Matrix Professional Services Contract 12 2 20.pdf

PROFESSIONAL SERVICES AGREEMENT

Systemic Review and Update of Operations for Newton County Fire Services

THIS AGREEMENT is made and entered into this~ day of ~ , 20~ (the "Effective Date" ), by and between NEWTON COUNTY, GEORGIA, a political subdivision of the State of Georgia, acting by and through its governing authority, the County Board of Commissioners (hereinafter referred to as the "County" ), and MATRIX CONSULTING GROUP, LTD, a California corporation with principal office located at 1650 S. Amphlett Boulevard, Suite 213, San Mateo, California, 94402 (hereinafter referred to as the "Consultant"), collectively referred to herein as the "Parties."

WITNESS ETH:

WHEREAS, County desires to retain Consultant to provide certain services for the completion of a Project (defined below); and

WHEREAS, the County solicited proposals for completion of the Project pursuant to the Request fo r Proposal 26-03, dated September 4, 2025, attached hereto as "Exhibit A" and incorporated herein by reference; and

WHEREAS, the Consultant submitted a complete and timely proposal, attached hereto as "Exhibit B" and incorporated herein by reference, and met proposal requirements such that the County awarded Project Number 26-03 to the Consultant; and

WHEREAS, County finds that specialized knowledge, skills, and training are necessary to perform the Work (defined below) contemplated under this Agreement; and

WHEREAS, Consultant has represented that it is qualified by training and experience to perform the Work; and

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

WHEREAS, the public interest will be served by this Agreement; and

WHEREAS, Consultant has familiarized itself with the nature and extent of the Agreement and the Work, and with all local conditions and federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of Work.

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

I. SCOPE OF SERVICES AND TERMINATION DATE

A. Agreement. The Agreement shall consist of this Professional Services Agreement and each of the Exhibits hereto, which are incorporated herein by reference, including:

Exhibit "A" - County Solicitation Documents Exhibit "B" - Consultant Response/Proposal Exhibit "C" - Scope of Work

B. Project Description. The project at issue in this Agreement is generally described as the performance of a systemic review and update of the County's fire services operations (the "Project").

C. The Work. The Work to be completed under this Agreement (the "Work") includes, but shall not be limited to, the work described in the Scope of Work provided in Exhibit "C", attached hereto and incorporated herein by reference. Unless otherwise stated in Exhibit "C" or in a Task Order, the Work includes all material, labor, insurance, tools, equipment, machinery, water, heat, utilities, transportation, facilities, services and any other miscellaneous items and work necessary to complete the Work. Some details necessary for proper execution and completion of the Work may not be specifically described in the Scope of Work, but they are a requirement of the Work if they are a usual and customary component of the contemplated services or are otherwise necessary for proper completion of the Work. Consultant understands that time is of the essence of this Agreement and warrants and represents that it will perform the Work in a prompt and timely manner, which shall not impose delays on the progress of the County's capital improvement program.

D. Term. The term of this Agreement shall commence as of the Effective Date and shall terminate one (1) year following the Effective Date ("Term"), provided that certain obligations will survive termination/expiration of this Agreement.

II. WORK CHANGES

A. Change Order Defined. A "Change Order" means a written modification of the Agreement, signed by representatives of County and Consultant with appropriate authorization.

B. Right to Order Changes. County reserves the right to request order changes in the Services to be performed under this Agreement by altering, adding to, or deducting from the Services pursuant to a Change Order. All such changes shall be incorporated in written Change Orders and executed by Consultant and County. Such Change Orders shall specify the changes ordered and any necessary adjustment of compensation and completion time.

C. Change Order Requirement. Any work added to the scope of this Agreement by a Change Order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written Change Order duly executed on behalf of County and Consultant.

D. Authority to Approve Change Order. Any Change Order affecting the price where the Maximum Contract Price (as amended) is equal to or less than $5,000 must be approved by the Head of the Department supervising the performance of this Agreement. Any Change Order affecting the price where the Maximum Contract Price (as amended) is between $5,000.01 and $24,999.99 must be approved by the Chairman of the County Board of Commissioners. Any Change Order affecting the price where the Maximum Contract Price (as amended

111. COMPENSATION AND METHOD OF PAYMENT

A. Payment Terms. County agrees to pay Consultant for the Services performed .

Compensation for Services performed shall be paid to Consultant upon County's receipt of invoices, setting forth in detail the services performed and costs incurred, along with all supporting documents requested by County to process the invoice. Invoices shall be submitted on a monthly basis, and such invoices shall reflect costs incurred versus costs budgeted . Any material deviations in the Services described in this Agreement shall be clearly communicated to County before charges are incurred and shall be handled through Change Orders as described in Section II above. County shall pay Consultant within thirty (30) days after receipt of the invoice by County staff.

B. Maximum Contract Price. The maximum amount paid under this Agreement as Compensation is Sixty-One Thousand Two Hundred Fifty Dollars ($61,250.00).

C. Reimbursement for Costs. The Maximum Contract Price set forth in Section lll(B) above includes all cost s, direct and indirect, needed to perform the Work, and there shall be no separate re imbursement for costs other than those unit price costs stated in Exhibit "B" and any separate costs called out in the pertinent Task Order.

IV. COVENANTS OF CONSULTANT

A. Expertise of Consultant; Licenses, Certification and Permits. Consultant accepts the relationship of trust and confidence establ ished between it and County, recognizing that County's intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the Work in pursuit of the timely and competent completion of the Work undertaken by Consultant under this Agreement. Consultant shall employ only persons duly qualified in the appropriate area of expertise to perform the Work described in this Agreement.

Consult ant covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like requ ired of Consultant by any and a II nationa I, state, regional, county, or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Work contracted for under this Agreement. Further, Consultant agrees that it will perform all Work in accordance with the standard of care and quality ordinarily expected of competent professionals and in compliance with all federal, state, and local laws, regulations, codes, ordinances, or orders applicable to the Work, including, but not limited to, any applicable records retention requirements and Georgia's Open Records Act (O.C.G.A. § 50- 18-71, et seq.). Any additional work or costs incurred as a result of error and/or omission by Consultant as a result of not meeting the applicable standard of care or quality will be provided by Consultant at no additional cost to County. This provision shall survive termination of this Agreement.

B. Budgetary Limitations. Consultant agrees and acknowledges that budgetary limitations are not a justification for breach of sound principals of Consu ltant's profession and industry. Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that, in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consu ltant's profession and industry, Consultant will give written notice immediately to County.

C. County's Reliance on the Work. Consultant acknowledges and agrees that County does not undertake to approve or pass upon matters of expertise of Consultant and that, therefore, County bears no responsibility for Consultant's Work performed under this Agreement. Consultant acknowledges and agrees that the acceptance of Work by County is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. County will not, and need not, inquire into adequacy, fitness, suitability or correctness of Consultant's performance.

Consultant further agrees that no approval of designs, plans, specifications or other work product by any person, body or agency shall relieve Consultant of the responsibility for adequacy, fitness, suitability, and correctness of Consultant's Work under professional and industry standards, or for performing services under this Agreement in accordance with sound and accepted professional and industry principles.

D. Consultant's Reliance on Submissions by County. Consultant must have timely information and input from County in order to perform the Work required under this Agreement.

Consultant is entitled to rely upon information provided by County, but Consultant shall provide immediate written notice to County if Consultant knows or reasonably should know that any information provided by County is erroneous, inconsistent, or otherwise problematic.

E. Consultant's Representative. Robert Fino shall be authorized to act on Consultant's behalf with respect to the Work as Consultant's designated representative, provided that th is designation shall not relieve either Party of any written notice requirements set forth elsewhere in this Agreement.

F. Assignment of Agreement. Consultant 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 County.

As to any approved subcontractors, Consultant shall be solely responsible for reimbursing them, and County shall have no obligation to them.

G. Responsibility of Consultant and Indemnification of County. Consultant covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement.

Consultant 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. Consultant shall indemnify and hold harmless County and County's elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers (individually an " Indemnified Party" and collectively " Indemnified Parties") from and against any and all cla ims, 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" ), to the extent Liabilities are caused by or result from the negligence, recklessness, or intentionally wrongful conduct of the Consultant or other persons employed or uti lized by the Consultant in the performance of this Agreement. This 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.

H. Independent Contractor. Consultant 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 County. Nothing in this Agreement shall be construed to make Consultant or any of its employees, servants, or subcontractors, an employee, servant or agent of County for any purpose.

Consultant 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/or materials necessary to complete the Work; 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. Consultant 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 County by virtue of this Agreement with Consultant. Any provisions of this Agreement that may appear to give County the right to direct Consultant as to the details of the services to be performed by Consultant or to exercise a measure of control over such services will be deemed to mean that Consultant shall follow the directions of County with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and County may hire additional entities to perform the Work related to this Agreement.

Inasmuch as County and Consultant are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto. Consultant agrees not to represent itself as County's agent for any purpose to any party or to allow any employee of Consultant to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. Consultant shall assume full liability for any contracts or agreements Consultant enters into on behalf of County without the express knowledge and prior written consent of County.

I. Insurance.

(1)

(2)

Requirements: Consultant 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 Consultant, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by County as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the County Manager.

Minimum Limits of Insurance: Consultant shall maintain the following insurance policies with coverage and limits no less than :

(a) Comprehensive General Liability coverage of at least $1,000,000 (one million dollars) combined single limit per occurrence and $1,000,000 (two million dollars) aggregate for comprehensive coverage including for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom.

(c) Professional Liability of at least $2,000,000 (two million dollars) limit per claim and aggregate for claims arising out of professional services and caused by Consultant' s errors, omissions, or negligent acts.

(d) Workers' Compensation limits as required by the State of Georgia and Employers' Liability limits of $100,000 (one hundred thousand dollars) per occurrence or disease. No individuals associated with Consultant (Proprietor/Partner/Executive/Officer/Member/etc.) may be excluded from coverage. If, notwithstanding this provision, individuals are excluded, those individuals are strictly prohibited from performing the Work. (If Consultant is a sole proprietor, who is otherwise not entitled to coverage under Georgia's Workers' Compensation Act, Consultant must secure Workers' Compensation coverage approved by both the State Board of Workers' Compensation and the Commissioner of Insurance.

The amount of such coverage shall be the same as what is otherwise required of employers entitled to coverage under the Georgia Workers' Compensation Act.)

(e) Commercial Umbrella Liability Coverage: $3,000,000 (three million dollars) per occurrence shall be provided and will apply over all liability policies, without exception, including but not limited to Commercial General Liability and Employers' Liability.

(3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by County in writing so that County may ensure the financial solvency of Consultant; self-insured retentions should be included on the certificate of insurance.

(4) Other Insurance Provisions: Each policy shall conta in, or be endorsed to contain, the following provisions respectively:

(a) General Liability and (if applicable) Umbrella Liability Coverage.

(i) Additional Insured Requirement. County and County's elected and appointed officials, officers, boa rds, commissioners, employees, representatives, consultants, servants, agents and volunteers (individually " Insured Party" and collectively " Insured Parties" ) shall be named as additional insureds as respects : liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, leased, or used by Consultant;. The coverage shall contain no special limitations on the scope of protection afforded to the Insured Parties. Nothing contained in this section shall be construed to requ ire the Consultant to provide liability insurance coverage to any Insured Party for claims asserted against such Insured Party for its sole negligence.

(ii) Primary Insurance Requirement. Consultant's insurance coverage shall be primary noncontributing insurance as

(b) respects to any other insurance or self-insurance available to the Insured Parties. Any insurance or self insurance maintained by the Insured Parties shall be in excess of Consultant's insurance and shall not contribute with it.

(iii) Reporting Requirement. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Insured Parties.

(iv) Separate Coverage. Coverage shall state that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to limits of insurance provided .

(v) Defense Costs/Cross Liability. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion.

(vi) Subrogation. The insurer shall agree to waive all rights of subrogation against the Insured Parties for losses arising from Work performed by Consultant for County.

Workers' Compensation Coverage. 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 Consultant for County.

(5) All Coverages.

(i) Notice Requirement. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, or canceled except after thirty (30) calendar days prior written notice (or 10 calendar days if due to non-payment) has been given to County. County reserves the right to accept alternate notice terms and provisions, provided they meet the minimum requirements under Georgia law.

(ii) Starting and Ending Dates. Policies shall have concurrent starting and ending dates.

(iii) Incorporation of Indemnification Obligations. Pol icies shall include an endorsement incorporating the indemnification obligations assumed by Consultant under the terms of this Agreement, including but not limited to Section IV(G) of this Agreement.

J.

(6) Acceptability of Insurers: The insurance to be maintained by Consultant must be issued by a company licensed or approved by the Insurance Commissioner to transact business in the State of Georgia. Such insurance policies shall be placed with insurer(s) with an A.M . Best Policyholder's rate of no less than "A-" and with a financial rating of Class VII or greater. The Consultant shall be responsible for any delay resulting from the failure of its insurer to provide proof of coverage in the prescribed form.

(7) Verification of Coverage : Consultant sha ll furn ish to County for County approval certificates of insurance and endorsements to the policies evidencing all coverage required by this Agreement prior to the start of work. Without limiting the general scope of this requirement, Consultant is specifica lly required to provide an endorsement naming County as an additional insured when required . The certificates of insurance and endorsements for each insurance policy are to be on a form utilized by Consultant's insurer in its normal course of business and 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. County reserves the right to require complete, certified copies of all required insurance policies at any time. Consultant shall provide proof that any expiring coverage has been renewed or replaced prior to the expiration of the coverage.

(8) Consultant's Duty to Provide Notice of Reduction in Coverage : Consultant shall provide written notice to County at least thirty (30) days prior to any reduction, suspension, voiding, or cancellation of coverage. Consultant shall require the same notice to the County in all subcontractor contracts.

(9) Subcontractors: Consultant shall either (1) ensure that its insurance pol icies (as described herein) cover all subcontractors and the Work performed by such subcontractors or (2) ensure that any subcontractor secures separate policies covering that subcontractor and its Work. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including, but not limited to, naming the Insured Parties as additional insureds.

(10) Claims-Made Policies: Consultant shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later, and have an effective date which is on or prior to the Effective Date.

Records, Reports and Audits.

(1) Records:

(a) Books, records, documents, account legers, data bases, and similar materials relating to the Work performed for County under this Agreement ("Records") shall be established and maintained by Consultant in accordance with applicable law and requirements prescribed by County with respect to all matters covered by this Agreement. Such Records shall include, but not be limited to, current and complete books of account of all transactions with respect to the Work.

Such books of account shall be kept in accordance with sound accounting practices consistent ly applied, and otherwise in such manner as shall be reasonably required by the County. 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 Consultant 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, Consultant shall furnish to County any and all Records in the form requested by County. All Records provided electronically must be in a format compatible with County's computer systems and software.

(3) Audits and Inspections: At any time during normal business hours and as often as County may deem necessary, Consu ltant shall make available to County or County's representative(s) for examination all Records. Consultant will permit County or County's representative(s) to audit, examine, and make excerpts or transcripts from such Records. Consultant shall provide proper facilities for County or County's representative(s) to access and inspect the Records, or, at the request of County, shall make the Records available for inspection at County's office. Further, Consultant shall permit County or County's representative(s) to observe and inspect any or all of Consultant's facilities and activities during normal hours of business for the purpose of evaluating Consultant's compliance with the terms of this Agreement. In such instances, County or County's representative(s) shall not interfere with or disrupt such activities.

K. Ethics Code; Conflict of Interest. Consultant agrees that it sha ll not engage in any activity or conduct that would result in a violation of the Newton County Code of Ethics or any other similar law or regulation . Consultant certifies that to the best of its knowledge no circumstances exist which will cause a conflict of interest in performing the Work. Should Consultant become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Consultant shall immediately notify County. If County determines that a conflict of interest exists, County may require that Consultant take action to remedy the conflict of interest or terminate the Agreement without liability. County shall have the right to recover any fees paid for services rendered by Consultant when such services were performed while a conflict of interest existed if Consultant had knowledge of the conflict of interest and did not notify County within five (5) business days of becoming aware of the existence of the conflict of interest.

As required by O.C.G.A. § 36-80-28, if the Agreement requires the Consultant to prepare, develop, or draft specifications or requirements for a solicitation (including bids, requests for proposals, procurement orders, or purchase orders) or to serve in a consultative role during a bid or proposal evaluation or negotiation process: (a) the Consultant shall avoid any appearance of impropriety and shall follow all ethics and conflict-of-interest policies and procedures of the County; (b) the Consultant shall immediately disclose to the County any materia l transaction or relationship, including, but not limited to, that of the Consultant, the Consultant's employees, or the Consu ltant'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, invo lvement in litigation or other dispute, client relationships, or other business or financial interest, and shall immediately disclose any material transaction or re lationship subsequently discovered during the pendency of the Agreement; and (c) the Consultant agrees and acknowledges that any vio lation or threatened violation of this paragraph may cause irreparable injury to the County, entit ling the County to seek injunctive relief in addition to all other legal remedies.

L. Confidentiality. Consultant acknowledges t hat it may receive confidential information of County and that it wil l 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.

Consultant agrees that confidential information it learns or receives or such reports, information, opinions or conclusions that Consultant creates under this Agreement shall not be made available to, or discussed with, any individual or organization, includ ing the news media, without prior written approval of County.

Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of County information whether specifically deemed confidential or not.

Consultant acknowledges that County's disclosure of documentation is governed by Georgia's Open Records Act, and Consultant further acknowledges t hat if Consultant submits records containing trade secret information, and if Consultant wishes to keep such records confidential, Consultant 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 of the Georgia Code, and the Parties shall follow the requirements of O.C.G.A. § 50-18-72(a)(34) related thereto.

M. Meetings. Consultant is required to meet with County's personnel, or designated representatives, to resolve technical or contractua l problems that may occur during the Term of this Agreement at no additional cost to County. Meetings will occur as problems arise and will be coordinated by County. County shall inform Consultant's Representative of the need for a meeting and of the date, time and location of the meeting at least three (3 ) full business days prior to the date of the meeting.

Face-to-face meetings are desired . However, at Consultant's option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or fai lure to make a good faith effort to resolve problems, may result in termination of this Agreement for cause.

N. Authority to Contract. The individual executing this Agreement on behalf of Consultant covenants and declares that it has obtained all necessary approvals of Consultant's board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Consultant to the terms of this Agreement, if applicable.

0. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, work product and other materials, including, but not limited to, those in electronic form, prepared or in the process of being prepared for the Work to be performed by Consultant ("Materials") shall be the property of County, and County shall be entitled to full access and copies of all Materials in the form prescribed by County. Any Materials remaining in the hands of Consultant or subcontractor upon completion or termination of the Work shall be delivered immediately to County whether or not the Work is commenced or completed; provided, however, that Consultant may retain a copy of any deliverables for its records.

Consultant assumes all risk of loss, damage or destruction of or to Materials. If any Materials are lost, damaged or destroyed before final delivery to County, Consultant shall replace them at its own expense.

Any and all copyrightable subject matter in all Materials is hereby assigned to County, and Consultant agrees to execute any additional documents that may be necessary to evidence such assignment.

P. Nondiscrimination. In accordance with Title VI of the Civil Rights Act of 1964, 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, Consultant agrees that, during performance of this Agreement, Consultant, 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, Consultant agrees to comply with all applicable implementing regulations and shall include the provisions of this paragraph in every subcontract for services contemplated under this Agreement.

V. COVENANTS OF COUNTY

A. Right of Entry. County shall provide for right of entry for Consultant and all necessary equipment as required for Consultant to complete the Work; provided that Consultant shall not unreasonably encumber the project site(s) with materials or equipment.

B. County's Representative. James Brown shall be authorized to act on County's behalf with respect to the Work as County's designated representative; provided that any changes to the Work or the terms of this Agreement must be approved as provided in Section II above.

VI. TERMINATION

A. For Convenience. County may terminate this Agreement for convenience at any time upon providing written notice thereof at least seven (7) calendar days in advance of the termination date.

B. For Cause. Consultant shall have no right to terminate this Agreement prior to completion of the Work, except in the event of County's failure to pay Consultant within thirty (30) calendar days of Consultant providing County with notice of a delinquent payment and an opportunity to cure. In the event of Consultant's breach or default under this Agreement, County may terminate this Agreement for cause. County shall give Consultant at least seven (7) calendar days' written notice of its intent to terminate the Agreement for cause and the reasons therefor. If Consultant fails to cure the breach or default within that seven (7) day period, or otherwise remedy the breach or default to the reasonable satisfaction of County, then County may, at its election : (a) in writing terminate the Agreement (or Task Order) in whole or in part; (b) cure such default itself and charge Consultant for the costs of curing the default against any sums due or which become due to Consultant under this Agreement; and/or (c) pursue any other remedy then available, at law or in equity, to County for such default.

C. Statutory Termination. If the County's payment obligations continue beyond the calendar year in which this Agreement is executed, the Parties agree that this Agreement, as required by O.C.G.A. § 36-60-13, shall terminate absolutely and without further obligation on the part of County on December 31 each calendar year of the Term, and further, that this Agreement (and any associated Task Orders) shall automatically renew on January 1 of each subsequent calendar year absent County's provision of written notice of non-renewal to Consultant at least five (5) days prior to the end of the then current calendar year. Title to any supplies, materials, equipment, or other personal property shall remain in Consultant until fully paid for by County. Further, this Agreement shall terminate immediately and absolutely at such time as appropriated or otherwise unobligated funds are no longer available to satisfy the obligation of County.

D. Payment Upon Termination. Upon termination, County shall provide for payment to Consultant for services rendered and, where authorized, expenses incurred prior to the termination date;

provided that, where this Agreement is terminated for cause, County may deduct from such payment any portion of the cost for County to complete (or hire someone to complete) the Work, as determined at the time of termination, not otherwise covered by the remaining unpaid Maximum Contract Price.

E. Conversion to Termination for Convenience. If County terminates this Agreement for cause and it is later determined that County did not have grounds to do so, the termination will be converted to and treated as a termination for convenience under the terms of Section Vl(A) above.

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

G. Reservation of Rights and Remedies. The rights and remedies of County and Consultant provided in this Article are in addition to any other rights and remedies provided under this Agreement or at law or in equity. Specifically, and without limiting the generality of the foregoing, County may, with or without terminating this Agreement, bring an action against Consultant to recover from Consultant all damages, recoverable at law, suffered, incurred or sustained by County as a result of, by reason of, in connection with, or arising out of Consultant's default.

H. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations and insurance maintenance requirements.

VII. MISCELLANEOUS

A. Entire Agreement. This Agreement, including any 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 (other than subsequent, valid Task Orders or Change Orders) shall be valid or binding. This Agreement may be modified or amended only by 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.

C. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to choice of law principles. 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 Newton County, Georgia, or the U.S. District Court for the Northern District of Georgia -Atlanta Division, and Consultant submits to the jurisdiction and venue of such court.

D. Captions and Severability. All headings herein are intended for convenience and ease of 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(s) or section(s) of this Agreement, or any part thereof, later be deemed illegal, invalid or unenforceable by a court of competent jurisdiction, the offending portion of the Agreement should be severed, and the remainder of this Agreement shall remain in full force and effect to the extent possible as if this Agreement had been executed with the invalid portion hereof eliminated, it being the intention of the Parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions that may for any reason be hereafter declared inva lid.

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

F. Notices.

(1) Communications Relating to Day-to-Day Activities. All communications relating to the day-to-day activities of the Work shall be exchanged between County's Representative (named above) for County and Consultant's Representative (named above) for Consultant.

(2) Official Notices. All other notices, requests, demands, writings, or correspondence, as required by this Agreement, shall be in writing and shall be deemed received, and shall be effective, when : (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified 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 COUNTY shall be sent to :

Newton County Attn : James Brown 1124 Clark Street

Covington, GA 30014

NOTICE TO CONSULTANT shall be sent to:

Matrix Consulting Group, Ltd Attn: Alan D. Pennington 1650 S. Amphlett Boulevard Suite 213 San Mateo, CA 94402

G. Waiver of Agreement. No failure by County to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Consultant with this Agreement, and no custom or practice of County at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect County's right to demand exact and strict compliance by Consultant 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.

I. 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.

J. Sovereign Immunity; Ratification. Nothing contained in this Agreement shall be construed to be a waiver of County's sovereign immunity or any individual's qualified, good faith or official immunities. Ratification of this Agreement by a majority of the County Board of Commissioners shall authorize the Chair to execute this Agreement on behalf of County.

K. No Personal Liability. Nothing herein shall be construed as creating any individual or personal liabil ity on the part of any of County's elected or appointed officials, officers, boa rds, commissions, employees, representatives, consultants, servants, agents, attorneys or volunteers. No such individual shall be personally liable to Consultant or any successor in interest in the event of any defau lt or breach by County or for any amount which may become due to Consultant or successor or on any obligation under the terms of this Agreement. Likewise, Consultant's performance of services under this Agreement shall not subject Consultant's individual employees, officers, or directors to any personal contractual liability, except where Consultant is a sole proprietor. The Parties agree that, except where Consultant is a sole proprietor, their sole and exclusive remedy, claim, demand or su it for contractual liability shall be directed and/or asserted only against Consultant or County, respectively, and not aga inst any elected or appointed official , officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers.

L. 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. Consultant represents that it has reviewed and become familiar with this Agreement. In the event of a conflict in the terms of this Agreement and/or the exhibits attached hereto, the terms most beneficial to County shall govern . 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. In the interest of brevity, the Agreement may omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. Words or terms used as nouns in the Agreement shall be inclusive of their singular and plural forms, unless the context of their usage clearly requires contrary meaning.

M. Force Majeure. Neither County nor Consultant shall be liable for its 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 fai lure to perform) any of its respective duties or obligations under this Agreement or for any delay in such performance due to: (i) any cause beyond its respective reasonable control ; (ii) any act of God; (iii) any change in applicable governmental rules or regu lations rendering the performance of any portion of this Agreement legally impossib le; (iv) earthquake, fire, explosion or flood; (v) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of Consultant; (vi) delay or failure to act by any governmental or military authority; or (vii) 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.

N. Material Condition. Each term of t his Agreement is material, and Consultant'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 County at law or in equity.

0. Exhibits. Each and every exhibit referred to or otherwise mentioned in this Agreement is attached to this Agreement and is and sha ll be construed to be made a part of this Agreement by such reference or other mention at each point at which such reference or other mention occurs, in the same manner and with the same effect as if each exhibit were set forth in full and at length every time it is referred to or otherwise mentioned.

P. Defined Terms. Capitalized terms used in this Agreement shall have the meanings ascribed to them at the point where first defined, irrespective of where their use occurs, with the same effect as if the definitions of such terms were set forth in full and at length every time such terms are used.

Q. Pronouns. Wherever appropriate in this Agreement, personal pronouns shall be deemed to include the other genders and the singular to include the plural.

[SIGNATURES ON FOLLOWING PAGE)

EXHIBIT "A"

(County Solicitation Documents)

EXHIBIT "B"

(Consultant's Proposal)

EXHIBIT "C"

(Scope of Work )