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Home My WebLink AboutPROFESSIONAL SERVICE AGREEMENT FOR THE LANEY WALKER/BETHLEHEM REVITALIZATION PROJECT TO GREATER AUGUSTA ARTS COUNCIL ON BEHALF OF HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT (HCD) Professional Services Agreement BETWEEN Housing and Community Development Department AND Greater Augusta Arts Council FOR "Laney Walker Bethlehem Enhancement of Public Space Through Public Art" THIS AGREEMENT, is made and entered into as of thec9'day of Abri , 2019 ("the effective date") by and between Augusta,Georgia through the Housing and Community Development Department(hereafter referred to as"HCD")with principal offices located at 925 Laney Walker Blvd, 3rd Floor,Augusta, GA 30901, as party of the first part, hereinafter called "Augusta,GA" and Greater Augusta Arts Council as party in the second part. WITNESSETH WHEREAS, HCD is undertaking certain activities related to the revitalization of certain neighborhoods; and WHEREAS, HCD desires to engage Greater Augusta Arts Council for the purpose of contributing to the Laney Walker Bethlehem Revitalization enhancement of public spaces, NOW,THEREFORE,the parties of this agreement for the consideration set forth below, do here and now agree to the following terms and conditions: 1. EMPLOYMENT. HCD agrees to engage Greater Augusta Arts Council, and Greater Augusta Arts Council agrees to provide HCD services which involve working with HCD's staff,contractors, funding sources and neighborhood-based organizations in the enhancement of Public Space throughout of Laney Walker/Bethlehem neighborhoods. 2. SCOPE OF SERVICES.The Greater Augusta Arts Council will contribute to the Laney Walker Bethlehem Revitalization enhancement of public spaces by providing public art from four local artists. The art shall be a combination of performance and visual art installations. The intent of the endeavor is to bring the cultural history studied and recorded by the Lucy Craft Laney Museum of Black History out into the public space. Public Art will highlight the proud history of the area for people who have lived there for many years,for those moving into the area as it is revitalized,and to help the area evolve as a cultural tourism draw for visitors. The funds shall be expended as follows: a. The Greater Augusta Arts Council will pay each of the four artists$1,000.00 upon completion of their public art installation/performance. b. The Greater Augusta Arts Council shall pay the Lucy Craft Laney Museum $999.00 for the research and administrative costs incurred in bringing the project to fruition. c. It is understood and agreed by the parties that the services of Greater Augusta Arts Council do not include any of the following:The disbursement or account of funds distributed by HCD's financial officer, legal advice,fiscal audits,or assistance with activities not related to the performed services. 3. DEFECTIVE PRICING.To the extent that the pricing provided by Greater Augusta Arts Council is erroneous and defective,the parties may, by agreement, correct pricing errors to reflect the intent of the parties. Augusta Housing and Community Development Greater Augusta Arts Council Page 1 4. EFFECTIVE DATE AND TIME OF PERFORMANCE.This agreement takes effect on 2019 and will conclude once work is completed. HCD may discontinue the agreement any time during the agreement period with 30 day notice to Greater Augusta Arts Council.Greater Augusta Arts Council may discontinue this agreement with 30 day notice to HCD. 5. COMPENSATION.Scope of Services(signed proposal)will detail types of services to be performed, and fee for the requested services on a fee plus scale.The base cost of services is Four Thousand Nine Hundred and Ninety-Nine Dollars and 00/100($4,999.00). For the satisfactory completion of the services to be provided under this agreement,Greater Augusta Arts Council will submit,to HCD,an invoice for public art to enhance of public space (may be paid directly to the contractor). 6. SPECIFIED EXCUSES FOR DELAY OR NON-PERFORMANCE.Greater Augusta Arts Council 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. 7. GEORGIA PROMPT PAY ACT NOT APPLICLBE.The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act. 8. INDEPENDENT CONTRACTOR. It is understood by the parties hereto that Greater Augusta Arts Council is an approved independent contractor and as such, neither it nor its employees, if any, are employees of HCD or Augusta, GA for purposes of tax, retirement system,or social security (FICA)withholding. It is further understood that Greater Augusta Arts Council will maintain at its expense for the duration of this agreement,coverage in a workers'compensation plan for its principles and employees for the services to be performed here under or provide documentation of exemption. 9. ELIGIBILTY. Greater Augusta Arts Council certifies that its business and principles are not debarred, suspended,voluntarily excluded,or otherwise ineligible for participation in federally assisted contracts under Executive Order 12549; "Debarment and Suspension" [25 CFR 24.505]. 10. CONFLICT OF INTEREST. Greater Augusta Arts Council governs that it presently has no interest and will not acquire any interest,direct or indirect, in the project that would conflict in any manner or degree with the performance of its services hereunder. Greater Augusta Arts Council further covenants that in performing this agreement, it will employ no person who has any such interest. Greater Augusta Arts Council shall not be permitted to provide services in the Laney Walker/Bethlehem Redevelopment Project Area for the express purposes of delivering the services,to Augusta, Georgia without the written consent of HCD. 11. ENTIRE AGREEMENT: MODIFICATION.This agreement contains the entire agreement between the parties, and no statements, promises,or inducements made by either party,or agents of either party,that are not contained in the written Agreement,are valid or binding, No changes, amendments or alterations shall be effective unless in writing and signed by both parties. Greater Augusta Arts Council specifically acknowledges that in entering into and executing this agreement,they rely solely upon the provisions contained in this agreement and not others. 12. NON-ASSIGMENT OF AGREEMENT. Inasmuch as this agreement is intended to secure the specialized services of Greater Augusta Arts Council, Greater Augusta Arts Council may not assign its rights, including the right to compensation,transfer,and delegate or subcontract or assignee will be bound by all the terms and conditions of this agreement. Augusta Housing and Community Development Greater Augusta Arts Council Page 2 13. ASSIGNMENT OF PERSONNEL.Greater Augusta Arts Council shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided and acceptable to HCD,as is evidenced in writing. 14. INDEMIFICATION.Greater Augusta Arts Council waives any and all claims and recourse against HCD, including the right of contribution for loss and damage to person and property arising from,growing out of,or in any way connected with or incidental to Greater Augusta Arts Council's negligent performance of this agreement. Further, Greater Augusta Arts Council will indemnify, hold harmless,and defend HCD against any and all claims,demands,damages,costs, expenses, or liabilities arising out of Greater Augusta Arts Council's negligent performance of this agreement except for liability arising out of the concurrent or sole negligence of HCD or its officers, agents, or employees.Greater Augusta Arts Council shall also indemnify HCD for any adverse determination made by the Internal Revenue Service or the State Franchise Tax Board against Greater Augusta Arts Council with respect to Greater Augusta Arts Council's "independent consultant"status that would establish a liability for failure to make any social security of income tax withholding payments. 15. INSURANCE. Greater Augusta Arts Council shall have and maintain in full force and effect for the duration of this agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by Greater Augusta Arts Council, its agents, representatives,or employees. 16. BREACH OF CONTRACT. In the event of breach of agreement by Greater Augusta Arts Council, HCD may at its option engage the services of another consultant to complete the work and deduct the cost of performance under this agreement, and then the affected party may pursue all legal remedies available for breach of agreement. 17. TERMINATION OF AGREEMENT.This Agreement may be terminated as follow: a. Termination for cause: i. If HCD determines that Greater Augusta Arts Council has failed to comply with the terms and conditions of the Agreement, it may terminate this agreement in whole or in part any time before the date of completion. If Greater Augusta Arts Council fails to comply with any of the terms and conditions of this agreement, HCD may give notice, in writing,to Greater Augusta Arts Council,of any or all deficiencies claimed.The notice will be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period to be specified in the notice, HCD may,with no further notice, declare this agreement to be terminated. Greater Augusta Arts Council will thereafter be entitled to receive payment for those services reasonably performed to the date of termination less the amount of reasonable damage suffered by HCD by reason of Greater Augusta Arts Council's failure to comply with this agreement. ii. Notwithstanding the above, Greater Augusta Arts Council is not relieved of liability to HCD for damages sustained by HCD by virtue of any breach of this agreement by Greater Augusta Arts Council, and HCD may withhold any payments to Greater Augusta Arts Council for purposes of set off until such time Augusta Housing and Community Development Greater Augusta Arts Council Page 3 as the exact amount of damages due HCD from Greater Augusta Arts Council is determined. iii. HCD may terminate this contract should funding cease or be materially decreased. Greater Augusta Arts Council will thereafter be entitled to receive payment for those services reasonably performed to the date of termination, less the amount of reasonable damage suffered by HCD by reason of Greater Augusta Arts Council's fault for the cause of contract termination. 18. The law of the State of Georgia shall govern the contract between HCD and Greater Augusta Arts Council with regard to its interpretation and performance,and any other claims related to this agreement.All claims,disputes and other matters in question between HCD and Greater Augusta Arts Council arising out of or relating to the Agreement,or the breach thereof, shall be decided in the Superior Court of Richmond County,Georgia. Greater Augusta Arts Council, 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. 19. LEGAL FEES. In the event either party incurs legal expenses to enforce the terms and conditions of this agreement,the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses,whether the same are incurred with or without suit. 20. PROHIBITION AGAINST CONTINGENT FEES.Greater Augusta Arts Council 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 Greater Augusta Arts Council for the purpose of securing business and that Greater Augusta Arts Council has not received any non-City fee related to this agreement without the prior written consent of HCD. For breach or violation of this warrant,Augusta,GA 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. 21. DOCUMENTS INCORPORATED BY REFERENCE.All documents submitted by Greater Augusta Arts Council and all applicable federal and state statutes and regulations incorporated into this agreement by this reference are binding upon HCD and Greater Augusta Arts Council. 22. OWNERSHIP AND PUBLICATION OF MATERIALS.All drawings, reports, information, data,and other materials prepared by Greater Augusta Arts Council pursuant to this agreement,or future agreements as amended through the issuance of an agreed upon and signed estimate, are to be the joint property of HCD and GAAC, which have nonexclusive and unrestricted authority to release, publish or otherwise use, in whole or in part, information relating thereto, in relation to the Laney-Walker/Bethlehem Neighborhood Redevelopment Area project.Any reuse without written verification or adaptation by either party for the specific purpose intended will be at the owner's sole risk and without liability or legal exposure to HCD or GAAC. No material produced in whole or in part under this agreement may be subject to copyright or patent in the United Sates or in any other country without the prior written permission of HCD and GAAC. 23. REPORTS AND INFORMATION. Greater Augusta Arts Council will maintain accounts and records, including personnel, property and financial records,which are adequate to identify and account Augusta Housing and Community Development Greater Augusta Arts Council Page 4 for all cost pertaining to this agreement; and such other records as may be deemed necessary by HCD to assure proper account for the project funds, both federal and non-federal shares. These records will be made available for audit purposes to HCD or its authorized representative, and will be retained by HCD for five (5)years after the expiration of this agreement, unless permission to destroy them is granted by HCD. 24. RIGHT TO INSPECT PREMISES.Augusta, GA may, at reasonable times, inspect the part of the plan, places of business,or work site of Greater Augusta Arts Council or any subcontractor of Greater Augusta Arts Council or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by the Augusta, GA. 25. TEMPORARY SUSPENSION OR DELAY OF PERFORMANCE OF CONTRACT.To the extent that it does not alter the scope of this agreement,Augusta,GA may unilaterally order a temporary stopping of the work,or delaying of the work to be performed by Greater Augusta Arts Council under this agreement. 26. LIQUIDATED DAMAGES. Greater Augusta Arts Council agrees to pay as liquidated damages to Augusta, GA,the sum of$0 for each consecutive calendar day after expiration of the contract time of completion, except for authorized extensions of time by the Augusta, GA.This section is independent of Section 17. Breach of Contract.The parties agree that these provisions are liquidated damages are not intended to operate as penalties for breach of contract. All services performed hereunder shall be in accordance with all federal, state,and local laws, ordinances, rules,and regulations NOTICES All notices given pursuant to the agreement shall be mailed or delivered to the following addresses or such other address as a party may designate in writing: Notices to the City: Office of the Administrator Municipal Building 535 Telfair Street,Suite 910 Augusta, GA 30901 Notices to HCD: Director Augusta Housing and Community Development Department 925 Laney Walker Blvd., 3rd Floor Augusta, GA 30901 Notices to Greater Augusta Arts Council: Greater Augusta Arts Council 1301 Greene Street Augusta, GA 30901 {Signatories on next page} Augusta Housing and Community Development Greater Augusta Arts Council Page 5 COUNTERPARTS This agreement is executed in two (2) counterparts-each of which shall be deemed an original and together shall constitute one and the same agreement with one counterpart being delivered to each party hereto. IN WITNESS WHEREOF,the parties have set their hands and seals as of the date first written above: ATTEST:AUGUSTA, GEORGIA (The City) Approved as to form: .44 A )/' Date: /l„Z//9 f Andrew MacKr nzie As Its Legal Counsel By: — Date: Hardie PA' As its Mayor BY AN:a.i Date: q— ' 1--0 . WI . . aArirt g Symt As its Ad in trator (1-•4k�,.‘ By: 1a, Da - ' �- Hawthorne Wel,h,- r .,,,•. � ......�,. As its Director 1 4 6. .•' 146, e .. „,,r o-, Ob o. , , . . SEAL •w, VOA � E.; f na Bojner .. o f r �, Asi s Cle'r1eGeMM'issi o} Al IST: GREATER AUGUSTA ARTS COUNCI (Contractor) ..—:,> -' By: i'YLe )`! -#fr Date: 3 02)0 f Brenda Durant or Pax Bobrow As It xecutive Director/Project Manager By: / i/ ��►�� "V Lt Date: Aloof 3 , X15 Plain Witness Augusta Housing and Community Development Greater Augusta Arts Council Page 6