RECEIVID SEP06-2024 BY:. Pudsirg  ORIGNAL  Board of Commissioners Agenda Item Transmittal Form Procurement/ContractTransmital Form  Type of contract: 1yearD Multi-year Single Event D Contract #:  BOCApproval Date:  D Submission Information Contact Name: Michelle Irizarry Department: Finance   Vendor Information Vendor Name: Cohn Reznick LLP  Address: 1301 Avenue of the America, New York,  ProjectTitle: Grants Consulting  New York1 10019 Address:  Funding Account Number: 100-1510-521200-03  Email: brittany.kelly@connrezmick.com  Contract amount: $20,000  Phone #: 512-822-7950 Contact: Six months Term of contract:  Contract' Type: Goods( 0 Services (X) Grant0) Contract Action: New (X) Renewal0) Change Order0)  Original Contract: Number:  Thwyh Munth 31,2025  Chief Financial Officer Signature Ihave reyiewed the attached contract, and the amount: is  Procurement Manager Signature Ihave reviewed the attached contract, andi itisi inc compliance with Purchasing Policies of Rockdale County. eMote slby  forp processing.  Sau L Signature:  Al4bazt Date:  Signature:  Date:  Detailed Summary of Contract:  CohnReznick agrees to perform services described in a Statement of Work. All Statements of Work shall set forth the services that CohnReznick is to perform, the fees, and any other matters, including any additional conditions, obligations or requirements applicable to the Statement of Work. Each Statement of Work shall be signed by Client and CohnReznick and shall form part of this Agreement as one or more Exhibits hereto. All executed Statements of Work shall become incorporated into, and shall be subject to, the terms and conditions of this Agreement. In the event that there is a conflict between the terms of this Agreement and the terms of a  Statement of Work, the terms contained in the Statement of Work shall control.  Department Head/Elected Official Signature: hlndavhpes  Date: gld/2024  202469    CohnReznicki ADVISORY ASSURANCE TAX  MASTER SERVICES AGREEMENT  This Master Services Agreement (the Agreement") is made as of September 10th, 2024 (the "Effective Date") by and between Rockdale County, having its mailing address at 958 Milstead Ave NE Conyers, Georgia 30012 ("Client") and CohnReznick LLP, having an address at 1301 Avenue of the Americas, New York, New York 10019 ("CohnReznick).  References to Client refers to' "you", "Client" or other term used in a Statement ofWork to refer to the individual(s) or entity(ies) for whom the services are being performed and the  individual(s) or entity(ies) who signed the Statement of Work.  1.  Statements of Work  CohnReznick agrees to perform services described in a Statement of Work. All Statements ofWork shall set forth the services that CohnReznick is to perform, the fees, and any other matters, including any additional conditions, obligations or requirements applicable to the Statement ofWork. Each Statement ofWork shall be signed by Client and CohnReznick and shall form part of this Agreement as one or more Exhibits hereto. All executed Statements of Work shall become incorporated into, and shall be subject to, the terms and conditions of this Agreement. Int the event that there is a conflict between thei terms oft this Agreement and the terms of a Statement of Work, the terms contained ini the Statement of Work shall control.  2.  Materials and Work Product  a.  CohnReznick may use data, software, designs, utilities, tools, models, systems,  formulas and other methodologies, know-how and/or procedures that it owns or licenses (collectively, "CohnReznick Materials") int the performance ofthis Agreement. Notwithstanding the delivery to the Client of any Deliverables (defined below in section 13), CohnReznick shall retain all intellectual property rights in the CohnReznick Materials (including any improvements or property and are not a substitute for Client's own records. It is Client's responsibility to retain copies ofi its own records and any deliverables. CohnReznick shall not store any Clienti information or deliverables for Client, including documents contained in any CohnReznick portal. Client agrees that CohnReznick shall not be liable for the destruction of CohnReznick's files including  knowledge developed while performing under this Agreement).  b.  CohnReznick's working papers and other file materials are CohnReznicks  any Client information.  3.  Fees and Payment for Services  a.  Invoices shall be rendered periodically and are payable upon presentation. An  administrative and technology charge of 5% of fees will be added to each invoice to cover administrative costs, such as technology usage, software licensing, research databases, word  processing, telecommunications, etc.  b.  Invoices not paid in full within thirty (30) days of receipt will accrue interest of 1%  per month (12% annually) from the date of the invoice until paid.  CohnReznick- Version 5/2023    C.  Client shall reimburse CohnReznick for reasonable costs and attorneys' fees  incurred by CohnReznick should it prevail in proceedings to collect unpaid fees and expenses.  4.  Confidentiality  CohnReznick agrees that any confidential information received from Client ("Client information") will bel kept confidential, and CohnReznick will not disclose any Client information to any third party except as permitted int this Agreement including, but not limited to, the Use of Third Parties, Third-Party Requests and Electronic Signatures, Transmissions & Storage sections, or  with Client's prior written consent. Third-Party Requests  5.  Notwithstanding anything else contained herein tot the contrary, if CohnReznick is required by law, regulation, subpoena or applicable professional standards and/or rules to produce Client information or CohnReznick's personnel as witnesses (collectively, a "Demand"), CohnReznick shall, tot the extent legally permissible, notify Client promptly of the Demand to allow Client to seek a protective order or other relief, unless the Demand is made pursuant to regulatory oversight. Client shall reimburse CohnReznick for its professional time, expenses (including reasonable attorneys' fees), costs, and/or losses incurred in connection with a Demand or any other production of Client information authorized or requested by the Client, provided CohnReznick is not a party to the proceeding or the subject oft the investigation in which the information is sought.  6.  Personal Data  Client agrees not to provide CohnReznick with Protected Health Information, Personal dentifiable Information or other information regulated by data protection laws except to the extent  necessary for CohnReznick's performance of the services.  7.  Data Privacy  CohnReznick's Client Data Privacy Notice can be accessed at tps.www.chneanckcommegnecdiendntdataprnvasy-nolce. It is incorporated herein by reference to the extent CohnReznick, processes personal datai thati is subject tot the data protection  laws as set forth therein.  8.  Data Collection and Benchmarking  Client agrees that CohnReznick may collect and aggregate data disclosed by Client to improve our services and offerings, develop new services and offerings, and conduct marketing, research and development activities, and industry benchmarking and knowledge sharing. Any such aggregated data shall noti include any personally identifiable information or other information that may be used to identify Client or any individual. Client agrees that such aggregated data in combined form shall be owned by CohnReznick, and CohnReznick may use and disclose such data at its discretion (including for commercial purposes) and as described herein.  9.  Use of Third Parties  Client agrees that CohnReznick may use service providers, affiliated entities and/or subcontractors, some of which may be located outside of the United States (collectively, "service  CohnReznickD- Ver. 5/2023  2    providers") in connection with the services. Such use may require the service provider to access Client information. CohnReznick will remain responsible for any work performed by such service  provider.  10. Term and Termination  a.  Thet term oft this Agreement: shall commence on1 the Effective Date. This Agreement  applies to all services performed at any time (including before the date oft this Agreement orl before any applicable Statement of Work) arising out of or related to the subject matter of a Statement of Work. Each Statement of Work shall constitute a separate agreement between CohnReznick party's writtentermination effective upon 30 days written notice or (i) CohnReznick's termination, effective immediately upon written notice to Client (a) if CohnReznick determines in its professional judgment that iti is unable to complete the services in accordance with applicable law or professional standards, (b) for reasonable cause (including failure to provide the information or cooperation necessary for performance of the services) or (c) if Client's account becomes overdue. For clarity, if this Agreement is terminated, all Statements of Work and services  and Client. b.  This Agreement and/or each Statement of Work may be terminated upon () either  performed pursuant to this Agreement are also terminated.  C. d.  Client will be obligated to compensate CohnReznick for the time expended, and The provisions of this Agreement that give either oft the parties rights or obligations  all expenses and out-of-pocket costs through the date of termination. beyond its termination shall survive the termination oft this Agreement.  11. Non-Solicitation  For the duration oft this Agreement and for one (1) year thereafter, int the event Client hires ac CohnReznick employee/pariner, Client will pay a fee equal to that individual's total annual compensation (which shall be payable at the time of employment), provided however, that such fee shall not apply when the individual is hired with CohnReznick's express written consent.  12. LIMITATIONS a.  CLIENT. AGREES THAT COHNREZNICKS AND ITS PERSONNEL'S MAXIMUM  LIABILITY TO CLIENT AND CLIENT'S PERSONNEL FOR ANY ACTS OR OMISSIONS (INCLUDING NEGLIGENT ACTS AND OMISSIONS) BY COHNREZNICK (INCLUDING ITS AFFILIATES AND SUBCONTRACTORS) AND THEIR PERSONNEL ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SERVICES PROVIDED TO CLIENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES THAT GIVE RISE TO THE LIABILITY, EXCEPT TO THE EXTENT IT IS DETERMINED THAT THE LOSS WAS CAUSED BY  COHNREZNICKS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.  b.  EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS  AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS PERSONNEL FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, INCLUDING ANY AMOUNT FOR LOSS OF PROFIT, DATA OR  CohnReznickp Ver. 5/2023  3    GOODWILL, WHETHER OR NOT THE LIKELIHOOD OF SUCH LOSS OR DAMAGE WAS  CONTEMPLATED. C.  ANY CLAIM OR PROCEEDING, REGARDLESS OF ITS FORM, ARISING OUT  OF OR RELATED TO THIS AGREEMENT OR ANY SERVICES PROVIDED TO CLIENT (COLLECTIVELY, "CLAIM") MUST BE ASSERTED BY CLIENT WITHIN ONE (1) YEAR OF THE COMPLETION OF THE PARTICULAR SERVICES GIVING RISE TO THE ALLEGED CLAIM. ANY CLAIM NOT BROUGHT BY CLIENT WITHIN THAT TIME PERIOD SHALL BE BARRED WITHOUT REGARD TO ANY OTHER LIMITATIONS PERIOD SET FORTH BY LAW OR  STATUTE.  13. USESINDEMNFCATION  THE SERVICES, WORK PRODUCT, DELIVERABLES AND ADVICE COLLECTIVELY, DELIVERABLES)UNDERTHIS. AGREEMENT ARE FOR THE USE AND BENEFIT OF CLIENT ONLY.ACCORDINGLY,CLIENT SHALL INDEMNIFY. ANDI HOLDHARMLESSCOHNREZNICK, ITS AFFILIATES AND THEIR PERSONNEL FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING CLAIMS BY CLIENT'S AFFILIATES, MEMBERS AND/OR PARTNERS), DAMAGES, LIABILITIES AND LOSSES (INCLUDING COSTS AND LEGAL FEES) ARISING OUT OF OR RELATED TO. A THIRD PARTY'S USE OR RELIANCE ON THE DELIVERABLES  OR THE SERVICES PROVIDED TO THE CLIENT.  14. Third-Party Software  CohnReznick is not responsible for any third-party software used in conjunction with the performance of services for Client under this Agreement, and CohnReznick shall not be liable for the operation or function of any such software. CohnReznick does not make any representations or warranties of any kind concerning any third-party software. CohnReznick shall not be liable in any manner for any representations or warranties of any kind whether express or implied or whether arising by operation of law or otherwise, including, but not limited to, any representation or warranty of merchantability, accuracy, function, ownership, non-infringement or fitness for a particular purpose ort that thei third-party software will be errori free. CohnReznick is not authorized to, and CohnReznick does not as part ofi its services for Client, make any representation, warranty or guarantee, whether written or oral, on behalf of any software provider. Additionally, CohnReznick shall not be responsible for any representations, warranties or guarantees made to  Client by any software provider under a separate agreement. 15. Nature of Relationship Between Parties  a.  Nothing herein shall be construed to place the parties in a relationship of partners  orj joint ventures, and this Agreement does not make either party the agent orl legal representative of the other for any purpose whatsoever. Each party is a separately owned and operating legal entity. The parties further agree that no representation shall be made by either party that would create an apparent agency, employment, partnership, or joint venture. Neither party shall have the power, expressed or implied, to obligate or bind the other in any manner whatsoever. management functions, for designating an individual with suitable skill, knowledge or experience to oversee the services provided under this Agreement, and for evaluating the adequacy and results of the services performed and accepting responsibility for such services.  b.  Client is responsible for making all management decisions and performing all  CohnReznickD- Ver. 5/2023  4    16. Assignment of Agreement and Binding Effect  Either Party may assign its rights under this Agreement in the event of a merger, acquisition, corporate reorganization or sale of all or substantially all ofi its assets or voting shares, provided that any such assignment by Client shall be subject to CohnReznick's standard client acceptance procedures. Any assignment in contravention oft the foregoing shall be deemed void. This Agreement and any assignment permitted hereunder shall bind and inure to the benefit of  the Parties, their respective successors and assigns.  17. Notices  All-notices under this Agreement shall be in writing to the contacts listed below- and shall be deemed to have been given () when delivered in person or by courier; (ii) upon confirmation of receipt when sent by certified mail return receipt requested; or (ili) upon confirmation of receipt  when sent by reputable overnight carrier.  Ifto CohnReznick: CohnReznick LLP  7501 Wisconsin Ave Ste 400E Bethesda, MD 20814 Attn: Frank Banda Rockdale County 958 Milstead Ave NE Conyers, Georgia 30012 Attn: Michelle Irizarry  Ifto Client:  18. Publicity  Neither party shall issue any press release or other public announcement related to this Agreement, written or oral, without the prior written consent of the other party. Notwithstanding the foregoing, Client agrees that CohnReznick may use and disclose Client's name, contact information and logo in customer lists, marketing materials and proposals, including, but not  limited to, ini response to reference requests by potential clients.  19. Headings  The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.  20. Force Majeure  Neither party shall be responsible for any failure to comply with, or for any delay in performance of, the terms of this Agreement, including, but not limited to, delays in completion of the services, where such failure or delay is directly or indirectly caused by or results from events offorcemajeure (including, but not limited to, acts of war or terrorism, civil or military disturbances, nuclear or natural disasters, pandemics, and interruptions or loss of utilities) beyond the  reasonable control of such party.  CohnReznickD- Ver. 5/2023  5    21. Waiver  No provision of this Agreement shall be deemed waived, unless such waiver is in writing and signed by the party against which the waiver is sought to be enforced. The waiver by either oft the parties hereto of any breach of any provision hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any such provision or a waiver of the provision  itself.  22. Entire Agreement  a.  This Agreement and the applicable Statement of Work is the complete and  exclusive statement of agreement between the parties, and it replaces and supersedes all prior proposals, communications and agreements between the parties, whether written or oral, related to the subject matter of this Agreement and the applicable Statement of Work, including any  confidentiality agreements.  b.  No terms and/or conditions contained in any "shrink-wrap," "click-wrap" or "click-  through" license or agreement of the Client, or similar electronic Client notification, shall be ofa any forced or effect (even if accepted), nor shall any terms and conditions contained on Client's website, invoice, purchase order, billing, payment or similar transactional documentation be deemed to be invalid, then such provision will be modified to reflect the parties' intention as closely as possible without being unenforceable, and all remaining provisions of this Agreement and the Agreement shall be held or declared to be illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other provision hereof, and the remainder of this Agreement, disregarding such invalid portion, shall continue in full force and effect ast though such  amend or supplement this Agreement.  C.  Ifany provision of this Agreement or the applicable Statement of Work is found to  applicable Statement of Work shall remain in full force and effect.  d.  The provisions of this Agreement shall be severable and, if any provision of this  void provision had not been contained herein.  23. Modification  This Agreement may not be changed or modified in any manner except by an instrument  inw writing signed by each oft the parties. 24. Dispute Resolution  a.  Any dispute, controversy, or claim arising out of or relating to the services or the  performance or breach of this Agreement, any Statement of Work (including disputes regarding the termination, validity, interpretation or enforceability of this provision) or any prior services or agreements between the parties shall be finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution ("IICPR") Rules for Non-Administered Arbitrations in effect on the date of this Agreement or the Statement of Work giving rise to the dispute, controversy, or claim, whichever is later (unless those rules are inconsistent with this clause in which case this clause shall govern) by a panel of three arbitrators selected in accordance with the screened selection process provided, however, the two party-appointed arbitrators shall select the third arbitrator who shall be a retired Judge and does not need to be  CohnReznickp Ver. 5/2023  6    on the IICPR's list of arbitrators. The arbitration shall take place in New' York, New York and shall be governed by the Federal Arbitration Act, 9 U.S.C. SS 1 et seq. The arbitration shall be confidential, and any award shall be binding and final. In agreeing to arbitration, the parties acknowledge that in the event of any dispute (including a dispute over fees) the parties are giving up the right to have the dispute decided in a court of law before a judge or jury and instead are that are not allowable under this Agreement, or a remedy that could not be made or imposed by  accepting the use of arbitration for resolution.  b.  The arbitration panel shall have no authority to award punitive damages, damages Alleesandexpensestortheatitator.metingandheaingiaditesandhearing  acourt deciding the matter under applicable law.  C-  transcripts shall be split evenly 50% by the claimant(s) and 50% by the respondent(s), with any division among claimants or respondents to be decided by each side respectively as the case exchange () agood faith calculation of any claimed damages, (ii) the name and, ifknown, address and telephone number of each person likely to have knowledge of relevant information, and (i) non-privileged documents, that are relevant to the issues raised by any claim, defense or counterclaim; and (b) determine the number of depositions to be permitted taking into consideration the nature of claims and damages sought. Third-party subpoenas seeking documents and/or testimony shall be permitted. Absent extraordinary circumstances, the such confirmation proceedings, including attorneys' fees, incurred by the party seeking confirmation shall be borne entirely by the party against whom enforcement is sought.  may be. No neutral experts shall be appointed by the arbitration panel.  d.  At the initial pre-hearing conference, the arbitrators shall (a) require that the parties  arbitration hearing shali be held on consecutive hearing days.  e.  In the event it is necessary to confirm the arbitration award in court, the costs of  25. Governing Law  This Agreement, and any claims arising out of or related tot this Agreement, any Statement of Work or any services provided to the Client (including, but not limited to, claims arising in contract, tort, fraud, statute or otherwise), shall be governed by and construed in accordance with the laws of the State of New' York without giving effect to any choice of law provision.  26. Electronic Signatures, Transmissions & Storage  An electronic, digital or electronically transmitted signature will be deemed an enforceable original. Client agrees that the parties may use CohnReznick portal(s) ("CRI Portals") or third-party systems (including portals, data rooms or services/websites hosted by a third party) or other electronic means to communicate, transmit, share and store documents under this Agreement and any Statement of Work. Each party accepts the associated risks and CohnReznick shall not be responsible for the security thereof. CR Portals are subject to their terms of use and are  intended solely for the Client (and Client alone will be given access).  27. Authority  The undersigned represent and warrant that he or she is authorized on behalf of the Client  to bind and is, in fact, binding the Client tot the terms and conditions oft this Agreement.  CohnReznickD Ver. 5/2023  7    ACKNOWLEDGED, ACCEPTED AND AGREED BY:  Client By:  CohnReznick LLP By:  Ojbw Navit,s. Choican  Printed Name Title Date  Printed Name Title Date  ATTEST:  Jennifer Q. Rutledge, County Clerk  Approved asi tot fom M.Qader A. Balg, County Attomsy  CohnReznickip Ver. 5/2023  8    CohnReznick ADVISORY ASSURANCE TAX  EXHIBIT A Statement of Work  This Statement of Work is made as of this 10th day of September 2024 by and between CohnReznick LLP ("CohnReznick) and Rockdale County ("Client"). This Statement of Work is subject to the Master Services Agreement effective as September 10th 2024. The parties agree  as follows: 1.  CohnReznick shall provide the following services and deliverables: Review of all Federal, State and Local Grants and provide findings and recommendations to ensure open grants are up to date and in compliance with the Create a database that lists all identified grants; including a summary, applicable website information, funder information, reporting requirements, and drawdown information Recommend best practices for the Grant Division and project coordinators for all Identify eligible administrative costs that may be covered by the grant to supplement Assist CFO, Deputy CFO and Grant Division employees with grant-related work  applicable regulations and policies  projects to clearly define roles and responsibilities  payment of grant employees Period of performance:  2.  September 10", 2024 through March 3191,2025 CohnReznick personnel and billable rates:  3.  Labor Category Hourly Rate Grant Manager $195 Grant Specialist $145  This statement of work will have a not to exceed of $20,000.  4.  The project manager assigned to this Statement of Work by the Client:  Name: Brittany Kelly.  Title:  Senior Manager  5.  Project specific conditions and assumptions: ACKNOWLEDGED, ACCEPTED AND. AGREED BY:  Client CohnReznickp Version 5/2023  CohnReznick LLP    By:  By: Printed Name: Title: Date:  Printed Name: Osbon Ms. Title:. Chanmine  Date:  ATTEST:  Jennifer O. Rutledge, County Clerk  Approved ast toform M.C Qader A. Balg, County Attomey  10