ADDENDUM #2. RP Provide Purchasing Card Services on a Multi-Year Contract

Transcription

1 Page 1 April 7, 2014 ADDENDUM #2 RP Provide Purchasing Card Services on a Multi-Year Contract This addendum is being issued to provide clarification and answer questions received. Make the following changes: Change: All references in the proposal document to Annual Contract to read: Multi-Year Contract. The Service Provider Contract will be replaced with a Multi-Year Contract. Page 1, first paragraph states: Provide Purchasing Card Services on an Annual Contract with Four (4) Renewal Options. Change to read: Provide Purchasing Card Services on a Multi-Year Contract. Page 3, 1.2 Contract Term states: The services to be performed under this Contract shall commence on December 1, The initial term of this Contract shall be through November 30, This Contract may be renewed on an annual basis for four (4) additional twelve-month terms. Gwinnett County requires pricing to remain firm for the duration of the initial term of the contract. Failure to hold firm pricing for the initial term of the contract will be sufficient cause for Gwinnett County to declare proposal non-responsive. Change to read: The services to be performed under this Agreement shall commence on December 1, The initial term of this Agreement shall be through December 31, This contract will terminate immediately and absolutely at such time as appropriated and otherwise unobligated funds are no longer available to satisfy the obligations of the County under the contract. In addition, the County has the sole right to terminate this contract absolutely and without further obligation on its part at the close of the calendar year in which it was executed and at the close of each succeeding calendar year for which it may be renewed. The contract shall automatically renew unless positive action is taken by the County to terminate the contract for a total lifetime Agreement term of five (5) years and one month, upon the same terms and conditions. Delete Page 12 and Page 13 and Replace with REVISED Page 12 and REVISED Page 13 Delete Page 17 (Financial Schedule) and Replace with REVISED Page 17. Delete Pages and Replace with REVISED Pages Q1. Are you looking for automated accounts payable solutions and any other automation for your accounts payable department? If so, can it be carved out? A1. Gwinnett County welcomes new technology and welcomes efficiencies gained from additional automation. This RFP is for the continued use of a county purchasing card. However, do not hesitate to list additional options. Any additional options outside the scope of this RFP should be clearly listed under a separate tab of your submittal. Q2. Please explain the E-payables Ghost Cards. Can you carve out the E-payables and not bid on the p-card? A2. EPayables is a virtual credit card program allowing Gwinnett County to pay vendors via credit card. Virtual cards are easily processed by vendors using their POS (point of sale) terminal or online merchant terminal. No, the epayables program cannot be separated from the Pcard award. Q3. Did the spent amount listed in the RFP include E-payables? Do you have the volume for that? A3. The RFP did not include the epayables spend. The Pcard, epayable and MasterCard annual spend is listed below:

2 Page Pcard = $7,295,918 epaybles = $4,547, Pcard = $7,590,441 epayables = $6,310,630 MasterCard = $ Pcard = $7,512,106 epayables = $6,903,840 MasterCard = $ 7, Pcard = $8,729,762 epayables = $8,510,603 MasterCard = $ 8, Pcard = $ 9,804,045 epayables = $ 7,515,417 MasterCard = $ 7,811 Q4. The specifications state that you want a monthly rebate. Are you getting a monthly rebate today? Would you be amiable to a quarterly or annual rebate? A4. A quarterly rebate was negotiated prior to final bid award. The rebate terms are considered during scoring and are negotiable. Q5. You state this contract is for one year with 4 renewal options. Would you accept an amendment to that? The longer we go out on a cost of funds, the better the rebate would be. A5. Yes. This addendum changes the contract from an Annual Contract with 4 renewal options to a Multi-Year Contract. The total contract term will be five (5) years and one (1) month. Q6. How do you currently pay your monthly invoices? A6. Our Procurement card program fees are direct debited out of Gwinnett County s bank account. Q7. Would you expect to make payment the same way going forward? A7. Yes. Q8. What are your payment terms for your p-card program, and what are your payment terms for your E- payables? A8. The current vendor payment terms for PCards are immediate. They are used as a payment method at the point of sale. EPayables vendor terms are 15 days from the date of the invoice. Q9. Are you getting a combined revenue share or rebate on the volume for both programs or is that split? A9. The County receives a rebate on all card programs; PCards, epayables and MasterCard purchases. Q10. How many plastic cards are currently issued? A10. VISA cards for the purchasing card program Five year spend $40,932, Transactions 128,953

3 Page 3 VISA - 62 cards (vendors) for the epayables program Five year spend $33,687, (01/01/09-12/31/13) 4,807 transactions MasterCard - 1 Three year/five month spend (August 2010 inception) $24, transactions Q11. Please confirm that the p-card and the E-payables are both Visa and the fleet is Master Card? A11. The PCard and epayables program are Visa branded and the card used for fleet is a MasterCard. Q12. How many cards on the fleet program? A12. One (1). Q13. When was the last time you did a vendor enrollment and is it possible for us to receive a vendor file? A13. The current vendor initiated a vendor enrollment during the initial award. Gwinnett County continuously communicates the benefits of PCard purchases and epayables payment method to vendors. Q14. Would you send the file out upon award? A14. Yes, a current vendor file can be reviewed upon award. Q15. Would you entertain a time period longer than quarterly to receive the rebates? A15. The rebate terms are considered during scoring and are negotiable. Q16. The sample p-card you passed around does not match the information listed on page 6, section Card Design up. I did not see items c. or d. listed on the card. A16. As most card issuers will supply the same information, please detail what items cannot be included on the plastic card. Q17. Who is the current provider for this service? Is the service provider the same for all 3 programs? A17. Bank of America is the current provider for all 3 programs. Q18. Currently you are using Master Card for Fleet. Is Visa an option for that card? A18. No, our fleet purchases require MasterCard. Q19. What percentage of your Ghost Cards today automatically reconcile? Does the transaction automatically reconcile back to your ERP system for the p-card and E-payables? A % of the epayable transactions reconcile to Gwinnett County s ERP system. 85% of the epayables transactions fully reconcile within the vendors software. While the Pcard transactions are cleared weekly and reconciled manually, a complete integration with SAP, including level 3 detail is preferred. Q20. What would you say has contributed most to the increased volume of the p-card you have had over the last couple of years? A20. The staff s continuous education on the benefits of the PCard and epayable program has contributed to the increase in use. Q21. Could you walk me through your process for E-payables? How often do you pay your vendors and how do you submit a file to the bank? A21. EPayables is one form of payment for Gwinnett County vendors. The epayable payment terms are 15 days after invoice date.

4 Page 4 Vendors alert the county their interest in the 15 day payment terms through the corporate virtual credit card payment process. Within 10 business days, they receive a welcome requesting a reply via as authorization for Gwinnett County to proceed with your enrollment in this payment method. EPayable payments are processed minimally twice a week (Monday & Thursday) An electronic file is forwarded to our bank The encashment date is the date of transmission to the bank Each vendor is ed a remittance advice detailing the invoice(s) paid and the full amount to be charged. Q22. On Page 32 of the RFP, Section {IX}. - Is the BID Bonds and Payment Bond and Performance bond a requirement of this RFP? Our current agreement did not include this requirement or verbiage, and in parenthesis it states (If Required). Is this a true requirement or a contingency for being awarded the business? A22. These are our general requirements, and they are required for some bids and proposals. However, no bonds are required for this specific proposal. Q23. Our program is corporate pay/liability. Is this acceptable for the County or do you have a need for individual pay/liability need? (We ask this only because you mention late fees/charges in the body of the RFP and these are not typical for corporate pay/liability programs.) A23. A corporate pay/liability is expected and acceptable. Q24. From page 5, Financial Stability: Will you accept a web link to our financials in lieu of hard copies? A24. Yes, a link to the company s financial stability is acceptable. Q25. If the rebate included the p-card and E-payables, could the rebate be extended beyond the quarterly time period? A25. The rebate terms are considered during scoring and are negotiable. Q26. Does each vendor s card number for E-payables remain the same for each transaction? A26. Yes, the vendor s card numbers are static. Q27. Will we receive a vendor file prior to submitting the proposal? What is the total accounts payable spent annually? A27. No, the vendor file will only be made available upon award. The total accounts payable spend for the last 5 years is: 2009 = $1,008,673, = $ 895,518, = $ 933,254, = $ 895,918, = $ 844,903,409 Q28. Do you have any other initiatives around AP that support that are larger than the p-card and E- payables that this proposal is supporting? Are you interested in other automation tools outside this RFP? A28. This RFP is included in our Procure to Pay initiative. Yes, we are interested in additional accounts payable automation. Any additional tools outside the scope of this RFP should be clearly listed under a separate tab of your submittal.

5 Page 5 Q29. Does the County currently receive unlimited liability for unauthorized transactions such as employee misuse? A29. If meeting all of the obligations under the card associations misuse protection program, not limited to employee termination, the County is provided unlimited liability for unauthorized transactions. Q30. How many and how often do you receive fraudulent charges? Have you had any fraudulent charges where Bank of American had to take that as a loss? Have you had any fraud occur with E-payables? A30. The County receives notification of fraudulent charges weekly, averaging 3 a week. We are not aware of any fraudulent charges where our contracted vendor sustained a loss. None of the fraudulent charges were a result of employee misuse or employee theft. There was 1 unsuccessful attempt of fraud to the epayables card. Q31. Would you consider a single use card versus a virtual card? A31. We will consider a single use card as long as it provides an equal or greater efficiency than a static card. Q32. Is the fleet card program eligible for a rebate? A32. Yes. Q33. Is the RFP being issued because the current contract is about to expire? A33. Yes. Q34. How long have you been with the current provider? Is this the first time you have been out for re-solicitation since being with them? A34. We have contracted with the current provider since Originally the county piggybacked on the State of Georgia s contract. In 2009 we solicited separately. This is the end of the 2009 contract. Q35. Would you like E-payables and fleet to be eligible for rebate? A35. Yes. Q36. You have provided a Service Provider Agreement and Sample Contract with the RFP. It is noted at the top of p. 27 that any exceptions must be stated in detail and submitted with our proposal. Because this is a commercial lending arrangement, there are standard provisions included in our contract that are not provided for in your Agreement and Contract. Would you be willing to waive the requirement that contract exceptions be included with the proposal and instead wait until after the award is made to the successful proposer to negotiate mutually satisfactory agreements/contracts? A36. We can t make an award until the contract is approved by our Legal Department and agreed to by Gwinnett County and the firm submitting the proposal. Therefore, we would like the proposal to list any exceptions and also provide any of your firm s agreements that Gwinnett County might need to execute. Q37. I believe you stated in the pre-proposal conference that quarterly rebates would be accepted instead of monthly rebates. Should we change the Financial Schedule on page 17 to quarterly versus monthly? A37. No, the rebate payment terms are considered during scoring and are negotiable. Q38. Are you flexible on getting the rebate within fifteen (15) days after each quarter? There are various approvals in process and normally we do days. Will you accept that? A38. The rebate payment terms are considered during scoring and are negotiable. Q39. By law you have to do one year deals. I just want to confirm that each renewal is mutual? A39. This addendum changes the contract from an Annual Contract with 4 renewal options to a Multi-Year Contract. The total contract term will be five (5) years and one (1) month.

6 Page 6 Q40. Will the County consider a three-year term with two one-year renewals? A40. This addendum changes the contract from an Annual Contract with four (4) renewal options to a Multi-year Contract. The total contract term will be five (5) years and one (1) month. Q41. You state that your purchasing card volume is around $9.8 million, but also state that you have epayables volume. Is epayables volume included in the $9.8 million? If not, what is that volume and number of transactions for the epayables program? Are you assuming that extra epayables volume would be part of this contract as well? A41. The epayables spend is not included in the $9.8 million spend. The spend detail, per program, is answered in question 3. Yes, the contract includes the epayable volume as well. Q42. How many cards are part of your program? A Visa cards and 1 MasterCard Q43. Are you receiving monthly rebates today? Would the County accept quarterly or annual rebates? A43. The quarterly rebate was negotiated prior to final award. The County will consider rebate payment terms during scoring and are negotiable. Q44. How many days after the billing date are you paying today? A44. We have a 25 day billing cycle. Q45. Do you reallocate in the bank system today or take a file and reallocate in your SAP system? A45. We upload the expense information from the bank system and reallocate in SAP. Q46. Where do we state concerns regarding the terms and conditions section (Page 20-36)? A46. Please state any exceptions under a separate section labeled: Exceptions. Q47. How do the general terms document and the Sample Annual Service Provider Contract work together? A47. The Contract takes precedence. Q48. Is Gwinnett County willing to entertain a commercial card agreement? A48. No. Q49. Can we submit our contract with our response? A49. Yes. Q50. The RFP mentions that the card will be used for various travel purchases on behalf of the County. Based on prior year volume, is there a percentage of the volume that can be classified as T/E? A50. Gwinnett County 2013 travel expense is approximately $915k. Although the majority of the travel charges are pre-purchased with the Pcard, we do not have Pcard travel spend reports. Q51. To confirm, the charge volumes included in this RFP are for both Purchasing Card transactions and Epayables transactions, correct? If so, please confirm the volumes provided in the RFP. They seem low compared to previous years RFPs for this same service, and for a county the size of Gwinnett. A51. The volumes included in the RFP do not include the epayables and MasterCard spend. The total spend amounts are listed in answers A3 & A10. Q52. Reference: 2.5 Business Requirements Offeror must propose a rebate based on the total cumulative dollars spent by all participating departments each month. The rebate will be paid to the County no later than fifteen (15) days after the end of each month. Is the monthly rebate frequency negotiable? A52. Yes, the rebate payment terms are considered during scoring and are negotiable.

7 Page 7 Q53. Reference:3.4.5 Late Charges and Interest The provider will not bill any late or interest charges for the County Purchasing Card Program Would the County still consider our proposal if we were unable to comply with requirement 3.4.5? A53. Yes, the County will still consider all responsive proposals. However, charges of late fees and interest are considered during scoring. Q54. Would we be able to respond to the epayables (automated AP) portion of the bid without bidding on the Pcard business? We do both but would prefer to focus on epayables. A54. No. Q55. Reference page 4, Section 2.2 Epayables (Ghost Cards) Would the County consider providing a vendor list with spend for the most recent fiscal year? This would allow respondents to provide the most comprehensive response based on potential expansion of the P-card program as well as an indication of which of the County s vendors might accept ghost cards or single-use accounts. A55. No. A vendor list is only provided after award. Q56. Would the County consider receipt of the rebate payments on a quarterly basis? There would be a measureable benefit for the County in reduction of accounting adjustments and reconciliation effort spent on disputed transactions, credits, fraud chargebacks, etc. All of these accounting events impact and complicate rebate calculation and some automatically balance over a sixty to ninety day cycle eliminating the need for a manual reconciliation. A56. Rebate payment terms are considered during scoring and are negotiable. Q57. What is the total accounts payable spend annually? A57. The total accounts payable spend for the last 5 years is: 2009 = $1,008,673, = $ 895,518, = $ 933,254, = $ 895,918, = $ 844,903,409 Q58. Please provide the number of p-cards issued for the period of 2009 through A : : : : : 43 Q59. What was the 2013 spend amount for E-payables? A59. $7,515, Attachments: Revised Page 12, Code of Ethics Affidavit Revised Page 13, Contractor Affidavit and Agreement Revised Page 17, Financial Schedule Revised Pages 27-29, Sample Multi-Year Contract

8 Bid or RP # & Description: RP009-14, Provide Purchasing Card Services on a Multi-Year Contract CODE OF ETHICS AFFIDAVIT (THIS FORM SHOULD BE FULLY COMPLETED AND RETURNED WITH YOUR SUBMITTAL AND WILL BE REQUIRED PRIOR TO EVALUATION) REVISED Page 12 In accordance with Section of the Gwinnett County Code of Ordinances the undersigned bidder/proposer makes the following full and complete disclosure under oath, to the best of his/her knowledge, of the name(s) of all elected officials whom it employs or who have a direct or indirect pecuniary interest in or with the bidder/proposer, its affiliates or its subcontractors: 1. (Company Submitting Bid/Proposal) 2. (Please check one box below) No information to disclose (complete only section 4 below) Disclosed information below (complete section 3 & section 4 below) 3. (if additional space is required, please attach list) Gwinnett County Elected Official Name Gwinnett County Elected Official Name Gwinnett County Elected Official Name Gwinnett County Elected Official Name 4. Sworn to and subscribed before me this BY: day of, 20 Authorized Officer or Agent Signature Printed Name of Authorized Officer or Agent Notary Public Title of Authorized Officer or Agent of Contractor (seal) Note: See Gwinnett County Code of Ethics Ordinance EO2011, Sec The ordinance will be available to view in its entirety at

9 Solicitation Name & No. RP009-14, Provide Purchasing Card Services on a Multi-Year Contract REVISED Page 13 CONTRACTOR AFFIDAVIT AND AGREEMENT (THIS FORM SHOULD BE FULLY COMPLETED AND RETURNED WITH YOUR SUBMITTAL) By executing this affidavit, the undersigned contractor verifies its compliance with The Illegal Reform Enhancements for 2013, stating affirmatively that the individual, firm, or corporation which is contracting with the Gwinnett County Board of Commissioners has registered with and is participating in a federal work authorization program* [any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act, in accordance with the applicability provisions and deadlines established therein. The undersigned further agrees that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services or the performance of labor pursuant to this contract with the Gwinnett County Board of Commissioners, contractor will secure from such subcontractor(s) similar verification of compliance with the Illegal Immigration Reform and Enforcement Act on the Subcontractor Affidavit provided in Rule or a substantially similar form. Contractor further agrees to maintain records of such compliance and provide a copy of each such verification to the Gwinnett County Board of Commissioners at the time the subcontractor(s) is retained to perform such service. E-Verify * User Identification Number Date Registered Legal Company Name Street Address City/State/Zip Code BY: Authorized Officer or Agent Date (Contractor Signature) Title of Authorized Officer or Agent of Contractor Printed Name of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF, 201 For Gwinnett County Use Only: Document ID # Issue Date: Initials: Notary Public My Commission Expires: * As of the effective date of O.C.G.A , the applicable federal work authorization program is E-Verify operated by the U.S. Citizenship and Immigration Services Bureau of the U.S. Department of Homeland Security, in conjunction with the Social Security Administration (SSA). Rev

10 REVISED Page 17 FAILURE TO RETURN THIS FORM AS PART OF YOUR PROPOSAL MAY RESULT IN THE REJECTION OF YOUR PROPOSAL. FINANCIAL SCHEDULE NOTE: SUBMIT THIS SHEET IN SEPARATE SEALED ENVELOPE. DOLLAR VOLUME PER MONTH % LEVEL REBATE $0 TO $1,000,000 $1,000,001 to $2,000,000 $2,000,001 to $3,000,000 $3,000,001 to $4,000,000 $4,000,001 to $5,000,000 $5,000,001 to $6,000,000 $6,000,001 to $7,000,000 $7,000,001 to $8,000,000 $8,000,001 to $9,000,000 $9,000,001 to $10,000,000 Over $10,000,000 This contract will be at no cost and provides for revenue sharing in the form of a cash rebate returned to the County within fifteen (15) days at the end of each month. The % Level Rebate MUST remain the same throughout the Multi-Year Contract period. The services to be performed under this Agreement shall commence on December 1, The initial term of this Agreement shall be through December 31, This contract will terminate immediately and absolutely at such time as appropriated and otherwise unobligated funds are no longer available to satisfy the obligations of the County under the contract. In addition, the County has the sole right to terminate this contract absolutely and without further obligation on its part at the close of the calendar year in which it was executed and at the close of each succeeding calendar year for which it may be renewed. The contract shall automatically renew unless positive action is taken by the County to terminate the contract for a total lifetime Agreement term of five (5) years and one month, upon the same terms and conditions. Termination for Cause: The County may terminate this agreement for cause upon ten days written to the contractor of the contractor s default in the performance of any term of this agreement. Such termination shall be without prejudice to any of the County s rights or remedies by law. Termination for Convenience: The County may terminate this agreement for its convenience at any time by written notice to the contractor. In the event of the County s termination of this agreement for convenience, the contractor will be paid for those services actually performed. Partially completed performance of the agreement will be compensated based upon a signed statement of completion to be submitted by the contractor, which shall itemize each element of performance. Termination for Lack of Funding by the County: The COUNTY may terminate this Agreement due to a lack of funding at any time by notice in writing to the VENDOR. If the Agreement is terminated by the COUNTY as provided in this Article 9, the VENDOR 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 VENDOR which shall itemize each task element and briefly state what work has been completed and what work remains to be done. Company Name REV

11 REVISED Page 27 ***Gwinnett County requires that all agreements between parties be entered into via the following documents. If any exceptions are taken to any part of this document, each must be stated in detail and submitted as part of your proposal/bid document. If no exceptions are noted it is assumed that the party fully agrees to the contract in its entirety. Exceptions to the sample contract provided in this request for proposal will be considered in terms of responsiveness when making award.*** SAMPLE MULTI-YEAR CONTRACT SERVICE PROVIDER CONTRACT This CONTRACT made and entered into this day of, 20 by and between Gwinnett County, Georgia (Party of the First Part, hereinafter called the "County"), and, (Party of the Second Part, hereinafter called the "Service Provider"). NOW THEREFORE, for and in consideration of the mutual promises and obligations contained herein and under the conditions hereinafter set forth, the parties do hereby agree as follows: 1. TERM: The services to be performed under this Agreement shall commence on December 1, The initial term of this Agreement shall be through December 31, This contract will terminate immediately and absolutely at such time as appropriated and otherwise unobligated funds are no longer available to satisfy the obligations of the County under the contract. In addition, the County has the sole right to terminate this contract absolutely and without further obligation on its part at the close of the calendar year in which it was executed and at the close of each succeeding calendar year for which it may be renewed. The contract shall automatically renew unless positive action is taken by the County to terminate the contract for a total lifetime Agreement term of five (5) years and one month, upon the same terms and conditions. 2. ATTACHMENTS: Copies of the Service Provider's proposal, including all drawings, specifications, price lists, Instructions to Bidders, General Conditions, Special Provisions, and Detailed Specifications submitted to the County during the Bid process (hereinafter collectively referred to as the "Bid ") are attached hereto (Exhibit A) and are specifically incorporated herein by reference. In the event of a conflict between the County's contract documents and the Bid, 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 (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.

12 REVISED Page 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. TERMINATION FOR FUND APPROPRIATION: The County may unilaterally terminate this Contract due to a lack of funding at any time by written notice to the Consultant. In the event of the County's termination of this Contract for fund appropriation, the Consultant 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 which shall itemize each element of performance. 9. 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. 10. 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. 11. 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. 12. 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. 13. 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. 14. 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)

13 REVISED Page 29 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: Charlotte J. Nash, Chairman Gwinnett County Board of Commissioners ATTEST: Diane Kemp, County Clerk Gwinnett County Board of Commissioners APPROVED AS TO FORM: Signature Gwinnett County Staff Attorney SERVICE PROVIDER: BY: Signature Print Name Title ATTEST: Signature Print Name Corporate Secretary (Seal)