HomeMy WebLinkAboutPROFESSIONAL SERVICES AGREEMENT BETWEEN ALAN VENABLE AUGUSTA, GEORGIA AND HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT 1420 TWIGGS STREET PROFESSIONAL SERVICES AGREEMENT
BETWEEN
Alan Venable Architect, LLC
And AUGUSTA, GEORGIA And
HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT
For
Architectural Services for 1420 Twiggs Street
THIS AGREEMENT), is made and entered into as of the Twentieth day of April, 2011,
("the effective date") by and between Augusta, Georgia - acting through the Housing and
Community Development Department (hereinafter referred to as "AHCD") with principal
offices located at 925 Laney-Walker Boulevard, 2 Floor, Augusta, Georgia 30901, as
party of the first part, hereinafter called Client, and Alan Venable Architect, LLC,
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
Architectural Services for 1420 Twiggs Street 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:
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
Architectura] Services for 1420 Twiggs Street as part of the redevelopment of Laney-Walker
and Bethlehem neighborhoods.
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.
�
LIAISON. The Client's designated liaison with the consultant is APD Urban Planning and
Management, LLC.
EFFECTIVE DATE AND TIME OF PERFORMANCE. This aareement takes effect on
April 20, 20l 1. 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.
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 work
requested within any specific Task Order.
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 tax, 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.
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; "Debarment and Suspension" [25
CFR 24.505).
CONFLICT OF INTEREST. 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 Walker/Bethlehem 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.
ENTIRE AGREEMENT: MODIFCIATION. 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. The Consultant specifically acknowledges that in entering into and executing
this agreement, Consultant relies solely upon the provisions contained in this agreement and
not others.
NON-ASSIGNMENT OF AGREEMENT. Inasmuch as this agreement 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.
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.
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.
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.
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 the
Consultant or the Client does not fulfill performance under this agreement, then the affected
party may pursue all legal remedies available for breach of agreement.
TERMINATION OF AGREEMENT. This Agreement may be terminated as follows:
Termination for cause.
If the Client determines that the Consultant 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 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.
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 setoff until such
time as the exact amount of damages due the Client from the Consultant is determined.
Client may terminate this contract should funding cease or be materially decreased.
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.
DOCUMENTS INCORPORATED BY REFERENCE. The Client's Request for
Qualifications for Architectural Services for 1420 Twiggs Street for 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.
OWNERSHIP AND PUBLICATION OF MATERIALS. All drawings, reports,
information, data, and other materials prepared by the Consultant pursuant to this agreement,
or future agreements as amended through the issuance of a Task Order, are to be the
r • �
property of the Client, which has 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 Consultant for the specific purpose intended will be at the
Owner's 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 subject 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 original design work.
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 or
its authorized representative, and will be retained by the Client for five (5) years after the
expiration of this Agreement, unless permission to destroy them is granted by the Client.
The Consultant, at such times and in such forms as the Client may require, shall furnish Client
monthly progress reports.
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 `'���r: Notices to the CHDO:
Office of the Administrator Alan Venable Architect LLC
Municipal Building 309 Eleventh Street
537 Green Street, Room 801 Augusta, Georgia 30901
Augusta, Georgia 30901
Copy to:
Director
Augusta Housing & Community Development
925 Laney Walker Blvd, 2 Floor
Augusta, GA 30901
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
n � (Augusta)
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�;`��' ° �� � David S. Cope aver
� fi a ��� As Its Mayor
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� %" � ' �' � � ; x�. � F� erick Russell
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; � �� � � �� '� ministrator
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Chester A. Wheeler, III
Directar, AHCD
ATTEST: ALAN VENABLE ARCHITECT LLC
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Alan enable tf 6, �D��
As Its Corporate Secretary ;,� � ���
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(Plain Witness) /��� �, ��[�,Qg�� �
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