER SERVICE PROVIDERS

If the COUNTY undertakes or awards other contracts for additional related work, the SERVICE PROVIDER shall fully cooperate with such other SERVICE PROVIDERS and the COUNTY employees or appointed committee(s), and carefully fit its own work to such additional work as may be directed by the COUNTY.

The SERVICE PROVIDER shall not commit or permit any act which will interfere with the performance of work by any other SERVICE PROVIDER or COUNTY employees.

10 INDEMNIFICATION

SERVICE PROVIDER agrees to protect, defend, indemnify, and hold harmless the COUNTY, its commissioners, officers, agents and employees from and against any and all liability, damages, claims, suits, liens, and judgments, for whatever nature, including claims for contribution and/or indemnification, for injuries to or death of any person or persons, or damage to the property or other rights of any person or persons to the extent arising out of and attributed to the negligent acts, errors or omissions of the SERVICE PROVIDER. SERVICE PROVIDER'S obligation to protect, defend, indemnify, and hold harmless, as set forth herein above shall include any matter arising out of any patent, trademark, copyright, or service mark, or any actual or alleged unfair competition disparagement of product or service, or other business tort of any type whatsoever, or any actual or alleged violation of trade regulations.

SERVICE PROVIDER further agrees to protect, defend, indemnify, and hold harmless the COUNTY, its commissioners, officers, agents, and employees from and against any and all claims or liability for compensation under the Worker's Compensation Act arising out of injuries sustained by any employee of the SERVICE PROVIDER.

11 COVENANT AGAINST CONTINGENT FEES

The SERVICE PROVIDER warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by SERVICE PROVIDER for the purpose of securing business and that the SERVICE PROVIDER has not received any non-COUNTY fee related to this Agreement without the prior written consent of the COUNTY. For breach or violation of this warranty, the COUNTY shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee.

12 INSURANCE

The SERVICE PROVIDER shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy (s) that will ensure and indemnify both GWINNETT COUNTY and SERVICE PROVIDER against…