HomeMy WebLinkAboutPROFESSIONAL SERVICE AGREEMENT TAPESTRY DEVELOPMENT GROUP HCDP FOR CONSULTING SERVICES VISION VILLAGE PHSE 1 r �
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN
Tapestry Development Group
And AUGUSTA, GEORGIA And
HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT
For
Business Development Consulting Services for the Vision Village Phase I
THIS AGREEMENT), is made and entered into as of the ��` day of �, 2011,
("the effective date") by and between the City of Augusta, Georgia (heremafter referred to as
"Client") - acting through the Housing and Community Development Department (hereinafter
referred to as "AHCD") with principal offices located at 925 Laney-Walker Boulevard, 2 Floor,
Aub sta, Georgia 30901, as party of the first part, hereinafter called "Augusta", and Tapestry
Development Group, hereinafter referred to as the Consultant.
WITNESSETH
WHEREAS, the Client is undertaking certain activities related to the revitalization of certain
neighborhoods; and
WHEREAS, the Client desires to engage the Consultant for the purpose of providing the Business
Development Consulting Services for 30901 Development Corporation for the Vision Village
Phase I in support of the revitalization initiative in the Laney-Walker and Bethlehem
neighborhoods.
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 OF CLIENT. Client agrees to engage the Consultant, and the
Consultant agrees to provide Client services which involve working with Client's staff,
contractors, developers, funding sources and neighborhood-based organizations as part of
providing the Business Development Consulting Services for the Vision Village Phase I
as part of the redevelopment of Laney-Walker and Bethlehem neighborhoods.
2. SCOPE OF SERVICES. The Consultant will provide the services ("Services" set forth
in Appendix A(also known as Task Orders), attached hereto and incorporated herein by
reference. Scope of Services/Task Orders may be added to this agreement through the
mutual consent of both the Client and Consultant.
It is understood and agreed by the parties that the services of the Consultant do
not include any of the following: the disbursement or account of funds distributed
by the Client's financial officer, legal advice, fiscal audits or assistance with
activities not related to this project.
3. LIAISON. The Client's designated liaison with the consultant is APD Urban Planning
and Management, LLC.
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4. EFFECTIVE DATE AND TIME OF PERFORMANCE. This a�eement takes effect
on , 2011. Client may discontinue agreement after one year or at any time
during the agreement period with 30 days notice to Consultant. Consultant may
discontinue agreement with 60-day notice to Client.
5. COMPENSATION. For the satisfactory completion of the services to be provided
under this Agreement, the Client will issue Task Orders to the Consultant. Each Task
Order will request a specific scope of work, time-frame to complete the scope of work
and fee for the requested services. The Client reserves the right to negotiate the proposed
scope of work and fee provided by the Consultant as a condition of issuing a Notice to
Proceed for the wark requested within any specific Task Order.
6. INDEPENDENT CONTRACTOR. It is understood by the parties hereto that the
Consultant is an independent contractor and as such, neither it nor its employees, if any,
are employees of the Client for purposes of taY, retirement system, or social security
(FICA) withholding. It is further understood that the Consultant 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 hereunder or provide
documentation of exemption.
7. ELIGIBILITY. The Consultant certifies that the Consultant's firm and the firm's
principals are not debarred, suspended, voluntarily excluded, or otherwise ineligible for
participation in federally assisted contract under Executive Order 12549; "Debannent and
Suspension" [25 CFR 24.505].
8. CONFLICT OF INTERST. The Consultant covenants 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. The Consultant
further covenants that, in performing this Agreement, it will employ no person who has
any such interest. Consultant shall not be permitted to build or develop any property, or
provide services in the Laney WalkerBethlehem Redevelopment Project Area for the
express purpose of selling the subject property, or delivering the services, to Augusta,
Georgia without the written consent of the Client.
9. ENTIRE AGREEMENT: MODIFICATION. This Agreement contains the entire
ab eement 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. The Consultant specifically acknowledges that in
entering into and executing this ab eement, Consultant relies solely upon the provisions
contained in this agreement and not others.
10. NON-ASSIGNMENT OF AGREEMENT. Inasmuch as this aa eement is intended to
secure the specialized services of the Consultant, Consultant 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.
11. ASSIGNMENT OF PERSONNEL. The Consultant 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 Client, as is evidence
in writing.
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12. INDEMIFICATION. The Consultant waives any and all claims and recourse against
the Client, including the right of contribution for loss and damage to persons and property
arising from, growing out of, or in any way connected with or incidental to the
Consultant's performance of this agreement. Further, the Consultant will indemnify, hold
harmless, and defend the Client against any and all claims, demands, damages, costs,
expenses, liability arising out of the Consultant's performance of this Agreement except
for liability arising out of the concurrent or sole negligence of the Client or its officers,
agents or employees. Consultant shall also indemnify Client for any adverse
determination made by the Internal Revenue Service or the State Franchise Tax Board
against the Consultant with respect to Consultant's "independent contractor" status that
would establish a liability for failure to make any social security or income tax
withholding payments. Client releases Consultant from, agrees not to sue Consultant for,
and agrees to indemnify, hold harmless and defend Consultant from and against, any and
all liability responsibility, liability, loss, cost or damage relating to or arising from the
development, construction, or fmancial performance of a potential proj ect with the Client.
13. INSURANCE. Consultant 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 Consultant, its agents, representatives, or employees.
14. BREACH OF AGREEMENT. In the event of breach of Agreement by the Consultant,
the Client may at its option, engage the services of another Consultant to complete the
work and deduct the cost of the completion from the amount due to the Consultant. In
the event either the Consultant does not fulfill performance under this agreement, then the
affected party may pursue all legal remedies available for breach of agreement.
15. TERMINATION OF AGREEMENT. This A�eement may be terminated as follows:
a. Termination for cause.
(i) If the Client determines that the Consultant has failed to comply
with the terms and conditions of the Agreement, it may terxninate
this Agreement in whole or in part any time before the date of
completion. If the Consultant fails to comply with any of the terms
and conditions of this Agreement, the Client may give notice, in
writing, to the Consultant 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, the Client may,
with no further notice, declare this Agreement to be terminated.
The Consultant 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 the Client by reason
of the Consultant's failure to comply with this Agreement.
(ii) Notwithstanding the above, the Consultant is not relieved of
liability to the Client for damages sustained by the Client by virtue
of any breach of this Agreement by the Consultant, and the Client
may withhold any payments to the Contractor for purposes of
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setoff until such time as the exact amount of damages due the
Client from the Consultant is deternuned.
(iii) Client may terminate this contract should funding cease or be
materially decreased.
16. 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.
17. DOCITMENTS INCORPORATED BY REFERENCE. The Client's Request for
Qualifications for Business Development Consulting Services for the Vision Village
Phase I in the Laney-Walker and Bethlehem neighborhoods, submitted by the Consultant
and all applicable federal and state statutes and regulations incorporated into this
Agreement by this reference are binding upon the Client and Consultant.
18. OWNERSHIP AND PUBLICATION OF MATERIALS. All drawings, reports,
information, data, and other materials prepared by the Consultant pursuant to this
ab eement, or future ab eements as amended through the issuance of a Task Order, are to
be the property of the Client, 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 proj ect.
Any reuse without written verification or adaptation by Consultant for the specific
purpose intended will be at the Client's ["Owner" not defined] sole risk and without
liability or legal exposure to the Client. No material produced in whole or in part under
this Agreement, or may be subj ect to copyright or patent in the United States or in any
other country without the prior written permission of the Client. Consultant retains
intellectual rights to all orib nal design work.
19. REPORTS AND INFORMATION. The Consultant will maintain accounts and
records, including personnel, property and financial records, which are adequate to
identify and account for all costs pertaining to this Contract; and such other records as
may be deemed necessary by the Client to assure proper accounting for all project funds,
both federal and non-federal shares. These records will be made available for audit
purposes to the Client ar its authorized representative, and will be retained by the Client
for five (5) years after the expiration of this Ab eement, unless permission to destroy
them is granted by the Client.
20. The Consultant, at such times and in such forms as the Client may require, shall furnish
Client monthly progress reports.
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All services performed hereunder shall be in accordance with all federal, state, and local laws,
ordinances, rules and regulations including, but not limited to, those laws, rules and regulations
outlined in Part II of this Agreement (General Specifications and Conditions).
ARTICLE VI
NOTICES
All notices given pursuant to this Agreement shall be mailed or delivered to the following
addresses or such other address as a party may designate in writing:
Notices to the Augusta: Notices to the Consultant:
Office of the Administrator Tapestry Development Group
Municipal Building 321 W. Hill St. Suite 2
537 Green Street, Room 801 Decatur, Georgia 30030
Aub sta, Georgia 30901
Copy to:
Director
Augusta Housing & Community Development
925 Laney Walker Blvd, 2° Floar
Augusta, GA 30901
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ARTICLE VII
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
(Augusta)
SEAL "' �"
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Director, AHCD
ATTEST: TAPESTRY DEVELOPMENT GROUP
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