HomeMy WebLinkAboutPROFESSIONAL SERVICES AGREEMENT BETWEEN ZEL ENGINEERS AUGUSTA GA AND( HCDP) FOR W2-REDEVELOPMENT PROFESSIONAL SERVICES AGREEMENT
BETWEEN
ZEL Engineers
And AUGUSTA, GEORGIA And
HOUSING AND COATN[UNTTY DEVELOPMENT DEPARTMENT
For
W2 - Redevelopment
THIS AGREEMENT), is made and entered into as of the ��day of r�, �, 201 l, ("the
effective date") by and between Augusta, Georgia - acting through the Hous ng d Community
Development Department (hereinafter referred to as "AHCD") with principal o�ces located at
925 Laney-Walker Boulevard, 2 nd Floor, Augusta, Georgia 30901, as party of the first part,
hereinafter called "Augusta", and ZEL Engineers, hereinafter referred to as the Consultant.
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WAEREAS, 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
redevelopment services for project W2 in support of the revitalization initiative in the La.ney-
Walker and Bethlehem neighborhoods.
NOW, THEREFORE, the parties of this agreement for the consideration set forth below, do
here and now agree to the fallowing 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 redevelopment services for project W2 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 Append� 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 fmancial 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.
4. EFFECTIVE DATE AND TIlV1E OF PERFORMANCE. T'his agreement takes effect
on , 2011. Client may discontinue agreement after one year or at any time
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during the agreement period with 30 days written notice to Consultant. Consultant may
discontinue agreement with 60-day written 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 pravided by the Consultant as a condition of issuing a Notice to
Proceed for the work 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 taa�, retirement system, or social security
(FICA) withholding. It is further understood that the Consultant will maintain at its
expense for the duration of this Ageement, 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; "Debarment 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 ta build or develop any property, or
provide a 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
agreement between the parties, and no statements, promises or inducements made by
either pariy, 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
wrifing 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.
10. 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.
1 l. 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. INDEMNIFICATION. The Consultant waives any and all claims and recourse against
the Client, including the right of contribution far 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.
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 ageement, then the
affected pariy may pursue all legal remedies available for breach of agreement.
15. TERD�IINATION OF AGREEMENT. This Agreement 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 A,greement, 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 Agreemen# 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
setoff until such time as the exact amount of damages due the
Client from the Consultant is determined.
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(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. DOCUMENTS INCORPORATED BY REFERENCE. The Client's Request for
Qualifications for redevelopment services for project W2 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.
18. OWNERSHIP AND PUBLICATION OF MATERIALS. All drawings, reports,
information, data, and other materials prepared by the Consultant pursuant to this
agreement, or future ageements 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-WalkerBethlehem 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.
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 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.
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 t�Augusta�, ��'� ��� Notices to the Consultant:
Off'ice of the Administrator ZEL Engineers
Municipal Build'mg 435 Telfair 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
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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 '
B �..., � � � �(�--�.-...... _
"����'����� � �°� David S. Copenhaver
��, e � As Its Mayor ,.
`.m � �� �� ��
Lena Bo Q r �� £�,��'� 0 � 0 0 /�/ I��� (/'
���.��
Clerk of �Q�is� � �, �
� � � � z , , �`��� @ '� �� F derick Russell
� � � � j' �' � `a„�� � � � Administrator
��r '�,.: �� o ��+ �
¢ 4 " � k x .-�^�"t�. � �
P :- e. � a � ,�
� =� '�.
�' . �� Y „ �4� � � y �
F � fi ' �'�
�� 3 ��� G>s° t)f 9�61'�.:, .:°S8
�, �� g�. � Chester A. Wheeler, III
� � ��'��'�r��-:==��"'�� � Director, AHCD �
ATTEST: ZIMMERMAN, EVANS AND LEOPOLD, INC.
By:
W B n , P.E.
��
As Its Corporate Secretary
� O�-G� U�-.-c 2���C�G
(Plain Witness) �
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