RECEIVED SEP 2 5 2024 BY.wadwihs  ORIGINAL  Board of Commissioners Agenda Item Transmittal Form Procurement/ContractTransmital Form  Type ofcontract: 1yearD Multi-yearx Single Event D Contract #:  BOCApproval Date:  Submission Information Contact Name: Michelle Irizarry Department: Finance  Vendor Information Vendor Name: Conyers Rockdale Economic Development Council (CREDC)  Project' Title: Memorandum ofUnderstanding for Congressionally Directed Spending Workforce Development Program/EVTraining: la Funding Account Number: MOU - Mth $300,00.  Address: 936 Green St. SW Conyers, GA 30012 Email: rita@conyers-rockdale.com Phone #: 678-509-0133 Contact: Rita Braswell  Address:  Éxteer  Contract amount: n/a  Contract Type: Goods0) Services (x) Labor0 Contract Action: New (x) Renewal0) Change Order 0  Term of contract: /1/202+-4/30/2027  Original Contract Number: apppoyed for processing. Signatyre:  Finance Director Signature Ihave reviewed the attached contract, and the amount is Gontviptan  Procurement Manager Signature Ihave reviewed the attached contract, andi iti is in compliance with Purchasing Policies of Rockdale County. Ruffuere 4asa4f  10:20:2024  Signature:  Date:  Detailed Summary of Contract:  MOU  Rockdale County seeks to distribute funding from the Congressionally Directed Spending to CREDC as a Sub Recipient to  assisti in the facilitation of the Workforce Development Program.  Department Head/Elected Official Signature: elulll Mhyag  Date: 10-28-2024  RAMLSTL    Contract No. 2024-  MEMORANDUM OF UNDERSTANDING  This Memorandum of Understanding ("Memorandum") is datedldeber5 2024 and is! between Conyers Rockdale Eçonomic Development Council, a non-profit Georgia corporation ("CREDC") and ROCKDALE COUNTY, GEORGIA, a political subdivision of the State of Georgla ("County"). CREDCand  County are sometimes referred to asi a "Party", or together as the' "Parties."  ARTICLE1 Intent and Purpose  Section 1.1 General.  Conyers Rockdale Economic Development Council is a non-profit Georgia corporation dediçated to providing workforçe development opportunitles to the residents of the city of Conyers and of uninçorporated Rockdale County. The County is a governmental êntity that seeks toi identify and act on opportunities to provide economic mobility opportunities. sot that people can live, and worki in our community, and generally pramotes the provision of workforce development opportunities in Rockdale County through a variety of programs. The United States Department of Labor, herein referred toas "USDOL," has awarded Rockdale County grant funds under the FY23-Community Project uncing/congressonaly Directéd Spending for the purpose of establishing a Workforce Development Program to educate and train participants of the program on the maintenance of Electronic' Vehicles (the The County seeks to distribute the Grant Funds to CREDC as a! Sub Recipient to assist in the facilitation of the described Workforce Development Program in an effort to address the continuing need for economic mobility in Rockdale County. The described Workforce Development Program will involve a partnership with Georgia Piedmont Technical College (GPTC) and Restoration Storehouse Center Association, Inc.("Restoration Storehouse"this Memorandum will set forth the terms and conditions of such  "Grant Funds").  collaboration.  Section 1.2 Implementation of Memorandum.  The Memorandum shall be effective upon signing by both parties, and shall remain in effect, unless othèrwisè terminated as provided by the terms of this Memorandum, until completion of the project particularly associated with expenditure oft the Grant Funds or no later than three years from the effective date of this Memorandum, which ever event should occur first in time. In particular the Grant Funds will be utilized to acquire and install at the facilltles of Restoration Storehouse certain equipment (the "Project")a associated with the education of participants about electric vehicles and how to maintain electric vehicles pursuant to the curriculum established by GPTC and applicable provisions which may be  required by the USDOL Grant fund requirements.    Contract No. 2024-  Article 2 Project  Section 2.1 County Responsibillties  The County will be responsible for the following relative to the Project:  A. County will aid CREDCregarding the pre-award. phase, the award phase and post award phase oft the grant process Including but not limited to assisting CREDC in providing responses rèquested and B. County will int the best interest oft the Project, disperse funds to CREDC to execute the Project in  requirèd byt the US Department ofl labor concerning the Project.  conjunction with such undertaking by CREDC.  Section 2.2 CREDC Responsibilities CREDC will be responsible fori the following:  A. CREDC will be responsible for creating and executing the Project Plan. Management of the Project shall be done according to CREDC's practices and procedures as approved by the US DOL. The parties acknowledge and agree that CREDÇ will be contracting with Restoration Storehouse for certain duties and responsiblities associated with the Project. Specifically, in accordance with the terms of that agréement Restoration Storehouse will be responsible for undertaking and completing the B. CREDC will be responsible for selection, negotiation, and contracting with all contractors/vendors though the parties acknowiedge that CREDC will have an agreement with Restoration Storehouse fori that entity tol be directly Involved in such tasks rélated to the Implementation and completion of CREDC shall be responsible for securing and managing any subcontractors, volunteers or otherwise, D. CREDC: shall complete the Project by the date described in Section 2.1 of this Memorandum ("Project Completion Date"), unless otherwise agreed to by the parties in writing. In the event of an extension if time is needed, CREDC: shall provide the County with adequate. justification, in writing, ofthe need for such extension of time, and upon approval by the County, the Parties may enter into a written addendum to this Memorandum. Notwithstanding anything in the foregoing to the contrary, such extension will not be unreasonably withheld if legitimate cause exists for sucha E. CREDC certifies the activity (ies) carried out under this Memorandum will méet the USD DOL Community Project Alignment with the Guiding Pillars of the Workforce System: Building a Better Care Eçonomy, New Industry Partnerships that Lead to Real, Good Jobs, and Action Today fori the Future of Work. The activities requiring certification of CREDC are described and listed on Schedulel F. CREDC will agree to çomplete or supply all documentation required by the US DOLI for the distribytion oft the grant funds Including, but not limited to: (a) ecepts/cocumentation of purchases or expenses réquired for the Project and (b) as mày be required by the US DOL Program  scope described by paragraphs B, Çand D oft this Section 2.2.  the Project in addition to those tasks described in Paragraph CI below.  associated with the Projéct.  request.  attached hereto and made a part hereof.  regarding genrollment and completion information.  Section 2.3 Insurance and Indemnification    Contract No. 2024-  CREDC shall maintaln in full force and affect or cause Restoration Storehouse ori its related contractors, subcontractors and suppliers the coverage Insurance requirements described in Attachment A ofthis  Memorandum attached hereto and made a part hereof.  CREDC shall provide a certificate of insurance listing the County, as additional insured. CREDC: shall indemnify and hold harmless the County from and against all claims, damages, losses, and expenses arising out of or resulting from acts or omissions of CREDC, CREDC's contractors or subcontractors, or volunteers, arising out ofa and directly related to CREDC's performance ofi its responsibillties under the terms of this Memorandum. For any clalm made by the County under this indemnification and hold harmless provision the extent of CREDC's indemnification or hold harmless shall be limited to the insurance çoverage and associated limits of said coverage described in Schedule II Failure oft the County to request evidence of insurance will not be construed as à waiver of CREDC's obligation to purchase and maintain Insurance for the life of the MOU. Purchase ofi insurance required  attached hereto and made a part hereof.  hereunder shall be at CREDC's sole cost and expense. Section 2.4 Volunteer Opportunities and Publicity  County and CREDC agree to work together to facilitate one or more volunteer opportunities for County CREDC and County agree to work cooperatively on publici information opportunities, including but not limited to newspaper articles and special events surrounding the education, training and completion of the  employees to work ont the Project.  Project.  Section 2.5 Payment/Phase Schedule  Invoices must be submitted to the Grants Compliance Officer for the County by CREDC for reimbursement. Eachi invoice submitted shall be accompanied by a certification that the equipment in question has been ordered, the date of shipment or date of delivery or the scope of installation preparation or installation for the equipment and the costs associated therewith. Upon receipt of an undisputed invoice and certification and acceptance of same by the County, thei invoiced amount shall bei issued from the Grant Funds to CREDC within twenty days of receipt. Ini the alternative the County will issue Grant Funds to CREDC in $100,000 increments upon receipt of undisputed involce(s) with a certification from CREDC, not to éxceed Three  Hundred Thousand Dollars ($300,000.00). Section 2.6 Contact Persons  The Project team will consist of the designated Rockdale County Grants Manager who willl be the contact points for the duration of the Project and initial questions regarding any part of this process should be  directed to the said designee.  General Provisions    Section 2.7 Termination  Contract No. 2024-  Either party may terminate this Memorandum following the providing of written notice to the remaining party ofal breach of the terms of this Memorandum. Said notice shall state in particularity the! breach claimed and the party in receipt ofs said notice shall have thirty days to cure or in alternative to engage ina a After the transfer of grant funds has occurred, neither party may terminate this Memorandum unless such  reasonable course of action to accomplish a cure of the stated breach.  termination ist for cause or material non-performance and a failure to cure the same.  Section 2.8 Notices.  All notices required or permitted under this Memorandum must be given byl hand delivery, commercial  carrier delivéry, or email directed as follows: Ifintended for the County, to:  Rockdale County, Georgia Finance Department- Grants Division Attention: Grants Manager 958 Milstead Avenue Conyers, GA 3012 770-278- 7555 Email address: Ifi intended fort the CREDC, to:  Conyers Rockdale Economic Development Council (CREDC)  Attention: Kevin Hanna, President/CEO 936 Green Street, SW Conyers, GA 30012 678-509-0133 kevin@conyers-rockdale.com  Any notice delivered by mail In accordance with this Section will be effective on the third business day after being deposited in any post office or postal box regularly maintained by the United States Postal Service. Any notice delivered in accordance with hand delivery, overnight dellvery or email will be effective upon actual receipt. Either Party, by notice given as above, may change the address to which future notices may  be sent.  Section 2.9 Amendment.  This Memorandum maybe amended only by a duly authorized written instrument executed by the Parties.  Oral amendments to this Memorandum are not permitted.  Section 2.10 Applicable Law.    This Memorandum ist to be interpreted in all respects in accordance with the laws of the Contract State No. of 2024- Both parties agree to comply with all applicable rules, regulations, codes, laws, restrictions, and covenants. Georgia.  Section 2.11 Legal Effect of Memorandum  This Memorandum creates al binding and legally enforceable agreement between the Parties. There are no legal ore equitable remedies available to either Party resulting from al breach or alleged breach of the terms oft this Memorandum except the remedy of Specific Performance. Neither this Memorandum, statements made or documents prepared or submitted by the Parties in connection with the negotiations any leading up to the execution of this Memorandum, nor any statements made or documents prepared or submitted by thel Parties in connection with this Memorandum, are admissible in any litigation or other  judicial or administrative procèeding, Section 2.12 Annual Approprlation  Ifsufficient funds are not appropriated for the payment of sums due hereunder by the USDOL this Memorandum will automatically terminate. Neither Party's obligations under this Memorandum constitutes a general obligation indebtedness or multiple year direct or indirect debt or other financial obligation whatsoever within the meaning of the Constitution or laws of the State of Georgia. By signing this MOU, the parties acknowledge that each has read each and every page of this MOU before signing same and that they understand and assent to all the terms théreof. In addition, by signing this MOU, the parties acknowledge that they are entering into this MOU freely and voluntarily and under no  compulsion or duress. be as valid as the original.  For purposes of executing this MOU and any Amendment, ctrongcmedphotocped signatures shall  "SIGNATURE SECTION FOLLOWS ON NEXT PAGE"    Contract No. 2024-  IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the date and year first  above written.  CONYERS ROCKDALE ECONOMICDEVEIOPMENT dahh Kevin R. Hanna, President/CEO  ROCKDALE COUNTY, GEORGIA  COUNCIL(CREDC)  By:  By:  Osborn Nésbitt, Sr., Chairman  Federal Tax ID Number  22-3919236  Attest:  Attest:  Corporate Secrétary or Assistant Corporate Secretary  Jennifer Rutledge, Executive Director/County Clerk  Approved as to Form:  M. Qader A. Balg, County. Attorney    Contract No. 2024-  ATTACHMENTA INSURANCE:  Before starting any work, the successful contractor must furnish to Rockdale County certificate(s) ofi insurance from companies doing business in Georgia. The Company shall maintain ini full force and effect  insurance during the term of the Agreement:  the following  Coverages: Workers' Compensation Employers' Liabillty Bodily injury Liability except. Automobile Property Damage Liability except Automobile Personal & Advertising Injury Limit Products I Completed Ops. Automoblle Bodily Injury Liability Property Coverage/  Limits of Liability: Statutory $1,000,000.00 $1,000,000.00each. occurrence $1,000,000.00a aggregate $1,000,000.00 each occurrençe $1,000,000.00 aggregate $1,000,000.00 2,000,000.00: aggregate $1,000,000.00 each person $1,000,000.00 each occurrence  Automobile Property Damage Liability $1,000,000.00each occurrence  (Ifh hazardous substances are involved) Equal to or greater than the existing building limit if performing Contractor's Pollution Liability (with 1-year extended reporting period) Each Occurrence $1,000,000.00  renovations.  Aggregate $2,000,000.00 Aggregate $2,000,000.00 General Liability  Environmental Impairment Liability (with 1-year extended reporting period) Each Occurrence $1,000,000.00  $1,000,000.00  All insurance shall be provided by an insurer(s) acceptable to the County and shall provide thirty (30) days prior Rockdale, GA shall be named as Additional Insured under any General Liability, Business Auto and Umbrella Policies using ISO Additional Insured Endorsement forms CG 2010 or its equivalent. Coverage shall apply as Primary and non-contributory with Waiver of Subrogation in favor of Rockdale County, Georgia. The insurance carrier must have a minimum rating of A or higher as determined by the rating firm A.M. Best. Certificates must contain pollcy number, policy limits, and policy expiration date of all policies. The Invitation to Bid (1TB) number and project name must be inserted ini the Description of Operations section of the certificate.  notice of cancellation to the County.  Certifiçates are to be issued to: Rockdale County, Georgia 958 Milstead Avenue Conyers, GA: 30012