RP048_24 Inv.pdf

October 2, 2024

REQUEST FOR PROPOSAL

RP048-24

The Gwinnett County Board of Commissioners is soliciting competitive sealed proposals from qualified service providers for the Provision of American Sign Language Interpreting Services and Communication Access Realtime Translation Captioner Services on an Annual Contract for various Gwinnett County Departments.

Proposals must be returned in a sealed container marked on the outside with the Request for Proposal number and Company Name. Proposals will be received until 2:50 PM local time on Tuesday, November 5, 2024 at the Gwinnett County Financial Services - Purchasing Division – 2nd Floor, 75 Langley Drive, Lawrenceville, Georgia 30046. Any proposal received after this date and time will not be accepted. Proposals will be publicly opened and only names of submitting firms will be read at 3:00 P.M. A list of firms submitting proposals will be available the following business day on our website www.gwinnettcounty.com.

A pre-proposal conference is scheduled for 10:00 AM on Tuesday, October 15, 2024 at the Gwinnett County Purchasing Division, inside the Dogwood Conference room, 75 Langley Dr, Lawrenceville, GA 30046. All service providers are urged to attend. Questions regarding proposals should be directed to Alexis Mckennery, Purchasing Associate II at alexis.mckennery@gwinnettcounty.com or by calling 770-822-8741, no later than 3 PM on Thursday, October 17, 2024. Proposals are legal and binding upon the vendor when submitted. One

(1) unbound 8 ½” x 11” single sided marked “original”, six (6) exact copies minus the fee proposal, one (1) electronic copy on a flash drive (labeled Technical), one (1) copy of the cost proposal should be submitted.

Cost Proposal should be submitted in a separate sealed envelope.

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

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

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

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

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

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

Alexis Mckennery Purchasing Associate II

The following pages should be returned as part of your proposal submittal:

Cost Schedule, Page 7

Service Provider Information, Page 8 References, Pages 9 Ethics Affidavit, Page 22 Contractor Affidavit, Page 23 http://www.gwinnettcounty.com/ mailto:alexis.mckennery@gwinnettcounty.com http://www.gwinnettcounty.com/

RP048-24 Page 2

Provision of American Sign Language Interpreting Services and Communication Access Realtime Translation Captioner Services on an Annual Contract

I. Background Information

Gwinnett County provides reasonable modifications to provide effective communication to individuals who require auxiliary aids and services to access County programs, services, and activities. American Sign Language (ASL) interpreters and other auxiliary aids and services, such as Communication Access Realtime Translation (CART), are requested as needed to provide services for a variety of circumstances including public meetings and events, law enforcement activities, trainings and classes provided to the public, and other instances where auxiliary aids and services may be necessary across all Gwinnett County Departments.

Gwinnett County serves a diverse population and expects on average to provide the following annually: 72 hours of in person sign language interpreting, 24 hours of in-person CART services, 96 hours of video remote sign language interpreting, 24 hours of remote CART services, and 72 hours of short notice/emergency sign language interpreting, 24 hours of short notice/emergency CART services, or the extent necessary to fulfill the needs to the County.

II. Scope of Services Gwinnett County is seeking multiple service provider(s) that have the depth, breadth, and the quality of resources necessary to provide interpretation services to meet the needs of Gwinnett County departments and the programs, services, and activities that they provide. Services shall be on an “as needed” basis based upon the requests of individual departments. Gwinnett County is seeking service providers that can provide the following services:

• American Sign Language Interpretation - (in person and virtual)

• American Sign Language interpretation services require working directly with an individual who uses American Sign Language for matters pertaining to programs and services provided by the County. Services may be required at a number of Gwinnett County facilities, including but not limited to, Gwinnett Justice and Administration Center, Gwinnett County Police Headquarters, Gwinnett County Parks, and other places where Gwinnett County provides services, for example, hospitals, crime scenes, and Mosaic facilities.

• Communication Access Real-Time Translation (CART) – (in person and virtual)

• Communication Access Real-Time Translation (CART) services require working directly with and individual who is hearing impaired and not familiar with American Sign Language to transcribe spoken words into a printed format. Printed format will be transmitted onto a computer monitor or video screen for viewing.

Gwinnett County is seeking to appoint Certified American Sign Language Interpreters and CART Captioners for persons needing these services for effective communication. These services will be required on an “as needed” basis via request from a Gwinnett County Department. The services will be available on a scheduled basis and on an emergency basis. Services provided on an emergency basis will be provided within two (2) hours of request. These services will be provided during business hours and after hours for requests for public events, public safety services, and other emergencies.

III. Service Provider Requirements/Qualifications

a. Professional and qualified American Sign Language Interpreters and/or CART Captioners.

b. American Sign Language Interpreters need to be registered with the National Registry of

Interpreters for the Deaf.

RP048-24 Page 3

c. Interpreters/captioners should have a minimum of 2 years of experience in a variety of settings or the contractor should provide training to their interpreters before sending them to their assignments.

d. Interpreters/captioners should be trained in necessary procedures and confidentiality relative to the assignment.

e. Ability to use electronic equipment for interpretation or CART captioning to multiple people simultaneously.

f. Ability to set up and provide training as needed to end user departments for accessing services remotely.

g. Service availability:

i. Scheduled

ii. On short notice (less than 24 hours’ notice)

iii. In certain instances, on emergency notice (within 2 hours)

1. These situations are anticipated to primarily involve law enforcement activities

iv. 24 hours a day, 7 days a week, 365 days a year

h. No cancellation fee for a cancellation 24 hours or more in advance

i. Ability to detail procedures to schedule interpretation or CART services and use the requesting departments preferred invoicing system.

j. Ability to schedule services as needed with two (2) business days advanced notice of the service need for scheduled services, and within two (2) hours’ notice of need for emergency notice requests.

k. Ability to provide a team of two interpreters as needed at the discretion of the service provider

l. Ability to provide interpreters and captioners for police matters. These assignments could involve the following:

i. Working with cases of a sensitive nature that cannot be discussed

ii. Signing of privacy disclosure agreements prior to beginning assignment

iii. Potential for interpreter(s) and captioner(s) to be subpoenaed to appear in court

m. Quality Assurance Plan (QAP) that describes an acceptable method for monitoring, tracking, and assessing the quality of services provided. The QAP must also describe how the contractor will identify and resolve issues related to interpreter quality and/or performance, as well as concerns and/or complaints initiated by the County including, but not limited to the following:

i. No shows or tardiness

ii. Inaccurate

iii. Ability to respond to and resolve concerns quickly

iv. Remote video interpretation must meet the following specifications:

1. Deliver high-quality video images that do not produce lags, choppy, blurry, or grainy images, or irregular pauses in communication

2. A sharply delineated image that is large enough to display the interpreter’s face, arms, hands, and fingers.

3. A clear, audible transmission of voices; and,

4. Training to departments so they can efficiently set up and access video

IV. Proposal Requirements

A. Background Cover letter

RP048-24 Page 4

A cover letter with background information regarding the contractor must be included, which should serve as an introduction of the contractor and the services they are able to provide.

B. Description of Service Model and Approach (Up to 30 points) Describe your approach to providing interpretation and/or CART services. This should include the categories of services the contractor has to offer.

• Include a complete and concise written executive summary that clearly states the contractor’s approach to rendering the required services listed in the Scope of Work.

• Specify the special services and techniques that the entity will offer that will differentiate the entity’s proposal from any other.

C. Relevant Experience (Up to 20 points)

The contractor must clearly demonstrate they are capable of performing the services outlined in this proposal.

• The service provider must have a minimum of three (3) years or more experience in performing the services of similar scope and size as Gwinnett County’s requirements. Please include a narrative that verifies the service provider has met the minimum experience requirement.

D. Staff Qualifications (Up to 20 points)

Background information and qualifications of any and all personnel who will be involved in carrying out and/or performing the services required under this contract must be provided.

Resumes for key staff members who will be performing work under this contract should be provided. Please also provide a description as to the chain of command and/or reporting relationships within your organization. To the extent that an organizational chart is available, please also include this in the proposal.

Provide a description of the selection procedures for hiring or contracting of interpreters and/or captioners within the organization. Please include an outline of the process for confirming interpreter certifications and monitoring such certifications so they are current.

Also provide information as to the background check(s) performed when hiring or contracting an interpreter within the organization.

E. References (Up to 10 points) Each proposal must include detailed evidence that the contractor has provided similar services for other governmental agencies within the past five (5) years. References where similar services are currently being provided are preferred. The contractor must provide this information, including contact names, addresses, and phone numbers of those individuals at other agencies that have knowledge of the entity’s experience. Please also include a description as to the type and scope of services provided to these organizations.

• A minimum of three (3) references for services performed of similar size, scope and complexity to the requirements listed in the proposal, including the following information:

o Name and location of company/program;

o Point of contact for the program (Name, Title & Phone Number);

o Contract timeframe;

o A brief description of the type and scope of services provided.

RP048-24 Page 5

F. Training (Up to 10 points) Fully describe the service provider’s formalized in-service training for employees and service providers.

G. Cost Information (Up to 10 points) Provide an overview of the costs associated with the model by utilizing the Cost Proposal form provided. Unit rates should be inclusive of all costs of services. Any charges/stipends/etc. not included in the hourly rate MUST be specified on the Cost Proposal. Gwinnett County will not be responsible for paying any fees not specifically stated on the Cost Proposal.

Service provider must only invoice for the time/duration that interpreter services are provided per the Billable Hours language below. Time spent establishing the service needed and/or time to schedule the appropriate interpreter will not be chargeable.

Billable Hours: The minimum number of hours submitted in the Cost Proposal, or the actual time worked by the interpreter, whichever is greater, are billable hours. The estimated length of time for the assignment at the time the request is submitted does not determine billable time.

For example, if an assignment was estimated to be 4 hours in duration, but only required the interpreter to be present for 1 hour, the billable time would be for the minimum number of hours submitted in the Cost Proposal.

Travel Fee: One travel fee billable per interpreter per day. When an interpreter has more than one assignment per day, one travel fee will be billed.

If any services require different categories (i.e. legal content, training and education content, police matters, etc.) please list each category and the appropriate rate on separate line items.

H. Optional Interview (Up to 15 Points) Service providers may be short-listed for further consideration. At the Department’s discretion, interviews may be required of short-listed firms. If interviews are required, the County will issue information regarding format and desired areas of emphasis to all short-listed firms and 0-15 points will be assigned on the basis of interview results.

I. Other Describe any other resources to be provided by the service provider, which are not outlined elsewhere in the proposal, which may demonstrate or enhance the service provider.

J. Litigation Disclosure Please state whether any of the following events have occurred in the last five (5) years with respect to said contractor. If any answer is yes, please provide a specific and full explanation.

• Whether a petition under federal bankruptcy laws or state insolvency laws was filed by or against said service provider, or a receiver fiscal agent or similar officer was appointed by a court for the business or property of the service provider;

• Whether service provider was the subject of any order, judgement, or decree not subsequently reversed, suspended or vacated by any court of competent jurisdiction, permanently enjoining said contractor from engaging in any type of business practice, or otherwise eliminating any type of business practice; and

• Whether service provider’s business was the subject of any civil or criminal proceeding in which there was a final adjudication adverse to the service provider, RP048-24 Page 6 which directly arose from activities conducted by the business unit or corporate division of service provider which submitted a proposal for the subject project.

A selection committee will carefully evaluate all responses to this proposal. Proposals will be evaluated by section based on the responsiveness to the requirements of this proposal and the evaluation criteria outlined above. Gwinnett County reserves the right to reject any or all proposals, in whole or in part; to negotiate changes in the scope of services; and to waive any technicalities as deemed in its best interest.

The Technical Proposals will be evaluated in order to select the firm(s) which rates highest according to the criteria elaborated above (Part 1, 1-6). The selection committee may then shortlist the highest scoring firm(s).

The Fee Schedule of the shortlisted firm(s) will then be opened and scored. The highest scoring firm may be selected at this point or the committee may invite a number of the highest scoring firm(s) to interview. The number of firms shortlisted and interviewed, if any, will be at the discretion of the selection committee.

If an interview is requested, it will be worth an additional 20 points in the selection process. The service provider(s) will be responsible for any cost associated with the request for additional information and/or an interview. Dates and nature of the interview requirements will then be relayed to the invited service provider.

This scoring will be the final element considered in selecting the service provider for the required services.

After this final scoring, the short-listed service provider will again be ranked.

If unable to reach an agreement with the highest scoring firm, the County may then negotiate with the second ranked firm and so on, until a satisfactory agreement has been reached, or the County may terminate the negotiation process or will make a recommendation of award to the Purchasing Division.

V. INSURANCE

The selected service provider will be responsible for providing evidence of the insurance coverage as required in the provisions of the attached requirements and maintaining said insurance throughout the project.

Criteria Points Part I 1 Description of Service Model & Approach

2 Relevant Experience

3 Staff Qualifications 20 5 References 10 6 Training 10

Sub Total 90 Part II 7 Cost Proposal 10

Sub Total 100 Part III 8 Optional Interview 15

TOTAL 115

RP048-24 Page 7

COMPANY NAME

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

COST PROPOSAL

RETURN IN SEALED ENVELOPE

*Pricing should include any fees associated with the services described below.

ITEM # Service

APPROX.

ANNUAL

HOURS

Hourly Rate

Minimum # of Hours (Not to exceed 2 Hours)

Flat Rate Travel Fee TOTAL

1. In-Person ASL Interpreting (Scheduled) 72 Hours $ $ $

2. In-Person ASL Interpreting (Emergency) 36 Hours $

3. Video Remote Sign Language Interpreting (Scheduled) 96 hours $

4. Video Remote Sign Language Interpreting (Emergency) 36 hours $

5. In-person CART (Scheduled) 24 hours $

6. In-Person CART (Emergency) 12 hours $

7. Remote CART (Scheduled) 24 hours $

8. Remote CART (Emergency) 12 hours $

9. Cancellation Fee

TOTAL: $

RP048-24 Page 8

SERVICE PROVIDER INFORMATION

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

Addendum No. Date Addendum No. Date

Certification Of Non-Collusion in Proposal Preparation (Signature) (Date)

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

Legal Business Name

Address

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

Representative Signature

Print Authorized Representative's Name

Telephone Number Fax Number

E-Mail Address

RP048-24 Page 9

REFERENCES

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

Note: References should be customized for each project, rather than submitting the same set of references for every project bid. The references listed should be of similar size and scope of the project being bid on. Do not submit a project list in lieu of this form.

1. Company Name

Brief Description of Project

Completion Date

Contract Amount $ Start Dates

Contact Person Telephone

2. Company Name

Contract Amount $ Start Date

3. Company Name

Contract Amount $ Start Date

Company Name

RP048-24 Page 10

PROFESSIONAL SERVICES INSURANCE REQUIREMENTS

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

1. Statutory Workers' Compensation Insurance

(a) Employers Liability:

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

2. Commercial General Liability Insurance

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

(b) The following additional coverage must apply:

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

3. Auto Liability Insurance

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

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

(c) Additional Insured Endorsement

(d) Contractual Liability

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

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

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

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

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

7. Certificate Holder should read:

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

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

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

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

*See above note regarding Professional Liability

RP048-24 Page 11

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

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

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

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

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

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

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

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

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

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

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

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

Surety Bonds (If Required)

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

RP048-24 Page 12

SERVICE PROVIDER SAMPLE CONTRACT

RP048-24

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

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

1. TERM:

This contract shall commence ____(insert date)_____________ , for a one-year period with four (4) options to renew for an additional one-year period.

2. ATTACHMENTS:

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

3. PERFORMANCE:

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

4. PRICE:

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

5. INDEMNIFICATION AND HOLD HARMLESS:

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

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

RP048-24 Page 13

6. TERMINATION FOR CAUSE:

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

7. TERMINATION FOR CONVENIENCE:

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

8. CONTRACT NOT TO DISCRIMINATE:

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

9. ASSIGNMENT:

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

10. WAIVER:

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

11 SEVERABILITY:

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

12. GOVERNING LAW:

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

13. MERGER CLAUSE:

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

(Signatures Next Page)

RP048-24 Page 14

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

GWINNETT COUNTY, GEORGIA

By:

Nicole L. Hendrickson, Chairwoman Gwinnett County Board of Commissioners

ATTEST:

Signature

Tina King, County Clerk Board of Commissioners

APPROVED AS TO FORM:

Gwinnett County Staff Attorney

SERVICE PROVIDER:

BY:

Signature

Print Name

Title

ATTEST:

Print Name Corporate Secretary (Seal)

GENERAL CONDITIONS

RP048-24 Page 15

To Service Provider AGREEMENT

Article

1 Definitions

2 Contract Documents

3 Changes and Extra Work

4 Personnel and Equipment

5 Accuracy of Work

6 Findings Confidential

7 Termination of Agreement for Cause

8 Termination for Convenience of the COUNTY

9 SERVICE PROVIDER to Cooperate with other SERVICE PROVIDERS

10 Indemnification

11 Covenant Against Contingent Fees

12 Insurance

13 Prohibited Interests

14 Subcontracting

15 Assignability

16 Equal Employment Opportunity

17 Anti-Kickback Clause

18 Audits and Inspectors

19 Ownership, Publication, Reproduction and Use

20 Verbal Agreement or Conversation

21 Independent Service provider

22 Notices

RP048-24 Page 16

1 DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.13 LIAISON-Representative of the COUNTY who shall act as Liaison between the County and the

SERVICE PROVIDER for all matters pertaining to this Agreement, including review of SERVICE PROVIDER'S plans and work.

RP048-24 Page 17

2 CONTRACT DOCUMENTS

2.1 LIST OF DOCUMENTS

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

2.2 CONFLICT AND PRECEDENCE

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

1. Supplemental Agreements

2. Agreement

3. General Conditions

4. Detailed Scope of Work

5. Specifications

6. Drawings

3 CHANGES AND EXTRA WORK

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

4 PERSONNEL AND EQUIPMENT

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

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

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

5 ACCURACY OF WORK

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

Acceptance of the work by the COUNTY will not relieve the SERVICE PROVIDER of the responsibility for

RP048-24 Page 18 subsequent correction of any errors and the clarification of any ambiguities.

6 FINDINGS CONFIDENTIAL

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

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

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

7 TERMINATION OF AGREEMENT FOR CAUSE

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

COUNTY.

8 TERMINATION FOR CONVENIENCE OF THE COUNTY

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

All such expenses shall be properly documented and submitted to the COUNTY for processing and payment.

The County shall be the final authority in the event of any disputes over authorized costs between the COUNTY and the Service Provider.

9 SERVICE PROVIDERS TO COOPERATE WITH OTHER SERVICE PROVIDERS

If the COUNTY undertakes or awards other contracts for additional related work, the SERVICE PROVIDER shall

RP048-24 Page 19 fully cooperate with such other SERVICE PROVIDERS and the COUNTY employees or appointed committee(s), and carefully fit its own work to such additional work as may be directed by the COUNTY. The SERVICE PROVIDER shall not commit or permit any act which will interfere with the performance of work by any other SERVICE PROVIDER or COUNTY employees.

10 INDEMNIFICATION

SERVICE PROVIDER agrees to protect, defend, indemnify, and hold harmless the COUNTY, its commissioners, officers, agents and employees from and against any and all liability, damages, claims, suits, liens, and judgments, for whatever nature, including claims for contribution and/or indemnification, for injuries to or death of any person or persons, or damage to the property or other rights of any person or persons to the extent arising out of and attributed to the negligent acts, errors or omissions of the SERVICE PROVIDER.

SERVICE PROVIDER'S obligation to protect, defend, indemnify, and hold harmless, as set forth herein above shall include any matter arising out of any patent, trademark, copyright, or service mark, or any actual or alleged unfair competition disparagement of product or service, or other business tort of any type whatsoever, or any actual or alleged violation of trade regulations.

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

SERVICE PROVIDER.

11 COVENANT AGAINST CONTINGENT FEES

The SERVICE PROVIDER warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by SERVICE PROVIDER for the purpose of securing business and that the SERVICE PROVIDER has not received any non-COUNTY fee related to this Agreement without the prior written consent of the COUNTY.

For breach or violation of this warranty, the COUNTY shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee.

12 INSURANCE

The SERVICE PROVIDER shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy (s) that will ensure and indemnify both GWINNETT COUNTY and SERVICE PROVIDER against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error, act, or omission of the SERVICE PROVIDER during the term of this Agreement. The liability under such insurance policy shall be not less than as stated in the Bid Proposal.

The SERVICE PROVIDER shall provide, at all times that this Agreement is in effect, Worker's Compensation insurance in accordance with the laws of the State of Georgia.

The SERVICE PROVIDER shall provide, at all times that this Agreement is in effect, Professional Liability Insurance with a limit of not less than that as stated in the Bid Proposal.

Additionally, SERVICE PROVIDER shall provide, at all times that this Agreement is in effect, automobile liability insurance with a limit of not less than that as stated in the Bid Proposal.

The policies shall be written by a responsible company(s), to be approved by the COUNTY, and shall be non-cancelable except on thirty-(30) days' written notice to the COUNTY. Such policies shall name the COUNTY as

RP048-24 Page 20 additional insured, except for worker's compensation and professional liability policies, and a copy of such policy or a certificate of insurance shall be filed with the Director at the time of the execution of this Agreement.

13 PROHIBITED INTERESTS

13.1 Conflict of Interest: The SERVICE PROVIDER agrees that it presently has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner or degree with the performance of its services hereunder.

13.2 Interest of Public Officials: No member, officer, or employee of the COUNTY during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

14 SUBCONTRACTING

The SERVICE PROVIDER shall not subcontract any part of the work covered by this Agreement or permit subcontracted work to be further subcontracted without the DEPARTMENT's prior written approval of the subservice provider, except as may have been specifically stated in the SERVICE PROVIDER'S response to proposal per Exhibit A. The DEPARTMENT will not approve any subservice provider for work covered by this Agreement that has not been recommended for approval by the Department Director.

All subcontracts in the amount of $5,000 or more shall include the provisions set forth in this Agreement.

15 ASSIGNABILITY

The SERVICE PROVIDER shall not assign or transfer whether by an assignment or novation, any of its rights, obligations, benefits, liabilities or other interest under this Agreement without the written consent of the

COUNTY.

16 EQUAL EMPLOYMENT OPPORTUNITY

During the performance of this Agreement, the SERVICE PROVIDER agrees as follows: (1) the SERVICE PROVIDER will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin; (2) the SERVICE PROVIDER will, in all solicitations or advertisements for employees placed by qualified applicants, receive consideration for employment without regard to race, creed, color, sex or national origin; (3) the SERVICE PROVIDER will cause the foregoing provisions to be inserted in all subcontracts for any work covered by the Agreement so that such provision will be binding upon each subservice provider, provided that the foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies of raw materials.

17 ANTI-KICKBACK CLAUSE

Salaries of architects, draftsmen, technical engineers and engineers, and technicians performing work under this Agreement shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except only such payroll deductions as are mandatory by law. The SERVICE PROVIDER hereby promises to comply with all applicable "Anti-kickback" laws, and shall insert appropriate provisions in all subcontracts covering work under this Agreement.

18 AUDITS AND INSPECTORS

At any time during normal business hours and as often as the COUNTY may deem necessary, the

RP048-24 Page 21

SERVICE PROVIDER shall make available to the COUNTY for examination all of its records with respect to all matters covered by this Agreement. It shall also permit the COUNTY to audit, examine and make copies, excerpts or transcripts from such records of personnel, conditions of employment and other data relating to all matters covered by this Agreement.

The SERVICE PROVIDER shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred on the Project and used in support of its proposal and shall make such material available at all reasonable times during the period of the Agreement, and for three years from the date of final payment under the Agreement, for inspection by the COUNTY or any reviewing agencies,…