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DOCUMENT~AME: \) e.QC\.'1f-f'l'\uvL o\! [(<'l'3 ~o(&-b 0 n
DOCUMENT TYPE: A-t,\('. I
U e.GIY\ e-nt.
YEAR: C) J~'
B9X NUMBER: 23
FILE NUMBER: \ l3Co .of
NUMBER OF PAGES: 1t4
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AGREEMENT
FOR
CAPITAL IMPROVEMENT ASSISTANCE
BETWEEN
DEPARTMENT OF TRANSPORTATION
STATE OF GEORGIA
AND
AUGUSTA, GEORGIA
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This Agreement, made and entered into this .2~ day of. ~ CI.I.A. , 20~~) by
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and between the DEPARTMENT OF TRANSPORTATION, an agency of the State of Georgia,
hereinafter called the "DEPARTMENT" and AUGUSTA, GEORGIA, a political subdivision of THE
STATE of GEORGIA, hereinafter called the "SPONSOR".
\VHEREAS, the SPONSOR is desirous of acquiring capital improvements to be used in
modernizing and improving mass transportation services ta the public in the Augusta service area; and
WHEREAS, the improvement of this mass transportation system 'will have a profound impact
upon the development of the total organized transportation services in the State of Georgia; and
WHEREAS, the DEPARTMENT desires to promote such development through its participation
in such acquisition; and
\VHEREAS, the DEPARTMENT has State funds available for such Projects; and
WHEREAS, under Sectio1132-9-1 of the Official Code of Gecirgia, Annotated, the
DEPARTMENT is authorized to participate in such an undertaking.
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NOW THEREFORE, for and in consideration of the mutual promises and covenants made, itis
agreed by and between the DEPARTMENT and the SPONSOR:
ARTICL,E I
SCOPE AND PROCEDURES
The SCO~E AND PROCEDURE for this PROJECT shall be the purchasing and installation of
equipment and materials as specified in EXHIBIT A, BUDGET ESTIMATE. It is understood and agreed
that the DEPARTMENT is agreeing to participate only in the specified equipment and materials stated
in this Article and further described in EXHIBIT A, BUDGET ESTIMATE.
ARTICLE II ,
COVENANT AGAINST CONTINGENT FEES .-
The SPONSOR shall comply with all relevant federal, state, and 10caI-laws. The SPONSOR warrants
that it has not employed or retained any company or person, other than a bona fide employee working
solely for the SPONSOR to solicit or secure this Contract, and that it has not paid or agreed to pay any
person other than a bona fide employee working solely for the SPONSOR, any fee, conmlission,
percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award
or making of this Contra~t. For breach or violation of this warranty, the DEPARTMENT shall have the
right to annul this Contract without liability or its discretion to deduct from the Contract price or
consideration~ or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee,
gift or contingent fee.
ARTICLE III
EMPLOYMENT OF DEPARTMENT'S PERSONNEL
The SPONSOR shall not employ any person or persons in the employ of the DEPARTMENT for
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any work required by the terms of this Contract, without the written permission of the DEP AR TMENT
except as may otherwise be provided for herein.
ARTICLE IV
REVIEW OF WORK AND APPROVAL
The DEPARTMENT at its option, shall review specifications, bidding documents and bidding
procedures used in the procurement of all PROJECT equipment and facilities prior to the release of
invitations for bids. The SPONSOR agrees to purchase the PROJECT equipment and materials in
accordance with the procedures set forth in the Official Code of Georgia Annotated, Section 50-5-67.
Authorized representatives of the DEPARTMENT may at all reasonable times review the data
collected, and inspect .the PROJECT equipment and facilities pursuant to. this Agreement.
Further, the SPONSOR agrees that the PROJECT equipment and materials, as described in
EXHIBIT A, BUDGET ESTIMATE shall be used for the provisions of mass transportation service to' .
the public'within the Augusta service area for the duration of the equipment and materials' useful life as
determined by the SPONSOR and approved by the DEPARTMENT. If, during the operation of this
PROJECT any equipment and materials that are not used for or are withdrawn from mass transportation
service, the SPONSOR shall immediately notify the DEPARTMENT and shall remit to the
DEPARTMENT ten percent (10%) of the fair market value, if any of such property. For the purpose of
this Article, the fair market value shall be deemed to be the value of the property as determined by
competent appraisal conducted one month after such withdrawal or misuse occurs or the actual proceeds
from the public sale of such property, whichever is approved by the DEPARTMENT.
The SPONSOR shall keep accurate records in a manner approved by the DEPARTMENT with
-regard to the use of the property and submit to the DEPARTMENT upon request, such infonnation as is
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required in order to assure compliance with this ARTICLE. The SPONSOR shall maintain in amount
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and form, satisfactory to the DEPARTMENT, public liability and workmani;; compensation insurance
for the duration of the PROJECT equipment and materials' useful life. The cost of insurance will not be,
in any way, charged to the DEPARTMENT.
ARTICLE V
AUTHORIZATION AND APPROVAL
TIME IS OF THE ESSENCE OF THIS CON~RACT. The purchase, installation and
construction of the terms described in ARTI~LE I, SCOPE AND PROCEDURE, shaH be completed no
later.than December 31, 2007.
. The work shall be carried on expeditiously, with recognition that unforeseen events make
necessary some minor variations in that schedule.
ARTICLE VI
RESPONSIBILITY FOR CLAIMS AND LIABILITY
The SPONSOR s!tail be responsible for any and all damages to property or persons and shall
save harmless the DEPARTMENT, its officers, agents and employees, fTom all suits, claims, actions, or
damages of any nature whatsoever resulting from the negligence ofthe SPONSOR in the performance of
work under this Agreement, and further, the SPONSOR agrees to hoJdharmless the DEPARTMENT
from suits, claims, actions~ or damages of any nature whatsoever by any person, firm, corporation, or
governmental body resulting from any defective equipment or material purchased by the SPONSOR ; \.
under this Agreement or from the installation and purchase thereof.
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'ARTICLE VII
COMPENSATION
It is understood and agreed that the total estimated cost of the PROJECT as outlined in
ARTICLE I and as shown in EXHIBIT "A", BUDGET ESTIMATE and as if fully set out herein, is
$2,791,630.00. The SPONSOR'S total share in the PROJECT hereinafter stated is $2,512,467.00 or
ninety percent (90%) of the total estimated cost ofthe PROJECT. The DEPARTMENT'S participation
in the said PROJECT shall be $279,163.00, which is ten percent (10%) of the total estimated cost of the.
PROJECT.
. It is further agreed that the DEPARTMENT'S obligation shall not exceed $279,163.00. However,
if the sum total of the actual costs shall be less than $2,791,630.00, the DEPARTMENT shall be
obligated to pay only ten percent (10%) of the actual PROJECT costs.
ARTICLE VIII
SUBSTANTIAL CHANGES
No material changes in the scope, character, complexity, compensation or duration of the
PROJECT from those required under this Agreement shall be allowed wi.thout the.ex.ecution of a
Supplemental Agreement between the DEPARTMENT and the SPONSOR. Minor changes in the
proposal which do not involve extension of time, or changes inthe scope and objectives of the
PROJECT may be made by written notification of such change by either party with Written approval by
the other party.
ARTICLE IX
PARTIAL PAYMENT
The SPONSOR shall submit to the DEPARTMENT itemized vouchers stating, in reasonable
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detail, the actual expenses incurred by the SPONSOR on.the' PROJECT for the voucher period as well as
a specific designation and certification of receipt of the item or items as listed in EXHIBIT A, BUDGET
ESTIMATE. Upon the basis of its review and approval of such vouchers, the OEPARTMENT will, at
the request of the SPONSOR, make payment to the SPONSOR pursuant to this ARTICLE as the
PROJECT progresses but not more than once a month. Payment will be made by the DEPARTMENT
for expenses incurred by the SPONSOR, less any previous partial payment, for any item and for each
item specified in the voucher and which is specifically set forth in ARTICLE 1. It is agreed that under no
circumstanc~s will the DEPARTMENT be responsible or obligated to pay to the SPONSOR more than
ten percent (10%) of the SPONSOR'S total actual cost for each item as specified in EXHIBIT A attached
to this Agreement.
ARTICLE X
FINAL PAYMENT
. IT IS FURTHER AGREED that upon receipt and installation and construction of the capital
improvements purchased in accordance with this Agreement, the SPONSOR shall submit tothe
DEPARTMENT.a final statement of total PROJECT costs. Upon approval ofthe final invoice by the
DEPARTMENT, the DEPARTMENT will pay to the SPONSOR a sum equal to one hundred percent
(100%) of the compensation it owes the SPONSOR less the total of all previous partial payments paid or
in the process of payment .
The SPONSOR agrees that acceptance of this fmal payment shall be in full and final settlement
of all claims arising against the DEPARTMENT for work done, materials furnished, cost incurred, or
otherwise arising out of this Agreement, and shall release the DEPARTMENT from any and all claims ,\'
of whatever nature, whether known or unknown, for and on account of said Agreement, and for any and
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all work done, and labor and materials furnished in connection with same.
ARTICLE XI
NUUNTENANCE OF CONTRACT COST RECORDS
The SPONSOR shall maintain all books, documents, papers, accounting records, and other
evidence pertaining to costs incurred on the PROJECT and shall make such material available at ~l
reasonable times during the period of the Agreement, and for three (3) years from the date of final
payment under this Agreement, for inspection by the DEPARTMENT and any reviewing agencies, and.
copies thereof shall be furnished if requested. The SPONSOR agrees thatthe provisions of this Article
,shall be included in any Contract it may make with any subcontractor, assignee, or transferee.
ARTICLE XII
CONTRACT DISPUTES AND TERMINATION
This Agreement shall be deemed to have been executed in Fulton County, Georgia, and all
questions of interpretation and construction shall be governed by the Laws of the State of Georgia. The.
DEPARTMENT reserves the right to terminate the Contract at any time for just cause upon thirty (30)
days written notice to the SPONSOR notwithstanding any just claims by the SPONSOR for payment of
services rendered prior to the date oftermination.
ARTICLE XIII
SUBLETTING, ASSIGNMENT OR TRANSFER
It is understood by the parties to this Agreement that the work of the SPONSOR is considered
personal by the DEPARTMENT.-The SPONSOR agrees not to assign, sublet, or transfer any or all of its
interest in this Agreement without prior written approval by the DEPARTMENT. '
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The DEPARTMENT reserves the right to review all subcontracts prepared in connection with the
Agreement and the SPONSOR agrees that it will submit to the DEPARTMENT proposed subcontract
documents together with subcontractor cost estimates for the DEPARTMENT'S review and concurrence
in advance of their execution.
ARTICLE XIV
COMPLIANCE WITH APPLICABLE LAWS
A. The undersigned certify that the provisions of Code Sections 45-10-20 through 45-10-28 of the
Official Code of Georgia Annotated, relating to Conflict of Interest, have been complied with in
full.
B. IT IS FURTHER agreed that the SPONSOR shall comply and shall require its Consultants to
comply with the requirements in EXHIBIT B, COMPLIANCE WITH TITLE VI OF THE CIVIL
RIGHTS,ACT OF 1964, as amended, and 23 CFR 200, attached hereto and made a part of this
, Agreement as if fully set out herein.
C. IT IS FURTHER CERTIFIED that the provisions of Section 50-24-1 through 50-24-6 of the
Official Code of Georgia Annotated, relating to the "Drug-Free Workplace Act" have been
complied with in full, as stated in EXHIBIT' C of this Agreement.
D. IT IS FURTHER AGREED that the SPONSO~ shall comply and shall require its Consultants to
comply with the requireinents in EXHIBIT D, CERTIFICATION OF SPONSOR,
COMPLIANCE WITH STATE AUDIT REQUIREMENT, as amended and attached hereto and
made a part of this Agreement as if fully set out herein.
The covenants herein contained shall, except as otherwise provided, accrue to the benefit of and
be binding upon the successors and assigns of the parties hereto.
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IN WITNESS WHEREOF, said parties have hereunto set their hands aild affixed their seals the
day and year above first written.
RECOMMENDED:
2/~~
OffiCe Head .
RECOMMENDED:
tJ/> //~~
Division Director .
.RECOMMENDED:
cby~
Chief Engineer .
a.J~
DEPARTMENT OF TRANSPORTATION BY:
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ATTEST:
f1'
. Treasurer
REVIEWED AS TO LEGAL FORM:
ot...(
PRE-AWARD EXAMINATION
(L(' No Pre-Award Examination Perfonned
( ) No ~ings Reported
By:
Date: ~ -/:2 -Otf . .
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AUGUSTA, GEORGIA
4 By:~j~
p'1Sf Title: "'7'
o IN THE PRESENCE OF:
(SEAL)
~ n01 &) 'n;.-/~d/
Witness
Y::J. Z11Zr.'u~
Notary Pu' .
Notary Public. Columbia County, Georgia.
My Commission Expires-Aug. 1. 2006.
FEDERAL EMPLOYER
IDENTIFICATION NUMBER:
S~-220Y!L1Y
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EXHIBIT A
BUDGET ESTIMATE
AUGUS)'A, GEORGIA
1. Purchase Five (5) <35 Feet Transit Vehicles
$ 1,250,000.00
2. Preventitive Maintenance
8~0,000.00
3. Facility Maintenance
150,000.00
4. ADA Expenses
234,000.00
5. Purchase Two (2) ADA Vehicles
100,000.00
6. Management Training
25,000.00
7. Contract Contingencies
182,630.00
TOTAL: $2,791,630.00
DEPARTMENT (10%): $279,163.00
SPONSOR: Federal (80%) / Local (10%): $2,512,467.00
Project Number: PTOOO 2001-04-012
PID Number: T000283
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EXHm.i.T:~:~..'
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NOTICE TO CONTRACTORS
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COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964
During the performance of this Agreement, the Contractor,' for itself, its assignees and
successors in interest (hereinafter referred to as the "Contractor"), agrees as follows:
(1) Compliance with Re2Ulations: The Contractor will comply with the
Regulations of the Department of Transportation relative to nondiscrimination in Federally
assisted programs of the Department of Transportation (Title 49, Code of Federal
Regulations, Part 21, hereinafter referred to as the RegulationS [also 49 CFR Part 27])~
which are herein incorporated by reference and made a part of this contract.
(2) Nondiscrimination: The Contractor, with regard to the work performed by
it after award and prior to completion of the contract work, will not discriminate on the
grounds of race, color, national origin, or sex in the selection and retention of subcontractors
including procurement of materials and leases of equipment: The Contractor will not
participate either directly or indirectly in the discrimination prohibited by Section ~ 1.5 of.
the Regulations, including employment practices when the c.ontract'covers' a pro~ set .
forth in Appendix B of the Regulations. In addition, the Contractor will not participate
either directly or indirectly in the discrimination prohibited by 23 CFR 200. .
(3) Solicitations for Subcontracts. Including Procurement oJ Mat,eriaL, 8n~
Equipment: In all solicitations, either by competitive bidding or negotiations tiiade by the
Contractor for work to be performed under _ a subcontract, including procurement of
materials or equipment, each potential subcontractor or supplier shall be notified by the
Contractor of the Contractor's obligations under this contract and the Regulations relative to
nondiscrimination on the grounds of race, color, national origin or sex. .
(4) Information and Reports: The Contractor will provide all information and
reports required by the Regulations, or orders and instructions issued pursuant thereto, and
will permit access to its books, records; accounts, other sources of information, and its
facilities as may be determined by the State Department of Transportation or the Federal
Highway Administration to be pertinent to ascertain compliance with such Regulations,
orders and instructions. 'N'here any information required of a Contractor is in the exclusive
possession of another who fails or refuses to furnish this information, the Contractor shall
so certify to the State Department of Transportation, or the Federal Highway
Administration a appropriate, 'and shall set forth what efforts it has made to obtain this
information. .
(5) Sanctions for Noncompliance: In the event of the Contractor's
noncompliance with the nondiscrimination provisions of this contract, the State Department
of Transportation shall impose such contract sanctions as it or the Federal Highway
Administration may determine to be appropriate, including, but not limited to:
(a) withholding of payments to the Contractor under the contract until the
Contractor complies, and/or
(b) cancellation, termination or suspension of this contract, in whole or in part.
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(6) Incol"{)oration of Provisions: The Contractor will ~clude the provisions of
paragraphs (1) through (6) in every su~ontract,:"including' procurement of materials and
leases of equipment, unless exempt by the Regulations, order, or instructions issued
pursuant thereto. The Contractor will take such action with respect to any subcontract or
procurement as the State Department- of Transportation or the Federal Highway
Administration may direct as a means of enforcing such provisions including sanctions for
noncompliance. Provided, however, that in the event a Contractor becomes involved in, or
is threatened with, litigation with a subcontractor or supplier as a result of such direction,
the Contractor may request the State to enter into such litigation to protect the interests of
the State, and, in addition, the Contractor may request the United States to enter into such
litigation to protect the interests of the United States.
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EXHIBIT C
C'ERTIFICATION OF SPONSOR
DRUG-FREE WORKPLACE
I hereby certify that I am
l)~~.s~.. G-eot"
53 <>rre:"" ~ S ree..-t
a principle and duly authorized representative of
whose
address
is
, and it is also certified that:
(1) The provisions of Section 50-24-1 through 50-24-6 of the Official Code of Georgia
Annotated, relating to the "Drug-Free WorkPlace Act" have been complied wi~ in
full; and
(2) A drug-free workplace will be provided for the SPONSOR'S employees during the'~
performance of the contract; and '
. (3) Each subcontractor hired' by the SPONSOR shall be required to ensure that the
subcontractor's employees are provided a drug-free workplace. The S~ONSOR
'shall secure from that subcontractor the following written certification: "As part of
the subcontractmg agreement with the Consultant, certifies to the SPONSOR that a
drug-free workplace will be provided for the subcontractor's employees during the
performance of this contract pursuant to paragraph (7) of subsection (b) of the
Official Code of Georgia Annotated Section 50-24-3"; and
(4)
It is certified that the undersigned will not engage'in unlawful manufacture, sale,
distribution,dispensatioll; possession, or use of a controHed substance or marijuana
during the performance of the contract. .
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EXHIBIT ,j)
CERTIFICATION OF SPONSOR
COMPLIANCE WITH STATE AUDIT REQUIREMENT
I hereby certify that I am a principle and duly authorized representative of.
A~U-St-t:=.. G-e~:~t~ whose address is 5JO G-re..,e"e,. S{r<~+ , and
it is so certIfied :
The provisions of Section 36-81-7 of the Official Code of Georgia Annotated, relating to
the "Requirement of Audits" have been complied with in full such that:
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(a) Each unit of local government having a population in ~xcess of 1,500 persons or
expenditures of $175,000.00 or more shall provide for and cause to be made an
annual audit of the fmancial affairs and transactions of all funds an~ activities of the
local government for each fiscal year of the local government.
(b) The governing authority of each local unit of government not included above shall
provide for and cause to be made the audit required not less often than once every
two fiscal years.
(c) The governing authority 'of each local unit of govenuilent having expenditures of less
than $175,000:00 in that government's most recently ended fiscal year may elect to
provide for and cause to be made, in lieu of the biennial audit, an annual report of
agreed upon procedures for that fiscal year.
(d) A copy of the report and any comments made by the state auditor shall be maintained
as a public record for public inspection during the regular working hours at the
principal office of the local government. Those units of local government not having
a principal office shall provide a notification to the public as to the location of and
times during which the public may inspect the report.
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02/13/02