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HomeMy WebLinkAboutBuck Consultants Augusta Richmond GA DOCUMENT NAME: &J.~ L.tr"~~~ DOCUMENT TYPE: ~r\~~~1- YEAR: '1'1 BOX NUMBER: O~ FILE NUMBER: \~\b9 (8 NUMBER OF PAGES: , ~() ~'~ CONTRACT This Contract is entered into on and as of ~'#:~ I ~, / C) ~ 7' 1997, by and between Richmond County, Georgia, by and through he Augusta-Richmond County Commission and Buck Consultants. This contract is prepared in accordance with the Purchasing Regulations of Augusta-Richmond County and shall be controlled by provision thereof. 1. DEFINITIONS As used in this Contract the terms below are defined as follows: a. "Augusta-Richmond County" shall mean Richmond County, Georgia, acting by and through the Augusta-Richmond County Commission. b. "Using Department" shall mean the Human Resources Department. c. "Contract Administrator" shall mean the individual and/or department assigned to administer this Contract, to wit: the Augusta-Richmond County Human Resources Department and its Director. d. "Contractor" shall mean Buck Consultants, whose authorized representative is J. Henry Oehman III, who is responsible for the performance obligation, of the Contractor under the Contract. e. "Commission" shall mean the Augusta-Richmond County Commission. i" 2 . CONTRACT PERIOD All work under this Contract shall be completed by May 13, 1997 unless an extension is mutually agreed upon in writing by the parties. 3. INCORPORATION OF DOCUMENTS The following documents are hereby incorporated. by reference into this Contract: a. Contractor's Proposal: A Proposal to Provide Compensation Management Consulting Services to the Augusta-Richmond County Commission-council, Request for Proposal #97-001, January 29, 1997 1 '" b. Augusta-Richmond County's RFP: Salary Study, RFP No. 97-001, (date) . In the event of any inconsistency between the Contractor's Proposal and Augusta-Richmond County's RFP, the terms and conditions of the RFP shall control. 4. PROVISION OF SERVICES Contractor hereby agrees to provide to Augusta-Richmond County the services described herein and further outlined in Attachment A, Scope of Work. The Scope of Work shall take precedence over the documents set forth in Section 3 in the event of inconsistency. 5. CONTRACT AMOUNT In return for the services identified above, and subject to the "Non-Appropriation of Funds" clause herein, Augusta-Richmond County certifies that sufficient funds are budgeted and appropriated and shall compensate the Contractor an amount not to exceed Ninety-One Thousand Three Hundred and Seventy-Five and nO/100 Dollars ($91,375.00) in accordance with the formula for payments set forth in Attachment B. Contractor shall not invoice, or receive any payments in excess of this amount, except pursuant to the provisions of Section 11 herein. Contractor specifically acknowledges and agrees that it shall not receive payment or reimbursement for expenses, including those relating to travel, purchase of supplies or related items. 6. METHOD OF PAYMENT Contractor shall submit invoices listing the services performed and completed as outlined in Attachment A. The invoice should cite the Purchase Order Number, Contract Number, and date of services or delivery of an end product. Augusta-Richmond County will make payment to Contractor, net 30 days or in accordance with discount terms, if offered, after receipt of an acceptable invoice and satisfactory completion of each of the requested services as set forth in the payment schedule in Attachment B. 7. TIME OF ESSENCE AND COMPLETION Time shall be of the essence to this Contract, except where it is herein specifically provided to the contrary. Contractor shall provide the contract services in accordance with the schedule set forth in Attachment C. 2 8. KEY PERSONNEL a. Contractor shall assign to this Contract the following key personnel: i. J. Henry Oehmann III ii. Michael F. Emig iii. steven P. smith iv. Susan E. Mathew b. During the period of performance, Contractor shall make no substitutes of key personnel unless the substitution is necessitated by illness, death, or termination of employment. Contractor shall notify the Augusta-Richmond County Director of Human Resources within five (5) calendar days after the occurrence of any of these events and provide the following information, providing a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Augusta-Richmond County Director of Human Resources. Proposed substitutes should have comparable qualifications to those of the persons being replaced. The Augusta-Richmond County Director of Human Resources will notify the Contractor within fifteen (15) calendar days after receipt of all required information of the decision on substitutions. This clause will be modified to reflect any approved changes of key personnel. 9. INSPECTION AND ACCEPTANCE All tasks and reports shall be conducted and completed in accordance with recognized and customarily accepted industry practices, and shall be considered complete when the products are approved as acceptable by the Contract Administrator in writing. In the event of rejection of any report or deliverable, Contractor shall be notified in writing and shall have ten (10) working days from date of insurance of notification to correct the deficiencies and re-submit the report/deliverable. Failure to submit acceptable work within said ten-day period shall constitute a breach of this contract for which the Contractor may be held in default. 10. ASSIGNABILITY OF CONTRACT Neither this Contract, nor any part hereof, may be assigned by Contractor to any other party without the prior express written permission of Augusta-Richmond County. 3 11. MODIFICATIONS OR CHANGES TO THIS CONTRACT All modifications and changes to this Contract shall be in writing and signed by both parties. The Contract Administrator, with the approval of the Commission, shall have the authority to order changes in this Contract which affect the cost or time of performance. Such changes shall be ordered in writing specifically designated to be a "Change Order." Such change orders shall be limited to reasonable changes in the services to be provided or the time of delivery; provided that the Contractor shall not be excused from performance under the changed Contract by failure to agree to such changes, and it is the express purpose of this provision to permit unilateral changes in the Contract now subject to the conditions and limitations herein. Contractor need not perform any work described in any Change Order unless it has received a written certification from Augusta-Richmond County that there are funds budgeted and appropriated sufficient to cover the cost of such changes. Contractor shall make a demand for payment for completed changed work within thirty (30) days of completion of Change Order, unless such time period is extended in writing, or unless the Director of Purchasing requires submission of a cost proposal prior to the initiation of any changed work or services. Later notification shall not bar the honoring of such claim or demand unless Augusta-Richmond County is prejudiced by such delay. No claim for changes ordered hereunder shall be considered if made after final payment in accordance with the Contract. 12. EMPLOYMENT DISCRIMINATION - CONTRACTS OVER $10,000 During the performance of this Contract, Contractor agrees as follows: a. Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, disability, or national origin, except where religion, sex, or nation origin is a bona fide occupational qualification reasonably necessary to the normal operation of Contractor. Contractor agrees to post, in conspicuous places, notices setting forth the provisions of this nondiscrimination clause. 4 b. Contractor, in all solicitations or advertisements for employees placed by or on behalf of Contractor, will state that such Contractor is an equal opportunity employer. c. Notices, advertisements, and solicitations placed in accordance with Federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. Contractor will include the provisions of the foregoing paragraphs a, b, and c in every subcontract or purchase order over $10,000 so that the provisions will be binding upon each subcontractor or vendor. 13. TERMINATION FOR CONVENIENCE OF AUGUSTA-RICHMOND COUNTY The parties agree that Augusta-Richmond County may terminate this Contract or any work or delivery required hereunder, from time to time, either in whole or in part, whenever the Commission, on recommendation from the Director of Human Resources, shall determine that such termination is in the best interest of Augusta-Richmond County. Termination, in whole or in part, shall be effected by delivery of a Notice of Termination signed by the Mayor, mailed or delivered to Contractor, and specifically setting forth the effective date of termination. Upon receipt of such Notice, Contractor shall: a. Cease any further deliveries or work due under this Contract, on the date, and to the extent, which may be specified in the Notice; b. Place no further orders with any subcontractors except as may be necessary to perform that portion of this Contract not subject to the Notice; c. Terminate all subcontracts except those made with respect to Contract performance not subject to the Notice; d. Settle all outstanding liabilities and claims which may arise out of such termination, with the ratification of the Purchasing Department of Augusta-Richmond County; and e. Use its best efforts to mitigate any damages which may be sustained by him as a consequence of termination under this clause. 5 After complying with the provisions of paragraph c above, the Contractor shall submit a termination claim, in no event later than six months after the effective date of termination, unless an extension is granted by the Director of Purchasing. The Director of Purchasing, with the approval of the Commission, shall pay from the Using Department's budget reasonable costs of termination, including a reasonable amount for profit on services'delivered or completed. In no event shall this amount be greater than the original contract price, reduced by any payments made prior to Notice of Termination, and further reduced by the price of the services not delivered, or those services not provided. This Contract shall be amended accordingly, and the Contractor shall be paid the agreed upon amount. In the event that the parties cannot agree on the whole amount to be paid to Contractor by reason of termination under this clause, the Director of Purchasing shall pay to the Contractor the amounts determined as follows, without duplicating any amount which may have already been paid under the preceding paragraph of this clause: a. with respect to all Contract performance prior to the effective date of Notice of Termination, the total of: i. Cost of the work performed; ii. The cost of settling and paying any reasonable claims as provided in subparagraph d above; iii. A sum as profit on (i) determined by the Director of Purchasing and approved by the commission to be fair and reasonable. b. The total sum to be paid shall not exceed the Contract price, as reduced by the amount of payments otherwise made, and as further reduced by the Contract price of services not terminated. In the event that Contractor is not satisfied with any payments which the Director of Purchasing shall determine to be due under this clause, the Contractor may appeal any claim to the Commission in accordance with the "Disputes" clause of this Contract. 6 Contractor shall include a provision similar to this one in any subcontract, and shall specifically include a requirement that subcontractors make all reasonable efforts to mitigate damages which may be suffered. Failure to include such provisions shall bar Contractor from any recovery from Augusta- Richmond County whatsoever of loss or damage sustained by a subcontractor as a consequence of termination for convenience. 14. TERMINATION FOR DEFAULT Either party may terminate this Contract, without further obligation, for the default of the other party or its agents or employees with respect to any agreement or provision contained herein. 15. EXAMINATION OF RECORDS Contractor agrees that Augusta-Richmond County or any duly authorized representative shall, until the expiration of three (3) years after final payment hereunder, have access to and the right to examine and copy any directly pertinent books, documents, papers, and records of Contractor involving transactions related to this Contract. Contractor further agrees to inqlude in any subcontract for more than $10,000 entered into as a result of this contract, a provision to the effect that the subcontractor agrees that Augusta-Richmond County or any duly authorized represeptative shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine and copy any directly pertinent books, documents, papers, and records of such Contractor involved in transactions related to such subcontract, or this Contract. The term subcontract as used herein shall exclude subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. The period of access provided in the paragraphs above for records, books, documents, and papers which may be related to any arbitration, litigation, or the settlement of claims arising out of the performance of this contract or any subcontract shall continue until any appeals, arbitration, litigation, or claims shall have been finally disposed of. 16. DISPUTES Disputes by Contractor with respect to this Contract shall be decided in the first instance by the Augusta-Richmond County Director of Human Resources, who shall reduce his decision to writing, and mail or otherwise furnish the Director of Purchasing a written appeal addressed to the Commission. Decisions by the Commission shall be final and binding unless set 7 aside by a court of competent jurisdiction as fraudulent, capricious, arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not be supported by any evidence. Pending a final determination of a properly appealed decision of the Director of Human Resources, Contractor shall proceed diligently with the performance of the Contract in accordance with that decision. 17. INTEGRATION CLAUSE This Contract, and any and all exhibits thereto, and/or documents incorporated by reference into this Contract, shall constitute the whole agreement between the parties. There are no promises, terms, condition, or obligations other than those contained herein, and this Contract shall supersede all previous communications, representations, or agreements, written or verbal, between the parties hereto related to the provision for Services described herein. IN WITNESS WHEREOF, the parties have set their hands and seals as of the date first written above. .~n~tbMtU/ e a o~ As its 'Clerk [SEAL] BUCK CONSULTANTS By: Printed name: As its President ATTEST: Corporate Secretary [SEAL] 8