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Home My WebLink AboutPROFESSIONAL SERVICES AGREEMENT RODERICK POWELL (CONSULTANT) ` . , ��,.f/ PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement"), is made and entered into by and between the Consolidated Government of Augusta, Georgia ("Augusta"), and Roderick Powell ("Consultant"), with reference to the following: A. Augusta desires certain professional services in connection with the administration of the Human Resource Department. B. Consultant is qualified and desires to render such professional services to Augusta as further described in this Agreement. NOW, THEREFORE, in consideration of the foregoing, the provisions contained herein and the mutual benefits to be derived herefrom, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and Augusta agree as follows: 1. Services and Deliverables 1.1 Scope of Work; Communications. Consultant shall provide services to Augusta to assist Augusta in connection with the administration and management of the Human Resources Department. Consultant shall provide human resource consultation services to Augusta, Georgia similar to those services he provided while employed by Augusta, Georgia regarding the following specific projects: (1) compensation issues and surveys; and (2) Augusta, Fire Department firefighter promotional exams. 1.2 Standard of Performance. Consultant represents and warrants that he has the necessary knowledge, experience, abilities, skills and resources to perform his obligations under this Agreement, and agrees to perform his obligations under this Agreement in a professional manner, consistent with prevailing industry standards and practices. 1.3 Licenses and Permits; Compliance with Law. Consultant represents and warrants that he has all licenses and permits necessary to conduct his business and perform his obligations under this Agreement, and agrees to comply with all applicable federal, state and local statutes, regulations, codes, ordinances and policies in performing his obligations under this Agreement. 1.4 Independent Contractor Relationship. The parties intend that Consultant's relationship to Augusta in providing services hereunder shall be that of an independent contractor. Nothing in this Agreement, nor any performance hereunder, is intended or shall be construed to create a partnership, joint venture or relationship of agency or employment between Augusta and Consultant. In providing services hereunder, Consultant shall represent himself to third parties as 1 an independent contractor to Augusta and shall not hold himself out as having any authority to obligate Augusta. 1.5 Confidentialitv. Consultant shall treat all information disclosed by Augusta pursuant to this Agreement as confidential, and Consultant shall not disclose or use any such information except as required in connection with the performance of his obligations under this Agreement. 1.6 Augusta, Geor ia Property. Consultant shall be allowed to use the Augusta, Georgia cellular phone and laptop computer assigned to him throughout the term of this Agreement. Consultant shall, at his own expense, cause these items to be returned to Augusta, Georgia within ten (10) business days of the termination of this Agreement. Failure to return these items shall result in their fair market value being deducted from any amounts due and owing to Consultant under this Agreement. 2. Assi�nment of Rights Re arding 2.1 Assi n�ment. Consultant does hereby assign, grant, and deliver to Augusta, and Augusta hereby accepts, the entire worldwide right, title, and interest of every kind and nature whatsoever in and to the deliverables under this Agreement, including but not limited to any related intellectual property rights. 3. Fee; Expenses; Invoicing. 3.1 Fee; Expenses. In consideration of Consultant performing his obligations under this Agreement, Augusta will pay Consultant fifty ($50.00) dollars per hour. Augusta shall reimburse Employee for reasonable mileage for travel to and from Augusta, Georgia at the rate of 40.5 cents per mile pursuant to Administrative Rule No. 2-4 and per diem for full work days spent working at Augusta, Georgia. Total compensation (including expense reimbursement) for the services performed shall not exceed six thousand ($6,000) dollars per month. Consultant shall be responsible and liable for any other costs and expenses related to the performance of his obligations under this Agreement. 3.2 Invoicin�. Consultant will provide Augusta with an invoice supporting any request for fee payment, including detailed hourly billing and mileage tracking. 4. Term; Termination; Survival. 4.1 Term. This Agreement shall have an initial term of three (3) months commencing on December 12, 2011, unless sooner terminated pursuant to Section 4.2 below. 4.2 Termination. This Agreement may be terminated prior to the completion of Consultant's services (i) by written agreement of the parties, or (ii) by either party 2 upon a breach of this Agreement (including, but not limited to, Consultant's services being deemed unsatisfactory by Augusta) by the other party that remains uncured ten (10) days after receiving written notice of such breach from the terminating party. In the event of a termination of this Agreement pursuant to this Section 4.2, Augusta and Consultant will in good faith negotiate an appropriate reduction in the fees payable to Consultant pursuant to Section 3.1 above. 4.3 Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 5 below shall survive any expiration or termination of this Agreement, and each party shall remain obligated to the other party under all provisions of this Agreement that expressly or by their nature extend beyond and survive the expiration or termination of this Agreement. 5. Indemnification 5.1 Indemnification. Consultant shall indemnify, hold harmless, protect and defend Augusta and its Commissioners, elected officials, trustees, officers, employees, agents, and representatives (the "Indemnified Parties") for, from and against any and all demands, claims, suits, damages, losses, liabilities, costs and expenses, including, but not limited to, court costs and attorneys' fees (the "Indemnified Matters"), of any nature whatsoever (including, but not limited to, damage to or loss of properiy, bodily injury or death), directly or indirectly arising out of or in connection with the performance of Consultant's obligations under this Agreement. Consultant's indemnification obligations under this Section 5.1 shall apply whether the Indemnified Matters are due in part to the concurrent fault or negligence of the Indemnified Parties or others, but shall not extend to such concurrent fault or negligence. Consultant's defense obligations under this Section 5.1 shall be with attorneys approved by Augusta, which approval shall not be unreasonably withheld. 6. Miscellaneous 6.1 Power and Authority; Due Authorization; No Conflict; Enforceability. Each party represents and warrants to the other party that (i) such party has the power and authority to execute, deliver and perform its obligations under this Agreement, (ii) the execution, delivery and performance of this Agreement have been duly authorized by such party and do not and shall not conflict with any agreement or instrument to which it is bound, and (iii) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms. 6.2 Entire A�reement; Severability; Further Assurances. This Agreement, including any exhibits attached hereto, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, understandings and negotiations, with respect to the subject matter hereof. In the event any provision of this Agreement is determined to be invalid or unenforceable, it is the desire and 3 s � intention of the parties that such invalidity or unenforceability not invalidate or render unenforceable the remainder of the Agreement and that such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, be deemed valid and enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly. Each party shall execute and deliver such further documents and take such further actions as may be required or reasonably requested by the other party to effectuate the purposes of this Agreement. 6.3 No Assignment; No Amendment; No Waiver. This Agreement (i) may not be assigned or transferred, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and (ii) may not be amended or modified, by course of conduct or otherwise, except in a writing duly executed by each of the parties. Any waiver of any provision of this Agreement shall be in writing duly executed by the waiving party. The failure or delay by either party to seek redress for any breach or default under this Agreement, or to insist upon the strict performance of any provision of this Agreement, shall not constitute a waiver thereof or of any other provision of this Agreement, and such party shall have all remedies provided herein and at law and in equity with respect to such act and any subsequent act constituting the same. 6.4 Governing Law; Jurisdiction and Venue; Attorne�' Fees. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Georgia (without regard to the conflicts or choice of law principles thereo�. The parties irrevocably consent to the jurisdiction of the State of Georgia, and agree that any court of competent jurisdiction sitting in Richmond County, Georgia, shall be an appropriate and convenient place of venue to resolve any dispute with respect to this Agreement. In the event either party commences any proceeding against the other party with respect to this Agreement, the parties agree that neither party shall be entitled to recover attorneys' fees except as otherwise specifically provided for by law. 6.5 Construction of Agreement. The parties acknowledge and agree that both parties substantially participated in negotiating the provisions of this Agreement; and, therefore, the parties agree that this Agreement shall not be construed more favorably toward one party than the other party as a result of one party primarily drafting the Agreement. The section and other headings in this Agreement are for convenience of reference only and shall not be construed, expressly or by implication, so as to affect the meaning or interpretation of any of the provisions hereof. This Section and other headings in this Agreement are for convenience of reference only and shall not affect, expressly ar by implication, the meaning or interpretation of any of the provisions hereof. 6.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 4 � . IN WITNESS WHEREOF, Consultant and Augusta have duly executed and delivered this Agreement. AUGUSTA, GEORGIA ��- - ; �l�zl� r .�� Mayor Deke Copenha er Date �� CONSULT NT ,� �� /( �� - / S� t� �. ```Roderick Powell Date ? � 7�G � -`?�7� Federal I.D. No. /Tax Identification No. 5