HomeMy WebLinkAboutBuck Consultants
Augusta Richmond GA
DOCUMENT NAME: &J.~ L.tr"~~~
DOCUMENT TYPE: ~r\~~~1-
YEAR: '1'1
BOX NUMBER: O~
FILE NUMBER: \~\b9
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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.
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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
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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.
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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.
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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.
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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.
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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.
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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
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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]
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