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HomeMy WebLinkAboutCONTRACT WITH KLEINSCHMIDT ASSOCIATES AND AUGUSTA UTILITIES_ TO PROVIDE FERC MANDATED 12 INDEPENDENT CONSULTANT DAM SAFETY INSPECTION SERVICES FOR THE AUGUSTA CANAL W�+TA STATE OF GEORGIA RICHMOND COUNTY MAJOR PROTECTS CONSULTANT SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA (CITY) AND CONSULTANT CONSULTANT: KLEINSCHMIDT ASSOCIATES PROJECT: Augusta Canal - Part 12 Independent Consultant Inspection DATE EXECUTED: DATE COMPLETED: 1 OF 29 REVISION DATE:September 2017 UGUST4 STATE OF GEORGIA RICHMOND COUNTY MAJOR PROJECTS CONSULTANT SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA (CITY) AND CONSULTANT This Agreement is made and entered into this day of_ ,2018 by and between AUGUSTA,Georgia,a political subdivision of the State of Georgia,hereinafter called the"CITY" and ,a Corporation authorized to do business in Georgia,hereinafter called the "CONSULTANT." WHEREAS,the CITY desires to engage a qualified and experienced consulting firm to furnish professional services for: • and, WHEREAS,the CONSULTANT has represented to the CITY that it is experienced and qualified to provide the services contained herein and the CITY has relied upon such representation. NOW,THEREFORE,in consideration of the mutual promises and covenant herein contained,it is agreed by and between the CITY and the CONSULTANT that: 2 OF 29 REVISION DATE: September 2017 pVGUST4 GEORGIA GENERAL PROVISIONS CONSULTANT has agreed,in this Agreement with CITY to procure the services of licensed design professionals, to provide the engineering services required to provide professional engineering services for the Project in accordance with the requirements as outlined in and attached as Attachment A-Scope of Services and other relevant data defining the Project. CONSULTANT COORDINATION The CONSULTANT shall cooperate fully with all municipalities, local government officials, utility companies, and other consultants as directed by the CITY. CONSULTANT and all relevant parties agree to work together on the basis of trust, good faith and fair dealing, and shall take actions reasonably necessary to enable each other to perform the work of this Agreement in a timely, efficient and economical manner. All parties agree to cooperate in a manner consistent with good engineering practice and will exercise the degree of skill and diligence normally employed by professional engineers or consultants practicing under similar conditions. CONSULTANT will re- perform any services not meeting this standard without additional compensation. AMENDMENTS TO AGREEMENT Every amendment to the Scope of Services shall become and is hereby made a part of this Agreement. Amendments must be fully executed by both the CONSULTANT and CITY to be valid. REDUCTION IN REQUIRED SERVICES If reductions in the required services are ordered by CITY,the credits shall be the amounts for such services as described in subsequently executed Amendments to this Agreement, and no claim for damages for anticipated profits shall accrue to the CONSULTANT. DATE CHANGES If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such periods of time or dates are changed through no fault of CONSULTANT, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment. AGREEMENT MODIFICATIONS This Agreement shall not be modified except by a duly executed Amendment hereto in writing under the hands and seals of both parties hereto. TIME OF COMPLETION The time of completion shall be as described in the schedule attached hereto as Attachment D - Schedule. 3 OF 29 REVISION DATE: June 2011 �4'GU37q CEORGN } This Agreement shall terminate immediately and absolutely at such time as appropriated and otherwise obligated funds are no longer available to satisfy the obligations of the CONSULTANT on behalf of the CITY under this Agreement. However,CONSULTANT will be compensated for all work prior to termination of contract even if the CITY has obligated the funds to other projects. PROJECT PROGRESS CONSULTANT'S services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion. LITIGATION Nothing in this Agreement shall be construed as obligating the CONSULTANT to appear,support, prepare, document, bring, defend or assist in litigation either undertaken or defended in behalf of the CITY except in consideration of compensation. All such services required or requested of CONSULTANT by the CITY except suits or claims between the parties to this Agreement will be reimbursed as additional services. BINDINGS It is further agreed that the CITY and CONSULTANT each binds itself and themselves, its or their successors, executors, administrators and assigns to the other party to this Agreement and to its or their successors, executors and assigns in respect to all covenants of this Agreement. Except as above, neither CITY nor the CONSULTANT shall assign, sublet or transfer its or their interest in this Agreement without prior written consent of the other party hereto. EXTENT OF THE AGREEMENT This Agreement represents the entire agreement between CITY and CONSULTANT and supersedes all prior negotiations,representations and agreements,either written or oral. 4 OF 29 REVISION DATE: June 2011 nUGUSiq GEQftGN DEFINITIONS Wherever used in this Agreement,whether in the singular or in the plural,the following terms shall have the following meanings: Agreement Execution - means the date on which CONSULTANT executes and enters into an Agreement with CITY to perform the Work. Agreement Price - means the total monies, adjusted in accordance with any provision herein, payable to the CONSULTANT under this Agreement. CITY-means a legal entity AUGUSTA,Georgia,a political subdivision of the State of Georgia. CONSULTANT - means the party or parties contracting directly with the CITY to perform Work pursuant to this Agreement. Contract - means the Agreement Documents specifically identified and incorporated herein by reference. Contract Time-means the period of time stated in this Agreement for the completion of the Work. Subcontractor-means any person, firm, partnership,joint venture,company,corporation,or entity having a contractual agreement with CONSULTANT or with any of its subcontractors at any tier to provide a part of the Work called for by this Agreement. Supplemental Agreement -means a written order to CONSULTANT signed by CITY and accepted by CONSULTANT,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. Task Order - means a written order specifying a Scope of Services, time of completion and compensation limit for services being provided by CONSULTANT. Task Orders shall be incorporated by reference as part of the Supplemental Conditions of this Agreement. 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 CONSULTANT under this Agreement. 5 OF 29 REVISION DATE: June 2011 E.puaU5tq\ coaRGN CONTRACT DOCUMENTS List of Documents The Agreement, the General Conditions, the Attachments, and any Supplemental Agreements, including Task Orders shall constitute the Agreement Documents(the"Agreement"). Conflict and Precedence 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. Agreement-Including Attachments 2. General Conditions 3. Supplemental Conditions-Including Task Orders 6 OF 29 REVISION DATE: June 2011 pucu5r4 ccoacan GENERAL CONDITIONS 1. COMMENCEMENT OF WORK The performance of services as defined in the Agreement between CONSULTANT and the CITY, and herein described in this Agreement as Attachment A shall be commenced upon receipt by the CONSULTANT of a written Notice To Proceed.The effective date of services shall be defined in the Notice To Proceed. 2. PROFESSIONAL STANDARDS The standard of care for all services performed or furnished by CONSULTANT under this Agreement will be the level of care and that is ordinarily used by members of CONSULTANT'S profession practicing under similar conditions. 3. CHANGES AND EXTRA WORK The CITY 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 CONSULTANT's compensation, which are mutually agreed upon by and between the CITY and the CONSULTANT, shall be incorporated in written Supplemental Agreements to the Agreement. Changes that involve an increase in the compensation shall be considered major, and require the approval of the CITY. 4. PERSONNEL The CONSULTANT 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 CITY. All of the services required hereunder will be performed by the CONSULTANT under its supervision, and all personnel engaged in the work shall be qualified and shall be authorized or permitted under law to perform such services. All key professional personnel, including subcontractors, engaged in performing services for the CONSULTANT under this agreement are indicated in a personnel listing attached hereto as Attachment C - Listing of Key Personnel and incorporate herein by reference. No changes or substitution shall be permitted in the CONSULTANT's Key Personnel without the prior written approval of the CITY or his designee. The CONSULTANT shall employ only persons duly registered in the appropriate category in responsible charge of supervision and design of the work. The CONSULTANT 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 for Professional Engineers and Land Surveyors, being in the full employ of the CONSULTANT and responsible for the work prescribed by this Agreement. 7 OF 29 REVISION DATE: June 2011 aucusrh CD cccu, 5. ACCURACY OF WORK The CONSULTANT shall be responsible for the accuracy of the work and shall promptly correct errors and omissions in its plans and specifications without additional compensation. The CONSULTANT shall give immediate attention to these changes so there will be a minimum of delay to others. Acceptance of the work by the CITY will not relieve the CONSULTANT of the responsibility for subsequent correction of any errors and the clarification of any ambiguities. 6. CONFIDENTIALITY The CONSULTANT agrees that its conclusions and any reports are for the confidential use and information of the CITY 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 CITY, and will only discuss the same with it or its authorized representatives. Upon completion of this Agreement term, all documents, drawings, reports, maps, data and studies prepared by the CONSULTANT pursuant thereto shall become the property of the CITY and be delivered thereto. 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 CITY. It is further agreed that if any information concerning the PROJECT, should be released by the CONSULTANT without prior approval from the CITY,the release of same shall constitute grounds for termination of this Agreement without indemnity to the CONSULTANT, but should any such information be released by the CITY or by the CONSULTANT with such prior approval, the same shall be regarded as public information and no longer subject to the restrictions of this Agreement. 7. OPEN RECORDS CONSULTANT acknowledge that all records relating to this Agreement and the services to be provided under the contract may be a public record subject to Georgia's Open Records Act (O.C.G.A. § 50-18-70, et seq.). CONSULTANT shall cooperate fully in responding to such request and making all records,not exempt,available for inspection and copying as provided by law. 8. JURISDICTION The law of the State of Georgia shall govern the CONTRACT between CITY and CONSULTANT with regard to its interpretation and performance,and any other claims related to this agreement. All claims, disputes and other matters in question between CITY and CONSULTANT arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The CONSULTANT, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County,Georgia. 8 OF 29 REVISION DATE: June 2011 pUGUstq 9. TERMINATION OF AGREEMENT FOR CAUSE If the CONSULTANT shall negligently or intentionally fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the CONSULTANT shall violate any of the material covenants, agreements or stipulations of this Agreement, CONSULTANT will be given the opportunity to commence correction of obligation within 5 days of written notice and diligently complete the correction thereafter. The CONSULTANT'S negligent or intentional failure to maintain the scheduled level of effort as proposed and prescribed, or its negligent or intentional deviation from the aforesaid schedule without prior approval of the CITY,shall constitute cause for termination. The CITY shall thereupon have the right to terminate this Agreement by giving written notice to the CONSULTANT of such termination, and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In such event, all finished or unfinished documents, maps, data, studies, work papers and reports prepared by the CONSULTANT under this Agreement shall become the property of the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents,as mutually agreed by the CITY and CONSULTANT. 10. TERMINATION FOR CONVENIENCE OF THE CITY The CITY may terminate this contract in part or in whole upon written notice to the CONSULTANT. The CONSULTANT shall be paid for any validated services under this Contract up to the time of termination. 11. COORDINATION AND COOPERATION WITH OTHER UTILITIES AND CONSULTANTS CONSULTANT shall exercise its professional skill and care consistent with the standard of care to thoroughly research all utility records to identify the existing facilities on the submitted roadway plans for avoidance, or resolution, of conflicts with the proposed Scope of Services. In conducting such research the CONSULTANT is entitled to rely upon the completeness or accuracy of information provided by the CITY. If the CITY undertakes or awards other contracts for additional related work, the CONSULTANT shall fully cooperate with such other CONSULTANTs and the CITY employees or appointed committee(s), and carefully fit its own work to such additional work as may be directed by the CITY. The CONSULTANT shall not commit or permit any act which will interfere with the performance of work by any other CONSULTANT or by CITY employees. 12. COVENANT AGAINST CONTINGENT FEES The CONSULTANT 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 CONSULTANT for the purpose of securing business and that the CONSULTANT has not received any non-CITY fee related to this Agreement without the prior written consent of the CITY. For breach or violation of this warranty,the CITY 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. 9 OF 29 REVISION DATE: June 2011 Ektp 13. RESPONSIBILITY FOR CLAIMS AND LIABILITY The CONSULTANT shall be responsible for any and all damages to properties or persons caused by the negligent or intentional misconduct of its employees, subcontractors, or agents, and shall hold harmless the CITY,its officers, agents and employees from damages to the extent found to be resulting from the CONSULTANT, its subcontracts, or agent in the negligent performance or non- performance of work under this Agreement. These indemnities shall not be limited by reason of the listing of any insurance coverage. 14. INSURANCE The CONSULTANT 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 the CITY 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 CONSULTANT in performance of the work during the term of this Agreement. The CONSULTANT 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 CONSULTANT shall provide,at all times that this Agreement is in effect,Insurance with limits of not less than: A. Workmen's Compensation Insurance-in accordance with the laws of the State of Georgia. B. Public Liability Insurance - in an amount of not less that One Million ($1,000,000) Dollars for injuries,including those resulting in death to any one person,and in an amount of not less than One Million($1,000,000)Dollars on account of any one occurrence. C. Property Damage Insurance - in an amount of not less than One Million ($1,000,000) Dollars from damages on account of an occurrence,with an aggregate limit of One Million ($1,000,000) Dollars. D. Valuable Papers Insurance - in an amount sufficient to assure the restoration of any plans, drawings,field notes,or other similar data relating to the work covered by the Project. E. Professional Liability Insurance -in an amount of not less than One Million($1,000,000) Dollars or an amount that correlates to the aggregate fee on the project should it exceed$1,000,000. CITY will be named as an additional insured with respect to CONSULTANT's liabilities hereunder in insurance coverage's identified in items(b)and (c). The policies shall be written by a responsible company(s),to be approved by the CITY, and shall be noncancellable except on thirty-(30) days' written notice to the CITY. Such policies shall name the CITY as co-insured,except for worker's compensation and professional liability policies,and a copy 10 OF 29 REVISION DATE: June 2011 0E08GN of such policy or a certificate of insurance shall be filed with the Director at the time of the execution of this Agreement. 15. PROHIBITED INTERESTS 15.1 Conflict of Interest: The CONSULTANT 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. The CONSULTANT further agrees that, in the performance of the Agreement,no person having such interest shall be employed. 15.2 Interest of Public Officials: No member, officer,or employee of the CITY during his tenure or for one year thereafter,shall have any interest,direct or indirect,in this Agreement or the proceeds thereof. 15.3 Employment of CITY's Personnel: The CONSULTANT shall not employ any person or persons in the employ of the CITY for any work required by the terms of the Agreement, without the written permission of the CITY except as may otherwise be provided for herein. 16. SUBCONTRACTING The CONSULTANT shall not subcontract any part of the work covered by this Agreement or permit subcontracted work to be further subcontracted without the CITY's prior written approval of the subcontractor. All subcontracts in the amount of$5,000 or more shall include, where possible, the provisions set forth in this Agreement. 17. ASSIGNABILITY The CONSULTANT 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 CITY. 18. EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement, the CONSULTANT agrees as follows: (1) the CONSULTANT will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin; (2) the CONSULTANT 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 CONSULTANT 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 subcontractor,provided that the foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies of raw materials. 19. DRUG FREE WORK PLACE 11 OF 29 REVISION DATE: June 2011 nocusr, CONSULTANT shall be responsible for insuring that its employees are not be involved in any manner with the unlawful manufacture, distribution, dispensation, possession, sale or use of a controlled substance in the workplace. For purposes of the policy, "workplace" is defined as CITY owned or leased property,vehicles,and project or client site. Any violation of the prohibitions may result in discipline and/or immediate discharge. CONSULTANT shall notify the appropriate federal agencies of an employee who has a criminal drug statute conviction for workplace violation. CONSULTANT may require drug or alcohol testing of employees when contractually or legally obligated,or when good business practices would dictate. 20. ANTI-KICKBACK CLAUSE Salaries of architects, drafters, engineer's, 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 CONSULTANT hereby promises to comply with all applicable "Anti-kickback" laws, and shall insert appropriate provisions in all subcontracts covering work under this Agreement. 21. AUDITS AND INSPECTORS At any time during normal business hours and as often as the CITY may deem necessary, the CONSULTANT shall make available to the CITY and/or audit representatives of the CITY for examination all of its records with respect to all matters covered by this Agreement. It shall also permit the CITY and/or representatives of the 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 CONSULTANT 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 CITY or any reviewing agencies, and copies thereof shall be furnished upon request at cost plus 10%. The CONSULTANT agrees that the provisions of this Article shall be included in any Agreements it may make with any subcontractor,assignee,or transferee. 22. OWNERSHIP,PUBLICATION,REPRODUCTION AND USE All documents and materials prepared as an instrument of service pursuant to this Agreement are the property of the CITY. The CITY shall have the unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, maps, or other materials prepared under this Agreement without according credit of authorship. The CITY shall hold harmless the CONSULTANT against all claims arising out of such use of documents and materials without the CONSULTANT's knowledge and written consent. 23. VERBAL AGREEMENT OR CONVERSATION 12 OF 29 REVISION DATE: June 2011 kLGUST4 amitGIS No verbal agreement or conversation with any officer, agent, or employee of the CITY, either before, during, or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained, nor shall such verbal agreement or conversation entitle the CONSULTANT to any additional payment whatsoever under the terms for this Agreement. All changes to this Agreement shall be in writing and appended hereto as prescribed in Article 3 above. 24. INDEPENDENT CONTRACTOR The CONSULTANT shall perform the services under this Agreement as an independent contractor and nothing contained herein shall be construed to be inconsistent with this relationship or status. Nothing in this Agreement shall be interpreted or construed to constitute the CONSULTANT or any of its agents or employees to be the agent,employee,or representative of the CITY. 25. NOTICES All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices shall be addressed as follows: CITY: CONSULTANT: ADMINISTRATOR Jason Aberdeen,Vice President AUGUSTA,GEORGIA KLEINSCHMIDT ASSOCIATES 535 Telfair Street Suite 910 141 Main Street Augusta,GA 30901 Pittsfield,ME 04967 Copy to: DIRECTOR AUGUSTA UTILITIES DEPARTMENT 452 Walker Street;Suite 200 Augusta,GA 30901 26. TEMPORARY SUSPENSION OR DELAY OF PERFORMANCE OF CONTRACT To the extent that it does not alter the scope of this agreement, the CITY may unilaterally order a temporary stopping of the work,or delaying of the work to be performed by CONSULTANT under this agreement. 27. DEFECTIVE PRICING To the extent that the pricing provided by CONSULTANT is erroneous and defective, the parties may,by agreement,correct pricing errors to reflect the intent of the parties. 28. SPECIFIED EXCUSES FOR DELAY OR NON-PERFORMANCE CONSULTANT is not responsible for delay in performance caused by hurricanes, tornadoes, floods, and other severe and unexpected acts of nature. In any such event, the contract price and schedule shall be equitably adjusted. 13 OF 29 REVISION DATE: June 2011 29. HOLD HARMLESS Except as otherwise provided in this agreement, CONSULTANT shall indemnify and hold harmless Augusta, GA, and its employees from and against liabilities, claims, suits, demands, damages,losses, and expenses,including reasonable attorneys' fees to the extent recoverable under applicable law,to the extent found to have been caused by the negligent performance of its Work. 30. GEORGIA PROMPT PAY ACT NOT APPLICABLE The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act. 31. RIGHT TO INSPECT PREMISES Augusta, Georgia may,at reasonable times,inspect the part of the plant,place of business, or work site of CONSULTANT or any subcontractor of CONSULTANT or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta,Georgia. 32. E-VERIFY All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program. All contractors and subcontractors must provide their E-Verify number and must be in compliance with the electronic verification of work authorized 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 of 1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13- 10-91 and shall continue to use the federal authorization program throughout the contract term. All contractors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia the contractor will secure from such subcontractor(s) each subcontractor's E-Verify number as evidence of verification of compliance with O.C.G.A. § 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s)is retained to perform such physical services. 33. LOCAL SMALL BUSINESS LANGUAGE In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Contractor expressly agrees to collect and maintain all records necessary to for Augusta,Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all contracts where a local small business goal has been established, the contractor is required to provide local small business utilization reports. Contractor shall report to Augusta,Georgia the total dollars paid to each local small business on each contract, and shall provide such payment affidavits,regarding payment to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be 14 OF 29 REVISION DATE: June 2011 gLGUSiq cEOR., submitted at such times as required by Augusta,Georgia.Failure to provide such reports within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to, withholding payment from the contractor and/or collecting liquidated damages. 34. ACKNOWLEDGEMENT "Consultant acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Consultant is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Consultant's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the Consultant may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Consultant agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Consultant provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by Consultant. Consultant assumes all risk of non-payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and services,except revenue producing contracts. [SIGNATURES ON FOLLOWING PAGE] 15 OF 29 REVISION DATE: June 2011 ...,,rq �coacil IN WITNESS WHEREOF,said parties have hereunto set their seals the day and year written below: CITY: CONSULTANT: AUGUSTA,GEORGIA(CITY) KLEINS .. IDT ASSOCIATES 4.BY: G BY: �� PRINTED NAME:Hardie avis, Tr. P " D NAME:Jason Aberdeen AS ITS: MAYOR AS ITS: Vice President I. ATTEST Cly r"salikk ATTEST: 4 / 04,30-",VO4./fliviti,;is 0 t 1 f 4'- fiif .4 i ''ft:1;S! ? 4(d/1p 7r/fetilte...4H- PRAT VAIN ,k ^ : ' ti 1 ♦ PRINTED NAME /i�Zt ye Leaf AS ID'S dilerk s s .`s "4;n • / AS ITS: �d�p j° � f^ 01, il �, s DATE '1A' W DATE: d� 66.N.00*. / / Nit �'kUkdig p` ~ Copy To: �m�s'' "DI'REC'TOR -.,w, ....,... _.,_,,.... '" AUGUSTA UTILITIES DEPARTMENT 452 Walker Street,Suite 200 Augusta,GA 30901 16 OF 29 REVISION DATE: June 2011 CCLGt STD 4 eoscu CONSULTANT'S RESPONSIBILITIES CONSULTANT , in order to determine the requirements of the Project, shall review the information in Attachment A-Scope of Services.CONSULTANT shall review its understanding of the Project requirements with CITY and shall advise CITY of additional data or services which are not a part of CONSULTANT's services,if any,necessary for design to begin. PROTECT UNDERSTANDING Upon request from the CONSULTANT, CITY may provide all criteria and full information as to CITY's and CONSULTANT'S requirements for this part of the project,including design objectives and constraints,space,capacity and performance requirements, flexibility and expendability,and any budgetary limitations. CONSULTANT may request from the CITY to furnish data, reports, surveys,and other materials that may be relied upon in performing CONSULTANT'S services. REVIEW OF WORK Authorized representatives of the CITY may at all reasonable times review and inspect the project activities and data collected under the Agreement and amendments thereto. All reports, drawings, studies, specifications, estimates, maps and computation prepared by or for the CITY in association with this Agreement shall be subject to review. The CITY may at any time request progress reports, prints or copies of any work performed under this Agreement. Refusal by the CONSULTANT to submit progress reports and/or plans shall be cause to withhold payment to the CONSULTANT until the CONSULTANT complies with the CITY's request in the regard. The CITY's review recommendations shall be incorporated into the plans by the CONSULTANT. CONSULTANT'S INSURANCE CONSULTANT will maintain throughout this AGREEMENT the following insurance limits as specified in General Condition 14-Insurance. 17 OF 29 REVISION DATE: June 2006 CCSta E09GIA CITY'S RESPONSIBILITES CITY-FURNISHED DATA CITY will provide to CONSULTANT all data in CITY's possession relating to CONSULTANT's services on the PROJECT. CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CITY. RIGHT TO ENTER The CONSULTANT will notify all property owners or occupants of the intent to enter properties for the purpose of accomplishing work in accordance with the practices of the CITY. The CONSULTANT shall discuss with and receive approval from the CITY prior to sending notices of intent to enter private property. Upon request by the CONSULTANT, the CITY will provide the necessary documents identifying the CONSULTANT as being in the employ CITY for the purpose described in the Agreement. ADVERTISEMENTS,PERMITS,AND ACCESS Unless otherwise agreed to in the Scope of Services, CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for CONSULTANT's services or PROJECT construction. TIMELY REVIEW CITY will examine CONSULTANT's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required by CITY in a timely manner. PROMPT NOTICE CITY will give prompt written notice to CONSULTANT whenever CITY observes or becomes aware of any development that affects the scope or timing of CONSULTANT's Services,or of any defect in the work of CONSULTANT or construction contractors. CITY'S INSURANCE CITY will maintain property insurance on all pre-existing physical facilities associated in any way with the PROJECT. LITIGATION ASSISTANCE The Scope of Services does not include costs of CONSULTANT for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by CITY.All such Services required or requested of CONSULTANT by CITY,except for suits or claims between the parties to this AGREEMENT, will be reimbursed as additional services. 18 OF 29 REVISION DATE: June 2011 nucasrq eeoncw ATTACHMENT A— SCOPE OF SERVICES PROJECT DESCRIPTION: Perform the 3rd Part 12 Independent Consultant Dam Safety Inspection Report (CSIR) of the City of Augusta's (City) Augusta Canal Hydroelectric Project (Project), FERC No. 11810. The CSIR shall be performed per Chapter 14 of FERC's Engineering Guidelines for the Evaluation of Hydroelectric Projects, Revision 3, May 2017(Guidelines). In addition to the work of the Part 12 Inspection, the Independent Consultant shall perform an external audit of the City's "Owner's Dam Safety Program" (ODSP) per the requirement of Part 12,Subpart D of FERC's regulations (Code of Federal Regulations: 18 CFR Part 12). The CSIR and the ODSP report are due to FERC by June 30,2019. SCOPE OF WORK: The work to be perform shall be as outlined in detail in CONSULTANT's Proposal for Engineering Services,Proposal No. 2097001.00,Augusta Canal Hydroelectric Project 3rd Part 12 Dam Safety Inspection proposal of August 24, 2018; briefly summarized as follows: 1.0 Part 12 Inspection Report 1.1 Review of Background Information The CONSULTANT shall review the previous CSIRs, the Supporting Technical Information Document (STID), Potential Failure Mode Analysis Report and Addendums, dam safety correspondence with FERC, FERC's current Annual Inspection Report, and the new reports addressing the Project's Inflow Design Flood and stability analyses and other related documents. 1.2 Review of Supporting Technical Information Document The City will utilize the services of Cranston Engineering to revise the STID as needed to comply with the Guidelines. Kleinschmidt shall provide a memo that identifies what changes should be made to the STID, and the Dam Surveillance and Monitoring Plan, to meet the Guidelines'requirements. 1.3 Review of Instrumentation and Survey Data Review data provided by the City to monitor the movement, stability, or uplift of the water retaining structures. Per the Guidelines, Appendix D, the data plots will cover not less than 15 years of data,if available. 19 OF 29 REVISION DATE: June 2011 E. ,Lsra a 1.4 Field Inspection The CONSULTANT will observe the water retaining structures, focusing not only on the condition of the structures, but considering the findings of the Potential Failure Mode Analysis (PFMA). The inspection will assess the condition of the diversion dam, if not being overtopped, the 7-mile-long canal and any structure that intrudes into or passes beneath the canal dikes and waterways. The CONSULTANT will review and offer an opinion on the adequacy of the operation and monitoring of the Project in terms of the findings of the PFMA, and review maintenance procedures and repairs made (if any) to the Project's water retaining structures as a result of recommendations from previous CSIR(s). The City make provisions to provide the necessary safety equipment, clearances, and field checks needed to allow access to any galleries, passages,or confined spaces associated with the Project's structures. The canal and diversion dam shall be inspection in December 2018 when the canal is at full pool, and the canal respected in January 2019 when the canal is drained to accommodate schedule repairs to the canal dikes. 1.5 Part 12 Report Preparation The CSIR will be prepared in a format that complies with the FERC's requirements as contained in the Guidelines, Appendix H. Pertinent sections of the report will contain clear statements as to the extent of review of analyses and studies that were performed by or under the direction of the CONSULTANT, and those sections will also clearly state whether the CONSULTANT agrees with the methods of analyses, assumptions, and findings of the studies or analyses. Five bound copies and a PDF copy of the report shall be provided to the City for submittal to FERC; and an electronic copy of the memo identifying revisions needed to the STID will be provided to the City. 2.0 PFMA Review 2.1 FERC Teleconference The CONSULTANT will participate in a teleconference with FERC and the City and Cranston Engineering to discuss FERC's expectations for the PFMA Review and documentation. 2.1 Review Documents for the PFMA The CONSULTANT will review the existing PFMA Report and other documents provided by the City that potentially provide information to address the expansion or reclassification of existing or development of new PFMs. 20 OF 29 REVISION DATE: June 2011 NLGGST, Gf08GIP 2.3 Review of PFMA Report The CONSULTANT shall participated in the review of the PFMA Report. The City will also utilize the services of Cranston Engineering to participate in the review of the PFMA Report. Per FERC's request the City will provide a qualified engineer to facilitate and direct the review of the PFMA Report. 2.4 Revise PFMA Report The City will utilize the services of Cranston Engineering to revise the PFMA Report to comply with the Guidelines with the CONSULTANT advising and working with Cranston Engineering on the reformatting and revisions needed. 3.0 Audit of Owner's Dam Safety Program The CONSULTANT shall perform an audit of the ODSP in compliance with FERC's requirements. The CONSULTANT shall review the ODSP and other documents provided by the City and he shall conduct interviews with City and canal Authority personal as needed to conduct the audit. Kleinschmidt shall k provide an electronic copy of the draft report to the City for review. The final report shall contain the P.E. Stamp and signature of the CONSULTANT and five hard copies and one PDF copy of the report provided to the City for submittal to FERC. 21 OF 29 REVISION DATE: June 2011 naucusrti ATTACHMENT B - COMPENSATION The CITY shall compensate the CONSULTANT for services, which have been authorized by the CITY under the terms of this Agreement. The CONSULTANT may submit to the CITY a monthly invoice,in a form acceptable to the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. CITY agrees to pay promptly CONSULTANT's fees and expenses as submitted on monthly invoices. If any balance remains unpaid thirty days from the date of the invoice, CITY shall pay interest on the unpaid balance at the rate of one and one-half percent per month from said thirtieth day and shall, in addition, pay CONSULTANT's costs of collection including reasonable legal fees. The CITY shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably in excess of the actual phase of completion of each phase. The CITY shall pay each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems,which have been encountered,which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses,labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writing. The Work shall be performed on an Hourly Rate Basis plus expenses for an estimated cost as follows: 22 OF 29 REVISION DATE: June 2011 xucasra. ceaacu Part 12 Inspection $ 83,182 PFMA Review $ 20,618 Audit of ODSP $ 9,700 TOTAL $113,500 23 OF 29 REVISION DATE: June 2011 GE .7) KLEINSCHMIDT ASSOCIATES 2018 AND 2019 RATES(USD) LABOR CATEGORY 2018 HOURLY 2019 HOURLY BILLING RATE BILLING RATE SENIOR CONSULTANTS Principal Consultant Fl $215.00 $220.00 Senior Manager M1G $200.00 $206.00 Team Leader M1T $172.00 $178.00 ENGINEERS Senior Engineering Consultant E6 $187.00 $195.00 Senior Engineer E5 $156.00 $162.00 Project Engineer E4 $140.00 $146.00 Engineer E3 $130.00 $135.00 Staff Engineer E2 $120.00 $124.00 Engineer Technician El $90.00 $101.00 LICENSING COORDINATORS/PLANNERS Senior Regulatory/Planner Advisor L/P7 $200.00 $211.00 Senior Licensing Coordinator/Planner L/P6 $161.00 $168.00 Project Licensing Coordinator/Planner L/P5 $135.00 $141.00 Licensing Coordinator/Planner L/P4 $120.00 $124.00 Staff Licensing Coordinator/Planner L/P3 $104.00 $108.00 Associate Licensing Coordinator/Planner L/P2 $88.00 $92.00 Licensing Coordinator/Planner Technician L/P1 $71.00 $74.00 SCIENTISTS Senior Science Advisor S7 $204.00 $212.00 Senior Scientist S6 $161.00 $168.00 Project Scientist S5 $133.00 $138.00 Scientist S4 $118.00 $122.00 Staff Scientist S3 $99.00 $106.00 Associate Scientist S2 $80.00 $84.00 Scientist Technician S1 $70.00 $74.00 DESIGNERS/DRAFTERS Senior Designer D4 $120.00 $130.00 Designer D3 $105.00 $114.00 Senior Drafter D2 $90.00 $97.00 Drafter D1 $80.00 $87.00 PROJECT AND PROGRAM MANAGEMENT Program Director PD $210.00 $220.00 Senior Project Manager PM2 $205.00 $215.00 Project Manager PM1 $175.00 $184.00 Senior Administrative Manager A7 $140.00 $146.00 Administrative Manager A6 $115.00 $119.00 Administrative Coordinator A5 $105.00 $108.00 Senior Administrative Staff A4 $95.00 $97.00 Administrative Staff A3 $83.00 $87.00 Associate Administrative Staff A2 $70.00 $72.00 Office Assistant Al $64.00 $67.00 24 OF 29 REVISION DATE: June 2011 M.SUStj ATTACHMENT C - LISTING OF KEY PERSONNEL CONSULTANT shall provide qualified personnel to perform its work. The list of key personnel below,including a designated Program Manager will not change or be reassigned without the written approval of the CITY. Those personnel committed for this work are as follows: Paul Cyr,P.E.,Independent Consultant and Project Manager No Subconsultants will be used in the performance of the work. 25 OF 29 REVISION DATE: June 2011 /AUGUST.i G2GACdP ATTACHMENT D - SCHEDULE FOR PERFORMANCE Date Action Task September 17,2018 the City to provide CONSULTANT copies of documents ---- referenced in CONSULTANT'S Proposal October 16,2018 FERC Teleconference call to discuss PFMA PFMA November 13-15,2018 PFMA Review PFMA December 10-14,2018 Part 12 Inspection of dam and canal at full pool CSIR December 21, 2018 Cranston Engineering submits draft of PFMA Report to PFMA CONSULTANT review January 11,2019 CONSULTANT provides Cranston Engineering with PFMA comments on draft PFMA Report January 22-24,2019 Part 12 Inspection of canal drained CSIR February 8,2019 Cranston Engineering submits to City revised draft of PFMA PFMA Report between February 8 City provides Cranston Engineering with comments on PFMA and May 3,2019 revised review draft of PFMA Report;Cranston Engineering revises draft PFMA Report;City submits revised review draft of PFMA Report to FERC;FERC submits comments to City;City distributes comments to Cranston Engineering and CONSULTANT April 5,2019 CONSULTANT submits to City review draft of ODSP ODSP Audit Report April 19,2019 Cranston Engineering finalizes PFMA Report and PFMA provides copies to City and CONSULTANT May 3,2019 City provides CONSULTANT comments on ODSP Audit ODSP Report May 3,2019 CONSULTANT submits to City review draft of the Part CSIR 12 Report 26 OF 29 REVISION DATE: June 2011 AUGU5t4 (4,_,‘‘,._.) t � cE08GGN May 31,2019 City provides CONSULTANT comments on Part 12 CSIR Report June 14,2019 CONSULTANT provides City with final copies of the CSIR& Part 12 Report and the ODSP Audit Report ODSP June 30,2019 City submits to FERC Part 12 Report,PFMA Report, ---- ODSP Audit Report 27 OF 29 REVISION DATE: June 2011 hLcus7'q CONSULTANT SERVICES As a part of this Agreement the CONSULTANT agrees to furnish the following checked items (CONSULTANT to initial in the space provided acknowledging responsibility to furnish said item). Prior to Authorization To Proceed: Q Detailed Scope of Services based upon Schedule A of this Agreement to be submitted with Cost Proposal clearly defining the CONSULTANT'S understanding of the project limits,design objectives and CONSULTANT'S services to be provided. Q Cost Proposal that will include cost of surveying, design, preparation of construction plans and specifications, and other services requested in the CITY's Request for Proposal. ? Schedule for submittal of review documents final documents. AUGUSTA UTILITIES DEPARTMENT CONS NT ^� / BY: 7 ,)__W ~L. BY: PRINTED NAME: PRINT'6 '4 AME: 'Eason Aberdeen TITLE: DIRECTOR T LE: Vice President /dent DATE: c! Si 11 DATE: /"/✓/ [ c 28 OF 29 REVISION DATE: June 2011 {{ff gl'GUSTq �tA ADDITIONAL SERVICES: 1. Revisions to the Scope of Work after this AGREEMENT has been executed by the CITY. 2. Out-of-town meetings or conferences required of the CONSULTANT by the CITY. 3. Other not described above,as approved by the CITY. NOTE: It is the responsibility of the CONSULTANT as contracted by the CITY to provide professional engineering services. It is expected that such professionals will operate in a manner which assures the interests of the common welfare,rather than in a manner which promotes their own financial gain. It is expected that such professionals will act as a faithful agent for the CITY as a client. It is the duty of the CONSULTANT to protect the safety,health and welfare of the public in the performance of their professional duties. i • 29 OF 29 REVISION DATE: June 2006