RFQP 47_010 On_Site Pharmacy Services Provide.pdf

Hall County Government

FINANCIAL SERVICES

PURCHASING DIVISION

POST OFFICE DRAWER 1435

GAINESVILLE, GA 30503

t: 770.535.8270 | f: 770.531.6711

FINANCIAL SERVICES DIRECTOR

Taylor Samples, CPA

ASSISTANT FINANCE DIRECTOR

Elizabeth White

PURCHASING MANAGER

Andrew Youngblood

Request for Qualifications with Cost Proposal

RFQ/P #47-010

For the provision of

On-Site Pharmacy Services Provider

Hall County, Georgia (herein “County”), a municipal entity of the State of Georgia, located at 2875 Browns Bridge Road, Gainesville, GA 30504, is seeking qualified Vendors to provide on-site pharmacy services at the Hall County Government Family Health Center Clinic located at 2434 Old Cornelia Highway in Gainesville, Georgia (herein “Services”).

Schedule of Events:

Bid Post Date: Monday, May 4, 2026 Bidder’s Questions Due Date: Wednesday, May 13, 2026 Response to Bidder Questions Due: Tuesday, May 19, 2026 Bid Due Date: Thursday, June 4, 2026, by 2:00pm Eastern Time

Bidding Process: Hall County is now accepting sealed bids from qualified Vendors (herein “Bidder” or “Vendor”) for the Services in the County’s Purchasing Division on the fourth (4th) floor of the Hall County Government Center, located at 2875 Browns Bridge Road, Gainesville, GA 30504 until 2:00pm EST on Thursday, June 4, 2026. All bid packets must be sealed and be time and date stamped by the Hall County receptionist located on the 4th floor to be considered.

General Qualifications: Bidders must be in the regular business of providing similar Services. Bidders must be licensed and insured in the State of Georgia.

Pre-Bid Meeting: Not required for this solicitation.

Term: It is the County’s intention to award one (1) firm for the Services listed herein, for an initial one (1) year term, followed by four (4) additional renewal options. Renewal options are not automatic nor guaranteed.

Questions: All communications must be directed solely to Andrew Youngblood, Issuing Officer at andrew.youngblood@hallcounty.org for questions or clarifications of the RFQ/P requirements.

Addenda: If needed and in the best interest of the County, the Purchasing Division may make an extension of the bidding period by a formal written addendum and publicly posted on the County’s website. All addenda must be signed by the Bidder and returned with the bid packet.

Proposal Documents: Bidders may obtain all submittal documents at no cost via the County’s Website at https://www.hallcounty.org/Bids.aspx, then click the link for On-Site Pharmacy Services Provider and download all required documents under “Related Documents”. Any addenda will also be posted in this same area. Bidders are responsible for checking the County’s website for addenda.

Bid Response: The County considers a bid response as an irrevocable offer, valid for a period of one hundred and twenty (120) days from submission. The County reserves the right to reject all proposals, in full or part, and to negotiate fees, conditions, or other terms with the Bidder(s) submitting the overall best scored proposal. The County reserves the right to cancel this RFQ/P in its entirety if in the best interest of the County. The County may waive nonmaterial irregularities, informalities, and errors and may seek clarification of such.

Cost Proposals: Bidders’ cost shall be fixed and firm for the initial contract term.

Public Reading: Bid openings are open to the public and to Bidders. Bidders are not required to attend but may do so. The Issuing Officer named herein, or another Purchasing team member, will open and publicly read all Bidder’s company names, their locations, and proposed costs on the date, time, and at the address above. Cost will not be read at this time.

Request for Clarification: The County reserves the right to request clarification or additional information provided by any Bidder. The County may also request in-person or virtual presentations, interviews, and may choose to enter into negotiations with potential Bidders as needed.

Bid Retention: Bidders may not withdraw their bid after the bid opening. Bids must be valid for one hundred twenty (120) calendar days. All forms, documents, and exhibits attached hereto must be completed and returned with the bid. The County reserves the right to retain all proposals submitted and use any idea(s) in a proposal regardless of contract award or not. The County shall have the right to waive any informality or irregularity of immaterial deviation, omissions and clerical errors in any bid received.

Legally Binding Agreement: The County and the awarded Bidder shall enter into a formal agreement; substantially in the form of the attached Exhibit B – Contract for Services. Contracts are only valid if they are signed by the County’s Chairman of the Board of Commissioners, or his/her designee, and the awarded Bidder. Bidders must sign the Exhibit B – Contract for Services and submit it with their bid responses. All questions regarding the contract, redlines, and exceptions must be submitted in writing to the Issuing Officer prior to the Bidders’ Questions Due Date listed above. If there are no written objections or exceptions, then the County will understand this as an affirmative acceptance of the Scope of Work as it is presented.

BID EVALUATION

Evaluation and Selection: The County will evaluate all submittals in accordance with the Official Code of Hall County, Georgia 3.10, and as further detailed herein. The County will evaluate proposals using a two-step process: The first is the “Technical Qualifications Proposal” that outlines the bidding firm’s qualifications, experience, and its approach to deliver the services. The second is the “Cost Proposal”, whereby the evaluation committee will evaluate the proposed cost for the Services to determine the best value for the County.

Award Process: The County reserves the right to reject any or all bids, in whole or part, or to select any Bidder, without liability on part of the County to the Bidder, to complete the described work. The County intends to award the contract to one (1) company that it deems to be the most responsible and responsive Bidder to perform all the work described herein. Lead times and length of time to complete the work may also be a factor in award. The County will not make an award of contract solely based on lowest cost bid, but also on approach, references, qualifications, and other subjective criteria as the County may deem necessary and determine at its sole discretion.

Technical Qualifications Evaluation: Bidders must answer all scored questions found on Exhibit G – Scored Questions, which are weighted and will be scored by the County’s evaluation committee. The County’s evaluation committee will score and assign point values to the answers.

The total maximum points are set at 1,000. The County has assigned an 80/20 split for scoring points; eight hundred (800) points (80%) available for Technical Qualifications, and two hundred

(200) points (20%) available for the cost proposal. The Bidder with the highest total point score closest to 1,000 will be the apparent contract award winner.

Unanswered questions will earn a 0-point score. The Bidder’s response should limit answers directly to the questions asked. Each answer will be scored on a scale of twenty-five (25) percentage points as shown:

Excellent = 100% Good = 75% Adequate = 50% Marginal = 25% Poor = 0%

In addition to the space provided on Exhibit G – Scored Questions, Bidders may expand their answers to the questions onto separate pages if needed with the question repeated at the top of each page. Bidders may input “see attached” in the space provided next to each question.

Responses to the questions should be clear and concise. Where appropriate, Bidders should show statistical information in a tabular chart format and textual information in bullet point format.

Summarize key points at the beginning of each answer. All quantitative material should include complete assumptions and be supported by detailed schedules evidencing all calculations and results.

Provide one-sided documents only. Do not include superfluous marketing brochures or unnecessary promotional materials. These will not be evaluated. Address each specific question with direct, detailed answers.

BIDDER RESPONSE

Technical Qualifications: Bidders must provide a total of two (2) hard paper copies of their technical qualifications: one (1) marked “Original” and one (1) marked “Copy”. Submit both hard paper copies in a sealed envelope(s) separate from the Cost Proposal.

Cost Proposal Bidders are to also submit one (1) hard paper copy of their Exhibit C – Cost Proposal Worksheet.

Electronic signatures on bid documents are acceptable; however, hard copies of the bid response are required, as stated above.

Combined Digital Response

Bidders must provide their responses on one (1) USB drive with two (2) folders therein: one (1) entitled “Technical Qualifications Response” and one (1) entitled “Cost Proposal”. Do not include the cost proposal in the technical qualifications folder.

Cost Evaluation: This solicitation is heavily focused on a Bidder’s qualifications, experience, and capabilities. Therefore, award may not be made solely based on the lowest cost bid. Cost will be given more importance when all other evaluation criteria are relatively equal.

Cost is not the only consideration for award. If, in the County’s sole discretion, qualifications between two (2) or more Bidders are equal, then the County may make an award to the lowest cost Bidder among them. The County will evaluate cost as presented on Exhibit C – Cost Proposal Worksheet. Any and all fees should be detailed in the response.

Validation: Hall County requires that Bidders provide a cover letter with a signature by an officer of the firm with the submittal to ensure its originality.

Mandatory Documents: Bidders must complete and return all forms, documents, and exhibits attached herein with their bid proposals. Failure to do so may deem the proposal non-responsive and the County may not evaluate it for award.

Non-Collusion Requirement (Cone-of-Silence): Bidders must not have contact of any nature with other Bidders, County staff members (except for the Issuing Officer), elected officials, nor County Commissioners during the RFQ/P evaluation process. The County may deem such as collusion, thus rendering the submission in violation of the Official Code of Hall County, and therefore the County may deem the proposal as non-responsible and not evaluate the proposal for an award.

By submitting a proposal, the Bidder represents and warrants that no official or employee of Hall County Government has, in any manner, an interest, directly or indirectly, in the proposal or in the contract which may be made under it, or in any expected profits to arise there from.

County Consultants: From time to time, the County may select an outside consultant at its own discretion who will act under the direction of County’s Project Manager. The consultant will have full authority to act on behalf of the County; however, the consultant may not solicit goods and services on behalf of the County without prior written approval from the County. Contractors MUST follow all specification sections prepared by the County’s consultant, and Contractors MUST allow the consultant to inspect the work. Hall County’s consultant for this solicitation is Turner Wood & Smith.

Taxes: The County is exempt from State of Georgia Local Sales and Use Tax. The Bidder understands and acknowledges that it is responsible for any sales and use taxes it may incur.

The Bidder will not charge or invoice the County any sales and use tax as a separate line item.

The Contractor may request a copy of the County’s Georgia Sales and Use Tax Exemption Certificate.

Bonds: Not required for this solicitation.

Table of Contents

1.0 INTRODUCTION

2.0 STATEMENT OF NEED

3.0 GENERAL TERMS AND CONDITIONS

4.0 SCOPE OF WORK

5.0 SUBMISSION OF PROPOSALS

6.0 RFQ/P RESPONSE PREPARATION

7.0 SELECTION PROCESS

7.0 STEPS TO AWARD

8.0 EXHIBITS AND ATTACHMENTS

1.0 INTRODUCTION

The County desires to award one (1) company for the Services described herein and is soliciting sealed bids for this Request for Qualifications with Price Proposal (herein “RFQ/P”) for the Services. Bidders must be in the regular business of providing on-site pharmacy services.

2.0 STATEMENT OF NEED

The County seeks proposals from interested parties to provide on-site pharmacy services at the Hall County Government Family Health Center Clinic located at 2434 Old Cornelia Highway in Gainesville, Georgia to employees, retirees, and their eligible dependents enrolled in the County’s group health insurance plans. The County is particularly interested in vendors that specialize in representing high quality and cost-effective pharmacies for employers of comparable size who can reduce prescription costs to the County.

3.0 GENERAL TERMS AND CONDITIONS

A. The County reserves the right to conduct any review it may deem advisable to assure services conform to the specifications.

B. Bidders, including all officers, must not be, or have been, debarred by any Federal, State, or Local authority.

C. Bidders must not be, or have been, in any legal suit for negligence, willful misconduct, fraud, theft, or any other malpractice.

D. Bidders must be legally able to conduct business in the State of Georgia.

E. Bidders must not have abandoned a project or an engagement or otherwise been terminated for non-performance or subpar performance.

F. Bidders must not be under an enforcement action for related investigation pending by a professional or regulatory group or legal entity.

4.0 SCOPE OF WORK

Hall County offers two self-insured health plans that includes two network options for each, administered by Healthgram since January 1st, 2025. The County offers one POS Copay plan and one HDHP HSA health plan. Additionally, there is a Medicare Advantage plan for retirees age 65+. All employees, retirees and dependents under either of these plans are eligible for services at the Pharmacy. The County currently has the following enrollment:

Co-Pay Plan Members Covered 1,826

HSA Plan Members Covered 996

Medicare Advantage Plan (65+ Retirees)

Members Covered 183

Hall County Board of Commissioners has had an on-site pharmacy since January 2015. The County will continue to supply the facility with the appropriate amount of space required for the needs in this RFQ/P and as agreed upon with the Vendor who is awarded the contract.

Hall County seeks a company to offer:

1. On-site pharmacy services to its employees, retirees, and their eligible dependents

2. System to provide zero-dollar claim data to our medical provider(s) or third-party administrator

(TPA) so that all claims data is consolidated in one place.

3. Detailed reporting

The responder must comply with all guidelines and regulations set forth in the Health Insurance Portability and Accountability Act (HIPAA).

5.0 SUBMISSION OF PROPOSALS

Bidders submitting proposals must disclose their qualifications for the Services to the County in the format set forth below. Failure to provide the requested information may result in the proposal being deemed non-responsive and therefore eliminated from further consideration.

A. The County requests that Bidders submit proposals addressing all items listed below.

Failure to include any of the documents or exhibits attached hereto or any addenda or amendments may result in disqualification. Bidders must submit a total of two (2) hard copies of their bids: one (1) hard copy marked “Original” and one (1) hard copy marked “Copy”. Bidders must also load all documents onto one (1) USB flash drive with the technical response and cost proposal separated into two (2) different file folders on the USB flash drive.

B. Bidders must submit their sealed bid response packages clearly marked with RFQ/P #47- 010 On-Site Pharmacy Services Provider on the outside.

C. The awarded Bidder must maintain insurance policies at the Bidder's own expense and must furnish the County with a Certificate of Insurance (COI), providing evidence of coverage at least in the amounts indicated in Exhibit B – Contract for Services. The COI must list County as the certificate holder and as an additional insured under the commercial general, automobile, and umbrella liability policies as follows: “Hall County, Georgia, its Board of Commissioners, officers, employees, servants and agents, 2875 Browns Bridge Rd, Gainesville, GA 30504”.

D. It is mandatory that the following documents be completed and included in the bid response. Include in the bid response package sealed envelopes with the cost proposal in its own separate envelope. Mark one envelope with RFQ/P #47-010 On-Site Pharmacy Services Provider Technical Qualifications, and enclose these completed exhibits:

Exhibit A – Bid Response Form Exhibit B – Contract for Services Exhibit D – W-9 Form Exhibit E – E-Verify Affidavit Exhibit F – Ethics Affidavit Exhibit G – Scored Questions Any Addenda Copy of business license Certificate of Insurance Copy of professional licenses or certifications

E. In a separate sealed envelope, enclose a completed Exhibit C – Cost Proposal Worksheet and clearly mark RFQ/P #47-010 On-Site Pharmacy Services Provider Cost Proposal on the outside of the envelope.

Do not enclose the Exhibit C – Cost Proposal Worksheet with the technical responses.

This may render your proposal as non-responsible and thus, not evaluated for award.

F. Bidders must submit to the following address. All deliveries must be date and timed stamped by the HCGC 4th Floor Receptionist. The County is not responsible for late bids due to mailing delays.

Hall County Government Center Attn: Andrew Youngblood, Issuing Officer Purchasing Division – 4th Floor 2875 Browns Bridge Road Gainesville, Georgia 30504

6.0. RFQ/P RESPONSE PREPARATION

A. The Bidder bears all responsibility for all expenses incurred in responding to this RFQ/P.

B. The County will not accept joint proposals.

C. Cover Letter: Prepare and submit a cover letter addressing general qualifications. Provide the following information: name of proposer(s), name and title of the person(s) who will manage the engagement, physical address, telephone number(s), and email address(es) of proposer(s).

1. Describe the organization of your firm, the location of offices, and the resources that are available to accomplish the work for the County.

2. Of the services listed in the Scope of Work, indicate which one(s), if any, your firm would be unable to provide. If there is another service that your firm could provide instead, please elaborate.

7.0 SELECTION PROCESS

A. The evaluation process will include a pre-selected evaluation committee comprised of Hall County stakeholders and subject matter experts. The committee will evaluate the technical qualifications and price proposals. The highest scoring Bidder(s) may be asked for an interview, further negotiations, demonstrations, or a best and final offer.

B. Each proposal should contain the Exhibit C – Cost Proposal Worksheet in a separate envelope as provided with the RFQ/P document.

C. The evaluation committee will review each proposal with regard to demonstrated breadth of service, experience, financial stability, personnel, rates, references, lead times, and other related criteria.

D. The awarded Bidder will be required to submit evidence of compliance with professional liability insurance coverage requirements, as outlined in the Exhibit B – Contract for Services.

E. Bidders are encouraged to submit clear and concise responses. Excessive length or extraneous information is discouraged. In an effort to ensure the County’s ability to evaluate and choose a successful Bidder, Bidders are encouraged to organize their proposal as follows:

Section 1 – Cover letter and executive summary Section 2 – Answer all scored questions on Exhibit G Section 3 – Cost proposals submitted in a separate sealed envelope

F. Bidders must locate and complete all exhibits to this RFQ/P and submit them with the bid.

Bidders failing to do so may result in the bid to be non-responsive and thus not evaluated.

Bidders are also encouraged to check Hall County’s website for addenda, attachments, and other supplemental documents for this RFQ/P during the bidding period.

G. If unable to reach an agreement with the highest scoring Bidder, the County retains the right to negotiate with the next highest scoring Bidder, and so on until reaching a satisfactory agreement, or the County may terminate the process.

H. The County structured the evaluation process to secure highly competitive bidders who would be most effective in delivering the Services. The primary objective of the evaluation process is to select a firm that:

1. Clearly demonstrates a thorough understanding of the contract responsibilities; and,

2. Presents a compelling work plan that yields the desired contract services and deliverables; and,

3. Shows adequate resources to handle the project; and,

4. Presents a focused effort to allocate those resources to the project; and,

5. Demonstrates exceptional value for the cost of services proposed.

8.0 STEPS TO AWARD

The evaluation committee will recommend award of the contract to the highest scoring Bidder. In the unlikely event of a tie, the County may enter into negotiations of terms and conditions. The County will then present to the awarded Bidder a Notice of Award, a Purchase Order, and a Notice to Proceed.

Step 1: The evaluation committee will evaluate the Bidders’ responses according to the criteria described herein, and score and rank the proposals. The County reserves the right to request clarification of information provided and to request additional information needed to assist in the evaluation process.

Step 2: The Purchasing Division will then open the cost proposals, and the evaluation committee will then score the responses. The Purchasing Division will combine these results with the results of the technical qualifications scoring. After this scoring, the Purchasing Division will rank the highest scoring proposers on a bid tabulation summary.

Step 3: The evaluation committee may schedule interviews with the Bidders. All costs associated with the interview (if required) will be at the expense of the proposing Bidder.

Step 4: Based upon the results of the proposals, references, and the interviews, the Purchasing Division, along with the evaluation committee, may negotiate with the Bidder(s) ranked highest in an attempt to reach an agreement. If negotiations with the highest ranked Bidder are unsuccessful, the County may negotiate with the second ranked Bidder, and so on until reaching a satisfactory agreement.

9.0 EXHIBITS AND ATTACHMENTS

Exhibit B – Contract for Services Exhibit C – Cost Proposal Worksheet Exhibit D – W-9 Form Exhibit E – E-Verify Affidavit Exhibit F – Ethics Affidavit Exhibit G – Scored Questions

EXHIBIT A – BID RESPONSE FORM

Bidders must complete and return this form with their bid.

By submitting a proposal, the respondent certifies that it has fully read and understands the proposal’s Scope of Work and requirements needed to complete the project. The services offered and the cost proposal must be valid for at least one hundred twenty (120) days from date of signature.

Bid No: 47-010

Bid Name: On-Site Pharmacy Services Provider

Date of Bid Submittal: _____________________

Affirmation: Bidder affirms the following by affixing a signature below:

“I, the undersigned, agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this bid proposal”.

Company’s Full Legal Name: __________________________________

Bidder Signature: ___________________________________________

Print Name: _______________________________________________

Title: _____________________________________________________

Phone Number: ____________________________________________

Email Address: _____________________________________________

Physical Address: ___________________________________________

City/State/Zip: ______________________________________________

Unsigned bids may be declared as “non-responsive” and may not be evaluated.

If you desire to submit a “No-Bid” then please indicate by checking one or more of the reasons below:

______ Bidder does not offer this product/service

______ Unable to meet specifications

______ Unable to meet scheduled timeline

STATE OF GEORGIA CONTRACT #47-010

COUNTY OF HALL

For the provision of

On-Site Pharmacy Services Provider

ARTICLE #101 – INTRODUCTION

This Contract for the provision of on-site pharmacy services for Hall County employees, retirees, and their eligible dependents (hereinafter “Services”) is made and as entered into as of ______________________(execution date) and ___________________ (effective date) is by and between Hall County, Georgia, (hereinafter “County”) located at 2875 Browns Bridge Rd, Gainesville, Georgia 30504, and ___________________________________________ which is principally located at (hereinafter “Vendor”).

WHEREAS Vendor is an entity that is legally registered and qualified and holding any such licenses and certifications as may be required to render Services to do business in the State of Georgia. County and Vendor are known individually as a “Party” and collectively as the “Parties”; and, WHEREAS nothing contained in this Contract shall be construed to convert the Vendor or any of its employees or agents into a partner, employee, or agent of the County. Nor shall either Party to this Contract have any authority to bind the other in any respect; and, WHEREAS Vendor represents that it complies with the State of Georgia requirements for corporations and has signified a willingness to provide Services to the County and the County has relied on such representation;

and, WHEREAS the Parties mutually desire to enter into this Contract to document the provision of Services by the Vendor to the County in exchange for payment as compensation; and, WHEREAS this contract will become legally binding upon signature and execution by both Parties; and, WHEREAS any documents, exhibits, attachments, plans, or references are all incorporated herein by reference.

NOW THEREFORE, and in consideration of the mutual promises, terms, conditions, covenants, and agreements made as expressed and contained herein, or attached, incorporated, and made a part hereof, and other good and valuable consideration expressed by a valid offer and acceptance, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereto agree as follows:

ARTICLE #102 – CONTRACT

A. Vendor agrees to provide the Services to the County as detailed in the Scope of Work.

Unapproved work outside the Scope of Work may not be compensated.

B. County agrees to pay as compensation any fees as listed on the Exhibit C – Cost Proposal

Worksheet, which shall be fixed and firm for the duration of the contract unless modified by mutual consent via Amendment or Renewal.

ARTICLE #103 – NOTICES

To the extent that either Party to this Contract is required to provide notice(s) to the other Party in compliance herewith, then the Party shall direct notice(s) to the following persons:

COUNTY PROJECT MANAGER COUNTY ISSUING OFFICER

Dr. LisaRae Jones Andrew Youngblood Director of Human Resources Issuing Officer Hall County Government Hall County Purchasing Division 2875 Browns Bridge Rd 2875 Browns Bridge Rd Gainesville, GA 30504 Gainesville, GA 30504 lrjones@hallcounty.org andrew.youngblood@hallcounty.org Ph: (770) 531-6712 Ph: (770) 531-4940

CONTRACTOR’S CONTACT INFORMATION

Contact Name(s): __________________________________________________________

Email Address(es): _________________________________________________________

Phone Number(s): __________________________________________________________

Physical Address: __________________________________________________________

City/State/ZIP: _____________________________________________________________

REMIT TO ADDRESS (if different): ____________________________________________

ARTICLE #104 – NON-EXCLUSIVE RIGHTS

This Contract is not exclusive. The County reserves the right to select other Vendors to provide the Services similar to those described in this Contract during the term of the Contract should the need arise, or the Vendor fail to perform.

ARTICLE #105 – CONTRACT TERM

The term will be for five (5) years, with one (1) initial year beginning on January 1, 2027, followed by four (4) one-year renewal options. Renewals are not automatic nor guaranteed.

ARTICLE #106 – CONTRACT AMENDMENTS AND MODIFICATION

This Contract may only be modified, amended, or changed in writing and fully executed by both Parties hereto. This Contract constitutes the sole and entire Contract and understanding between the Parties as to the subject matter hereof, and no verbal promises have been made by either Party in relation hereto.

ARTICLE #107 – REMEDIES AND CONTRACT PERFORMANCE

In the event that either Party to this Contract breaches this Contract, including failure to meet the timetables set forth herein, the non-breaching Party shall provide a written Notice to Cure to the breaching Party which describes the breach of this Contract. The breaching Party shall have thirty

(30) days from the date of receipt of the written Notice to cure the breach or to otherwise negotiate a resolution of the breach.

If the breach has not been cured and the Parties hereto have not resolved the issue described in the Notice to Cure by thirty (30) days after receipt of the letter, the Party authoring the letter shall be entitled to seek any and all remedies allowed by Georgia law, including damages, equitable relief, declaratory relief, specific performance, and/or relief as to any bonds issued hereon.

Additional provisions are:

A. Delay or Impossibility of Performance. Any failure or delay must be beyond the reasonable control of and without the fault or negligence of the Vendor. If the Services to be provided to the County are interrupted by a force majeure event, as defined below, the County will be entitled to an equitable adjustment to the fees and other payments due to the Vendor under this Contract. If delay results from a third-party’s negligent conduct or failure to perform, the Vendor shall not be excused from compliance with the terms and obligations of the Contract.

Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Contract for failure or delay in fulfilling or performing any obligation under this Contract when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including, but not limited to, fire, floods, embargoes, acts of war, civil unrest, insurrections, riots, strikes, lockouts or other labor disturbances, or acts of God; provided, however, that the Party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either Party shall provide the other Party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.

Definition: The term “force majeure” as defined in Black’s Law Dictionary is “an event or effect that can be neither anticipated nor controlled. It is a contractual provision allocating the risk of loss if performance becomes impossible or impracticable, especially as a result of an event that the Parties could not have anticipated or controlled.”

B. Obligations Beyond Contract Term. The Contract shall remain in full force and effect to the end of the specified term or until terminated or canceled pursuant to ARTICLE #108 –

TERMINATION PROVISIONS.

C. Transition Cooperation with the County and Cooperation with Other Vendors. Vendor agrees that upon termination of this Contract for any reason, it shall provide sufficient efforts and reasonable cooperation and assistance to the County to ensure an orderly and efficient transition to the County or an alternative Vendor. Further, if the County has entered into or enters into contracts with other Vendors related to the Services, Vendor agrees to cooperate fully with other such Vendors. Vendor shall not engage in any act that will interfere with the performance of work by any other Vendor(s).

ARTICLE #108 – TERMINATION PROVISIONS

The County may terminate this Contract by providing sixty (60) days written notice to the Vendor at any time. Should the County terminate this Contract prior to the date of automatic termination, Vendor shall provide the County with all deliverables up to the date of termination thirty (30) days after the Notice to Terminate is issued. The County shall pay the Vendor for all work properly performed in compliance with the terms of this Contract up to the date of termination.

A. Termination for Convenience. Following sixty (60) days’ written notice, the County may terminate the Contract in whole or in part for any reason without the payment of any penalty or incurring any further obligation to the Vendor.

B. Termination for Cause. The occurrence of any of the following events shall constitute cause for the County to declare the Vendor in default of its obligations under the Contract:

1. The Vendor fails to deliver, or has delivered, nonconforming Services or fails to perform, to the County’s satisfaction, any material requirement of the Contract or is in violation of a material provision of the Contract including, but without limitation, the expressed warranties made by the Vendor.

2. The County determines that Vendor’s unsatisfactory performance substantially endangers completion or that default is likely to occur.

3. The Vendor fails to make substantial and timely progress toward performance of the Contract.

4. The Vendor becomes subject to any bankruptcy or insolvency proceeding under federal or state law to the extent allowed by applicable federal or state law including bankruptcy laws; the Vendor terminates or suspends its business; or the County reasonably believes that the Vendor has become insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law.

5. The Vendor has failed to comply with applicable federal, state, and local laws, rules, County ordinances, regulations, and orders when performing within the scope of the Contract.

6. The Vendor has engaged in conduct that has or may expose the County or the State to liability, as determined in the County’s sole discretion; or a material breach of the terms of the Contract by County upon County’s failure to cure such material breach after written notice thereof has been delivered in accordance with ARTICLE #108.C below constitutes cause for the Vendor to declare that the County is in default of its obligations under the Contract.

C. Notice of Default. If either Party causes any of the default events set out in ARTICLE #108

– TERMINATION PROVISIONS, then either Party shall issue a written Notice of Default to the Party that causes one (1) or more of the default events requesting that the breach or noncompliance be remedied within the period of time specified in the Notice of Default. If the breach or noncompliance is not remedied within the period of time specified in the written notice, the non-breaching Party may:

1. Immediately terminate the Contract for default without additional written notice; and/or,

2. In the event of a breach by the Vendor, the County may procure substitute Services from another source and charge the difference between the Contract and the substitute Contract to the defaulting Vendor; and/or,

3. Enforce the terms and conditions of the Contract and seek any legal or equitable remedies.

D. Termination Due to Non-Availability of Funds. This Contract will terminate immediately and absolutely if the County determines that adequate funds are de-appropriated such that the County cannot fulfill its obligations under the Contract, such determination being at the County's sole discretion and conclusive. County agrees to provide prompt written notice to Vendor in the event of any de-appropriation.

E. Termination due to Failure of Vendor to Act. The County may terminate the Contract for any of the following reasons effective immediately without advance notice:

1. If the Vendor must be certified or licensed as a condition precedent to providing the

Services, the revocation, suspension, or other loss of such license or certification may result in immediate termination of the Contract effective as of the date on which the license or certification is no longer in effect.

2. The County determines that the actions, or failure to act, of the Vendor, its agents, employees, have caused, or reasonably could cause, life, health, or safety to be jeopardized.

3. The Vendor furnished any statement, representation, or certification in connection with the Contract or the bidding process, which is materially false, deceptive, criminal, or maliciously incorrect.

F. Payment Limitation in Event of Termination. In the event of termination of the Contract for any reason by County, the County shall pay only those amounts, if any, due and owing to the Vendor for Services actually received and accepted by the County up to and including the date of termination of the Contract and for which the County is obligated to pay pursuant to the Contract.

G. Vendor’s Termination Duties. Upon receipt of a Notice of Termination, the Vendor shall:

1. Cease work under the Contract and take all necessary or appropriate steps to limit disbursements and minimize costs and furnish a report within thirty (30) days of the date of Notice of Termination describing the status of all work under the Contract including, without limitation, results accomplished, conclusions resulting therefrom, and any other matters the County may require.

2. Immediately cease use and return to the County any personal property or materials, whether tangible or intangible, provided by the County to the Vendor.

3. Comply with the County’s instructions for the timely transfer of any active files and work product produced by the Vendor under the Contract.

4. Cooperate in good faith with the County, its employees, agents, and Vendors during the transition period between the Notification of Termination and the substitution of any replacement Vendor.

5. Vendor is to immediately return any payments made by the County for goods and services that were not delivered by the Vendor.

ARTICLE #109 – NO DEFENSE OR INDEMNIFICATION BY COUNTY

The Parties agree that the County shall not be responsible for defending or indemnifying any Vendor from any claim brought by any third party against the Vendor.

ARTICLE #110 – ASSIGNMENT AND DELEGATION BY VENDOR

The Vendor shall not assign or delegate this Contract, or any performance required by it, in whole or in part, without the prior expressed written consent of the County.

ARTICLE #111 – USE OF THIRD PARTIES

This Contract is for the benefit of the Parties hereto only and is not intended to benefit any third party or give rise to any duty or causes of action for any third party. All restrictions, obligations, and responsibilities of the Vendor under the Contract shall also apply to third parties, if allowed in writing by the County. Any Contract with a third-party must also preserve the rights of the County.

ARTICLE #112 – ENTIRE CONTRACT

This Contract, as executed and approved, shall constitute the entire agreement between the Parties and supersedes all other prior and contemporaneous statements, agreements, and understandings between the Parties. No written or oral statements, agreements, or understandings that are not set out, referenced, or specifically incorporated in this Contract shall in any way be binding or of effect between the Parties.

ARTICLE #113 – SEVERABILITY

If any paragraph, sub-paragraph, sentence, clause, phrase, or portion of this Contract is declared invalid or unconstitutional by any Court of competent jurisdiction or if the provisions of any part of this Contract as applied to any particular situation or set of circumstances shall be declared invalid or unconstitutional, such invalidity shall not be construed to affect the remaining portions of this Contract not so held to be invalid or the application of this Contract to other circumstances not so held to be invalid.

ARTICLE #114 – RECORDS

A. Public Records Request. The Georgia Open Records Act, as provided in O.C.G.A. § 50-18-

70 et seq, requires procurement records and all other records received by or prepared or maintained on behalf of the County shall be made open to public inspection unless otherwise provided by law.

B. Record Retention and Access. The Vendor shall maintain books, records, and documents in accordance with generally accepted accounting principles and procedures and which sufficiently and properly document and calculate all charges billed to the County throughout the term of the Contract for a period of at least five (5) years following the date of final payment or completion of any required audit, whichever is later. Records to be maintained include both financial records and service records.

ARTICLE #115 – ADDITIONAL TERMS AND CONDITIONS

The County shall not be bound by any terms and conditions included in any Vendor’s sales orders, literature, packaging, invoice, catalog, brochure, technical data sheet, on-line representation, warranties or service level agreements, or other document which attempts to impose any condition in variance with or in addition to the terms and conditions contained herein.

ARTICLE #116 – WAIVER

The failure of any Party hereto to seek a remedy for any alleged breach of this Contract shall not constitute a waiver of any claim, cause of action, or remedy allowed by Georgia law for breach thereof.

ARTICLE #117 – VENDOR AND COUNTY RIGHTS AND OBLIGATIONS

A. The County has the right at any time to require the Vendor to put an immediate stop to any procedure, or the use of any equipment, chemical, material, personnel, etc. considered by the County to be hazardous or toxic to persons, buildings, or surfaces. The Vendor will utilize acceptable substitutes approved by the County as quickly as possible. In the event of such replacement, Vendor shall (i) notify County of any resulting replacement, (ii) introduce an individual serving as a replacement to County, and/or (iii) provide County with a résumé and any other information regarding an individual that may be reasonably requested by County.

B. The County has the right to require the Vendor to reassign or remove any employee from the premises temporarily or permanently when, in the County’s sole opinion, the employee is not suitable. The County’s decision shall be final, and Vendor will remove the employee immediately and replace with a person of at least equivalent training, experience, and requisite qualifications as quickly as possible, subject to the County’s approval.

C. Vendor agrees to obtain prior written approval from the County for the use of subcontractors to provide the Services described in Scope of Work prior to subcontractors’ performance of work. Such non-disclosure of subcontractors may result in non-payment for Services.

ARTICLE #118 – INSURANCE REQUIREMENTS

The Vendor must procure and maintain insurance policies at the Vendor's own expense and must furnish the County with a certificate of insurance (COI) providing evidence of proof of coverage at least in the amounts indicated in this subsection. The COI must list “Hall County, Georgia” as the certificate holder and as an additional insured under the commercial general, automobile, and umbrella liability policies as follows: “County of Hall, its Board of Commissioners, officers, employees, servants, and agents, 2875 Browns Bridge Rd, Gainesville, GA, 30504”. The policy must protect the Vendor and the County (as an additional insured) from any claims for bodily injury, property damage, or personal injury covered by the indemnification obligations set forth herein throughout the duration of the Contract. The Vendor must maintain the following insurance coverage during the term of the Contract, in at least the minimum amounts set forth below, to cover all loss and liability for damages or destruction of property caused by or arising from any and all services carried on and any and all work performed by the Vendor pursuant to this Contract:

Workers’ Compensation Insurance:

• $500,000 Bodily Injury by Accident – Each Accident

• $500,000 Bodily Injury by Disease – Each Disease

• $500,000 Bodily Injury by Disease – Each Employee

Additional Provisions:

Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against Hall County Board of Commissioners (BOC), its elected or appointed officers, officials, agents, authorized volunteers, and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for Hall County BOC. This provision applies regardless of whether or not Hall County BOC has received a waiver of subrogation from the insurer.

General Liability Insurance:

• $2,000,000 General Aggregate

• $2,000,000 Products & Completed Operations Aggregate

• $1,000,000 Each Occurrence

• $1,000,000 Personal & Advertising Injury

• $500,000 Damages to Premises/Fire/Legal

• $5,000 Medical Payments

Umbrella Liability Insurance:

$1,000,000 per Occurrence

Additional Provisions:

• Underlying coverage shall be General Liability, Automobile Liability, and Employers

Liability (Workers Compensation).

• Minimum limit of $5,000,000 per occurrence for all contracts over $1,000,000 or involving any special risks or high hazard activities.

• Minimum limit of $5,000,000 for automobile coverage for any transportation contracts involving seniors, special education, transit services, students, or youths.

• Concurrent policy dates with primary liability policies except for workers compensation.

Crime Insurance:

• $1,000,000 Employee Dishonesty

• $1,000,000 Funds Transfer Fraud

• $100,000 Money & Securities

• $1,000,000 Computer Crime

• $100,000 Social Engineering or its equivalent

Cyber Insurance:

• $1,000,000 Each Claim/Wrongful Act

• $2,000,000 Annual Aggregate

• $1,000,000 Business Interruption

• $1,000,000 Data Recovery

• $500,000 Cyber Extortion Expenses

• $50,000 Cyber Extortion/Ransom Payments

• If written on a claim’s made policy, the policy must be maintained for at least two (2) years after the completion of the work and/or contract.

Additional Provisions: Coverage shall include at a minimum:

• Information Security & Privacy Liability

• Regulatory Fines and Penalties

• Payment Card Industry (PCI) – if credit cards and/or Contractoring information is obtained or accessed

• Ransomware

Professional Liability Insurance (Errors & Omissions):

• $1,000,000 Each Claim/Wrongful Act

• $2,000,000 General Aggregate

• If written on a claim’s made policy, the policy must be maintained for at least two (2) years after the completion of the work and/or contract.

ARTICLE #119 – NO WAIVER

A. Authority to Enter into Contract. The Vendor represents and warrants that it has full authority to enter and perform its obligations under the Contract and that the Contract constitutes a legal, valid, and binding obligation upon the Vendor in accordance with its terms.

The representatives of the Parties hereto also represent and warrant that they are authorized to sign this Contract on behalf of each party hereto.

B. Solicitation. The Vendor warrants that no person or selling agency (except bona fide employees or selling agents maintained for the purpose of securing business) has been employed or retained to solicit and secure the Contract upon an agreement or understanding for commission, percentage, brokerage or contingency.

C. Vehicles and Equipment. Except for any specified County-owned equipment and vehicles listed herein, Vendor warrants that no Vendor employees, subcontractors or others will operate County-owned vehicles or equipment in the performance of this Contract without express written consent from the County. Vendor shall be responsible for providing all transportation and equipment necessary to deliver the Services under the Contract.

ARTICLE #120 – INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

The Vendor agrees it will not use the name or any intellectual property, including but not limited to, County trademarks or logos in any manner, including commercial advertising or as a business reference, without the expressed prior written consent of the County.

ARTICLE #121 – COMPENSATION

A. The County will pay the Vendor for the Services provided pursuant to this Contract and in accordance with the prices quoted and conditions set forth in the Vendor’s response on Exhibit C – Cost Proposal Worksheet, which is attached hereto and incorporated into this Contract as if fully set forth herein. Payments will be made monthly in arrears to the Vendor after acceptance of the Vendor’s delivered Services by the County, and after receiving receipt of undisputed invoice to the County.

B. Prices quoted shall be firm and fixed throughout the term of this Contract, unless otherwise amended or modified by mutual agreement.

C. Cost may be prorated for Services added or removed under this Contract to align cost with the remaining term of Contract.

D. It is understood that this bid or proposal is made without collusion or fraud. Vendor understands and acknowledges that collusive bidding is a violation of state and federal law and may result in the cancellation of the Contract.

ARTICLE #122 – COUNTY PAYMENT TO VENDOR

A. Upon Contract Execution, the County will issue a Notice to Proceed (NTP) and a Purchase

Order (PO) to the Vendor. The terms of this Contract shall be incorporated by reference into any PO issued prior to the expiration or termination of this Contract. The County will issue the NTP and PO by electronic mail (e-mail) to the Vendor’s representative in ARTICLE #103 –

NOTICES.

The Vendor shall not deliver any Services, equipment, devices, or components thereof until authorized in writing by the County.