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Home My WebLink AboutW K DICKSON & CO INC BUTLER CREEK TRAILHEAD PARK IMPROVEMENTS (2 .�� r�.s� ¢li�+USTq � ��E(1AC.1� STATE OF GEORGIA RICHMOND COUNTY MATOR PROTECTS CONSULTANT SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA (CITY) AND CONSULTANT W.K. DICKSON &. CO., INC. 1450 GREENE STREET SUITE 225 AUGUSTA, GEORGIA 30901 CONSULTANT: W.K. DICKSON & CO., INC. PROJECT: BUTLER CREEK TRAILHEAD PARK IMPROVEMENTS DATE EXECUTED: DATE COMPLETED: 1 OF 27 REVISION DATE: June 2006 pUCU4TA � �E4ACU STATE OF GEORGIA RICHMOND COUNTY MAJOR PROTECTS CONSULTANT SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA (CITY) AND CONSULTANT This Agreement is made and entered into this /' � day of `�d�,�,,� ,�:�, 2011 by and between AUGUSTA, Georgia, a political subdivision of the State of Georgia, hereinafter called the °CITY" and W.K. DICKSON & CO., INC. a Corporation authorized to do business in Georgia, hereinafter called the "CONSULTANT." WHEREAS, the CITY desires to engage a qualified and experienced consul�ting firm to furnish professional services for: Augusta, Georgia (Augusta) will develop a new 10-acre park in the Butler Creek Area on Highway 56 in Augusta, to be named the Butler Creek Trailhead Park. W.K. Dickson (WKD) was obtained by Augusta on August 17, 2010 to develop preliminary design plans for the layout of the park which included a master plan, conceptual plans for the pedestrian bridge, picnic shelter and restroorns, and investigation in the permitting of the proposed pedestrian bridge crossing Butler Creek. WHEREAS, the CONSULTANT has represented to the CITY that it is experienced and qualified to provide the services contained herein and the CITY has relied upon such representation. NOW, THEREFORE, in consideration of the mutual promises and covenant herein contained, it is agreed by and between the CITY and the CONSULTANT that: 2 OF 27 REVISION DATE: June 2006 �ucosr,� �.. *_�.� � GENERAL PROVISIONS CONSULTANT has agreed, in this Agreement with CITY to procure the services of licensed design professionals, to provide the engineering services required for the Project in accordance with the requirements as outlined in and attached as Attachment A- Scope of Services and other relevant data defining the Project. CONSULTANT COORDINATION The CONSULTANT shall cooperate fully with all municipalities, local government officials, utility companies, and other consultants as directed by the CIT'Y. CITY, CONSULTANT and all relevant parties agree to work together on the basis of trust, good faith and fair dealing, and shall take actions reasonably necessary to enable each other to perform this Agreement in a timely, efficient and economical manner. All parties agree to cooperate in a manner consistent with good design practice and will exercise the degree of skill and diligence normally employed by professional engineers or consultants practicing under similar conditions. CONSULTANT will re-perform any services not meeting this standard without additional compensation. TEMPORARY SUSPENSION OR DELAY OF PERFORMANCE OF CONTRACT To the extent that it does not alter the scope of this agreement, Augusta, GA may unilaterally order a temporary stopping of the work, or delaying of the work to be performed by CONSULTANT under this agreement. AMENDMENTS TO AGREEMENT Every amendment to the Scope of Services shall become and is hereby made a part of this Agreement. Amendments must be fully executed by both the CONSULTANT and CITY to be valid. REDUCTION IN REQUIRED SERVICES If reductions in the required services are ordered by CI'TY, the credits shall be the amounts for such services as described in subsequently executed Amendments to this Agreement, and no claim for damages for anticipated profits shall accrue to the CONSULTANT. DATE CHANGES If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such periods of time or dates are changed through no fault of CONSULTANT, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment. AGREEMENT MODIFICATIONS This Agreement shall not be modified except by a duly executed Amendment hereto in writing under the hands and seals of both parties hereto. 3 OF 27 REVISION DATE: June 2006 �ttGUST� � � QQR41A TIME OF COMPLETION The time of completion shall be as described in the schedule attached hereto as Attachment D- Schedule. This Agreement shall terminate immediately and absolutely at such time as appropriated and otherwise obligated funds are no longer available to satisfy the obligations of the CONSULTANT on behalf of the CITY under this Agreement. However, CONSULTANT will be compensated for all work prior to termination of contract even if the CITY has obligated the funds to other projects. PROJECT PROGRESS CONSULTANT'S services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion. LITIGATION Nothing in this Agreement shall be construed as obligating the CONSULTANT to appear, support, prepare, document, bring, defend or assist in litigation either undertaken or defended in behalf of the CITY except in consideration of compensation. All such services required or requested of CONSULTANT by the CITY except suits or claims between the parties to this Agreement will be reimbursed as additional services. BINDINGS It is further agreed that the CITY and CONSULTANT each binds itself and themselves, its or their successors, executors, administrators and assigns to the other party to this Agreement and to its or their successors, executors and assigns in respect to all covenants of this Agreement. Except as above, neither CITY nor the CONSULTANT shall assign, sublet or transfer its or their interest in this Agreement without prior written consent of the other party hereto. EXTENT OF THE AGREEMENT This Agreement represents the entire agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations and agreements, either written or oral. LOCAL SMALL BUSINESS: In accordance with Chapter 10B of the Augusta, GA. Code, Contractor expressly agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effeetiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity Program can be found at w��nT.au�ustaga.�ov. In accordance with Augusta, GA. Code � 1-10-129(d)(�, for all contracts where a local small business goal has been established, the contractor is required to provide local small business utilization reports. Contractor shall report to Augusta, Georgia the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports within 4 OF 27 REVISION DATE: June 2006 Aucusr,� Yj � the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limitec� to, withholding payment from the contractor. DEFINITIONS Wherever used in this Agreernent, whether in the singular or in the plural, the following terms shall have the following meanings: Agreement Execution - means the date on which CONSULTANT executes and enters into an Agreement with CITY to perform the Work. Agreement Price - means the total monies, adjusted in accordance with any provision herein, payable to the CONSULTANT under this Agreement. CIT'Y -means a legal entity AUGUSTA, Georgia, a political subdivision of the State of Georgia. CONSULTANT - means the party or parties contracting directly with the CITY to perform Work pursuant to this Agreement. Contract - means the Agreement Documents specifically identified and incorporated herein by reference. Contract Time - means the period of time stated in this Agreement for the completion of the Work. Subcontractor - means any person, firm, partnership, joint venture, company, corporation, or entity having a contractual agreement with CONSULTANT or with any of its subcontractors at any tier to provide a part of the Work called for by this Agreement. Supplemental Agreement - means a written order to CONSULTANT signed by CITY and accepted by CONSULTANT, effecting an addition, deletion or revision in the Work, or an adjustment in the Agreement Price or the Contract Time, issued after execution of this Agreement. Task Order - means a written order specifying a Scope of Services, time of completion and compensation limit for services being provided by CONSULTANT. Task Orders shall be incorporated by reference as part of the Supplemental Conditions of this Agreement. Work - means any and all obligations, duties and responsibilities, including furnishing equipment, engineering, design, workmanship, labor and any other services or things necessary to the successful completion of the Project, assigned to or undertaken by CONSULTANT under this Agreement. 5 OF 27 REVISION DATE: June 2006 ancusr� � et4r�ca� CONTRACT DOCUMENTS List of Documents The Agreement, the General Conditions, the Attachments, and any Supplemental Agreements, including Task Orders shall constitute the Agreement Documents (the "Agreement"). Conflict and Precedence The Agreement Documents are complementary, and what is called for by one is as binding as if called for by all. In the event there are any conflicting provisions or requirements in the component parts of this Agreement, the several Agreement Documents shall take precedence in the following order: 1. Agreement - Including Attachments 2. General Conditions 3. Supplemental Conditions - Including Task Orders 6 OF 27 REVISION DATE: June 2006 AUGtlSTq � � GENERAL CONDITIONS 1. COMMENCEMENT OF WORK The performance of services as defined in the Prime Agreement beiween CONSULTANT and the CITY, and herein described in this Agreement as Attachment A shall be commenced upon receipt by the CONSULTANT of a written Notice To Proceed. The effective date of services shall be defined in the Notice To Proceed. 2. PROFESSIONAL STANDARDS The standard of care for all services performed or furnished by CONSULTANT under this Agreement will be the level of care and that is ordinarily used by members of CONSULTANT'S profession practicing under similar conditions. 3. CHANGES AND EXTRA WORK The CITY may, at any time, request changes in the work to be performed hereunder. All such changes, including any increase or decrease in the amount of the CONSULTANT's compensation, which are mutually agreed upon by and between the CIT1' and the CONSULTANT, shall be incorporated in written Supplemental Agreements to the Agreement. Changes that involve an increase in the compensation shall be considered major, and require the approval of the CITY. The Program Manager may approve minor changes to the scope of services that do not involve an increase compensation schedule. 4. PERSONNEL The CONSULTANT represents that it has secured or will secure, at its own expense, all personnel necessary to complete this Agreement; none of whom shall be employees of, or have any contractual relationship with, the CITY. All of the services required hereunder will be performed by the CONSULTANT under its supervision, and all personnel engaged in the work shall be qualified and shall be authorized or permitted under law to perform such services. All key professional personnel, including subcontractors, engaged in performing services for the CONSULTANT under this agreement are indicated in a personnel listing attached hereto as Attachment C- Listing of Key Personnel and incorporate herein by reference. No changes or substitution shall be permitted in the CONSULTANT's Key Personnel without the prior written approval of the CITY or his designee. The CONSULTANT shall employ only persons duly registered in the appropriate category in responsible charge of supervision and design of the work. The CONSULTANT shall endorse all reports, contract plans, and survey data. Such endorsements shall be made by a person duly registered in the appropriate category by the Georgia State Board of Registration for Professional Engineers and Land Surveyors, being in the full employ of the CONSULTANT and responsible for the work prescribed by this Agreement. 7 OF 27 REVISION DATE: June 2006 �ucusrn � c� 5. ACCURACY OF WORK The CONSULTANT shall be responsible for the accuracy of the work and shall promptly correct errors and omissions in its plans and specifications without additional compensation. The CONSULTANT shall give immediate attention to these changes so there will be a minimum of delay to others. Acceptance of the work by the CITY will not relieve the CONSULTANT of the responsibility for subsequent correction of any errors and the clarification of any ambiguities. 6. CONFIDENTIALITY The CONSULTANT agrees that its conclusions and any reports are for the confidential use and information of the CIT'Y and that it will not disclose its conclusions in whole or in part to any persons whatsoever, other than to submit its written documentation to the CITY, and will only discuss the same with it or its authorized representatives. Upon completion of this Agreement term, all documents, drawings, reports, maps, data and studies prepared by the CONSULTANT pursuant thereto shall become the property of the CIT`Y and be delivered thereto. Articles, papers, bulletins, reports, or other materials reporting the plans, progress, analyses, or results and findings of the work conducted under this Agreement shall not be presented publicly or published without prior approval in writing of the CITY. It is further agreed that if any information concerning the PROJECT, should be released by the CONSULTANT without prior approval from the CITY, the release of same shall constitute grounds for termination of this Agreement without indemnity to the CONSULTANT, but should any such information be released by the CITY or by the CONSULTANT with such prior approval, the same shall be regarded as public information and no longer subject to the restrictions of this Agreement. 7. OPEN RECORDS CONSULTANT acknowledge that all records relating to this Agreement and the services to be provided under the contract may be a public record subject to Georgia's Open Records Act (O.C.G.A. § 50-18-70, et seq.). CONSULTANT shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law. 8. TURISDICTION The law of the State of Georgia shall govern the CONTRACT between CITY and CONSULTANT with regard to its interpretation and performance, and any other claims related to this agreement. All claims, disputes and other matters in question between CITY and CONSULTANT arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The CONSULTANT, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. 8 OF 27 REVISION DATE: June 2006 pUC.UST� ,� �EORCiW 9. SPECIFIED EXCUSES FOR DELAY OR NON-PERFORMANCE CONSULTANT is not responsible for delay in performance caused by hurricanes, tornadoes, floods, and other severe and unexpected acts of nature. In any such event, the contract price and schedule shall be equitably adjusted.. 10. TERMINATION OF AGREEMENT FOR CAUSE If through any cause, the CONSULTANT shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the CONSULTANT shall violate any of the covenants, agreements or stipulations of this Agreement, CONSULTANT will be given the opportunity to commence correction of obligation within 5 days of written notice and diligently complete the correction thereafter. Failure to maintain the scheduled level of effort as proposed and prescribed, or deviation from the aforesaid schedule without prior approval of the CITY, shall constitute cause for termination. The CITY shall thereupon have the right to terminate this Agreement by giving written notice to the CONSULTANT of such termination, and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In such event, all finished or unfinished documents, maps, data, studies, work papers and reports prepared by the CONSULTANT under this Agreement shall become the property of the CIT'Y, and the CONSULTANT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents, as mutually agreed by the CITY and CONSULTANT. 11. TERMINATION OF THE AGREEMENT FOR DEFAULT Failure of the CONSULTANT, which has not been remedied or waived, to perform or otherwise comply with a material condition of the Agreement shall constitute default. The CITY may terminate this contract is part or in whole upon written notice to the CONSULTANT pursuant to this term. 12. TERMINATION FOR CONVENIENCE OF THE CITY The CITY may terminate this contract in part or in whole upon written notice to the CONSULTANT. The CONSULTANT shall be paid for any validated services under this Contract up to the time of termination. 13. COORDINATION AND COOPERATION WITH OTHER UTILITIES AND CONSULTANTS CONSULTANT shall research all utility records to identify the existing facilities on the subject site based on owner records and coordination with utility provider for avoidance, or resolution, of conflicts with the proposed Scope of Services. If the CITY undertakes or awards other contracts for additional related work, the CONSULTANT shall fully cooperate with such other CONSULTANTs and the CIT'Y employees or appointed committee(s), and carefully fit its own work to such additional work as may be directed by the CITY. The CONSULTANT shall not commit or permit any act which will interfere with the performance of work by any other CONSULTANT or by CITY employees. 9 OF 27 REVISION DATE: June 2006 ,�ucusr,� �� ceor�cti* 14. COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a comnussion, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business and that the CONSULTANT has not received any non-CITY fee related to this Agreement without the prior written consent of the CIT'Y. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee. 15. RESPONSIBILITY FOR CLAIMS AND LIABILITY The CONSULTANT shall be responsible for any and all damages to properties or persons caused by its employees, subcontractors, or agents, and shall hold harmless the CITY, its officers, agents and employees from all suits, claims, actions or damages of any nature whatsoever to the extent found to be resulting from the CONSULTANT, its subcontracts, or agent in the negligent performance or non-performance of work under this Agreement. These indemnities shall not be limited by reason of the listing of any insurance coverage. 16. INSURANCE The CONSULTANT shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy(s) that will ensure and indemnify both the CITY, and Program Manager against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error, act, or omission of the CONSULTANT in performance of the work during the term of this Agreement. The CONSULTANT shall provide, at all times that this agreement is in effect, Worker's Compensation insurance in accordance with the laws of the State of Georgia. The CONSULTANT shall provide, at all times that this Agreement is in effect, Insurance with limits of not less than: A. Workmeri s Compensation Insurance - in accordance with the laws of the State of Georgia. B. Public Liability Insurance - in an amount of not less that One Million ($1,000,000) Dollars for injuries, including those resulting in death to any one person, and in an amount of not less than One Million ($1,000,000) Dollars on account of any one occurrence. C. Property Damage Insurance - in an amount of not less than One Million ($1,000,000) Dollars from damages on account of an occurrence, with an aggregate limit of One Million ($1,000,000} Dollars. D. Valuable Papers Insurance - in an amount sufficient to assure the restoration of any plans, drawings, field notes, or other similar data relating to the work covered by the Project. E. Professional Liability Insurance - in an amount of not less than One Million ($1,000,000) Dollars or an amount that correlates to the aggregate fee on the project should it exceed $1,000,000. 10 OF 27 REVISION DATE: June 2006 Aueusr� �` \V� cr��ttW� CITY will be named as an additional insured with respect to CONSULTANT's liabilities hereunder in insurance coverage's identified in items (b) and (c). The policies shall be written by a responsible company(s), to be approved by the CITY, and shall be noncancellable except on thirty-(30) days' written notice to the CITY. Such policies shall name the CIT'Y as co-insured, except for worker's compensation and professional liability policies, and a copy of such policy or a certificate of insurance shall be filed with the Director at the time of the execution of this Agreement. 17. PROHIBITED INTERESTS 17.1 Conflict of Interest: The CONSULTANT agrees that it presently has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further agrees that, in the performance of the Agreement, no person having such interest shall be employed. 17.2 Interest of Public Officials: No member, officer, or employee of the CITY during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 17.3 Employment of CITY's Personnel: The CONSULTANT shall not employ any person or persons in the employ of the CITY for any work required by the terms of the Agreement, without the written permission of the CITY except as may otherwise be provided for herein. 18. SUBCONTRACTING The CONSULTANT shall not subcontract any part of the work covered by this Agreement or permit subcontracted work to be further subcontracted without the CITY's prior written approval of the subcontractor. The CITY will not approve any subcontractor for work covered by this Agreement that has not been recommended for approval by the Program Manager. All subcontracts in the amount of $5,000 or more shall include, where possible, the provisions set forth in this Agreement. 19. ASSIGNABILITY The CONSULTANT shall not assign or transfer whether by an assignment or novation, any of its rights, obligations, benefits, liabilities or other interest under this Agreement without the written consent of the CITY. 20. EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement, the CONSULTANT agrees as follows: (1) the CONSULTANT will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin; (2} the CONSULTANT will, in all solicitations or advertisements for employees placed by qualified applicants, receive consideration for employment without regard to race, creed, color, sex or national origin; (3) the CONSULTANT will cause the for ego i ng p to b e in serted i all subcontracts for any work co v e red by the Agreement so 11 OF 27 REVISION DATE: June 2006 ,eucusrA � ��aatan that such provision will be binding upon each subcontractor, provided that the foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies of raw materials. 21 DRUG FREE WORK PLACE CONSULTANT shall be responsible for insuring that its employees shall not be involved in any manner with the unlawful manufacture, distribution, dispensation, possession, sale or use of a controlled substance in the workplace. For purposes of the policy, "workplace" is defined as CIT'Y owned or leased property, vehicles, and project or client site. Any violation of the prohibitions may result in discipline and/or immediate discharge. CONSULTANT shall notify the appropriate federal agencies of an employee who has a criminal drug statute conviction for workplace violation. CONSULTANT may require drug or alcohol testing of employees when contractually or legally obligated, or when good business practices would dictate. 22. ANTI-KICKBACK CLAUSE Salaries of architects, drafters, enginee�'s, and technicians performing work under this Agreement shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except only such payroll deductions as are mandatory by law. The CONSULTANT hereby promises to comply with all applicable "Anti-kickback" laws, and shall insert appropriate provisions in all subcontracts covering work under this Agreement. 23. AUDITS AND INSPECTORS At any time during normal business hours and as often as the CITY may deem necessary, the CONSULTANT shall make available to the CTTY and/or audit representatives of the CITY for examination all of its records with respect to all matters covered by this Agreement. It shall also permit the CITY and/or representatives of the audit, examine and make copies, excerpts or transcripts from such records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. The CONSULTANT shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred on the Project and used in support of its proposal and shall make such material available at all reasonable times during the period of the Agreement, and for three years from the date of final payment under the Agreement, for inspection by the CITY or any reviewing agencies, and copies thereof shall be furnished upon request at cost plus 10%. The CONSULTANT agrees that the provisions of this Article shall be included in any Agreements it may make with any subcontractor, assignee, or transferee. 24. OWNERSHIP, PUBLICATION, REPRODUCTION AND USE All documents and materials prepared as an instrument of service pursuant to this Agreement are the property of the CIT'Y. The CITY shall have the unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, maps, or other materials prepared under this Agreement without according credit of authorship. The CIT'Y shall hold 12 OF 27 REVISION DATE: June 2006 ,�ucusr� ..��..�z� � harmless the CONSULTANT against all claims arising out of such use of documents and materials without the CONSULTANT's knowledge and written consent. 25. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the CITY, either before, during, or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained, nor shall such verbal agreement or conversation entitle the CONSULTANT to any additional payment whatsoever under the terms for this Agreement. All changes to this Agreement shall be in writing and appended hereto as prescribed in Article 3 above. 26. INDEPENDENT CONTRACTOR The CONSULTANT shall perform the services under this Agreement as an independent contractor and nothing contained herein shall be construed to be inconsistent with this relationship or status. Nothing in this Agreement shall be interpreted or construed to constitute the CONSULTANT or any of its agents or employees to be the agent, employee, or representative of the CITY. 27. NOTICES All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices shall be addressed as follows: CITY: CONSULTANT: ADMINISTRATOR W.K. DICKSON & CO., INC. AUGUSTA, GEORGIA 1450 Greene Street, Suite 225 530 Greene Street Augusta, GA 30901 Augusta, GA 30911 Copy to: DIRECTOR AUGUSTA RECREATION & PARKS DEPARTMENT 2027 Lumpkin Road Augusta, GA 30906 28. ACKNOWLEDGEMENTS "Contractor acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Contractor is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Contractor's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, inclucting the possibility that the Contractor may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Contractor agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Contractor provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or servTCes provided by Contractor. Contractor assumes all risk of non-payment for the provision of any unauthorized 13 OF 27 REVISION DATE: June 2006 ,�{,IGU$7�{ . '� �'.��..�i GEORWA. goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and services, except revenue producing contracts All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. � 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program. All contractors and subcontractors must provide their E-Verify number and must be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in O.C.G.A. � 13- 10-91 and shall continue to use the federal authorization program throughout the contract term. All contractors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia the contractor will secure from such subcontractor(s) each subcontractor's E-Verify number as evidence of verification of compliance with O.C.G.A. � 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services [SIGNATURES ON FOLLOWING PAGE] 14 OF 27 REVISION DATE: June 2006 ,W'C4(SP� �.. '..=.�/ GE�p{4� IN WITNESS WHEREOF, said parties have hereunto set their seals the day and year written below: CITY: CONSULTANT: AUGUSTA, GEORGIA (CIT� W.K. DIC SON & CO., I � " Y `�BY: ��`' '.r��- � -�---�` BY: ' � �� PRINTED NAME: i�. �✓-%� S- f=_� a c�'C{r�1if� PRINTED NAME: William G. gate, III, PE AS ITS: Mayor AS ITS: Vice President ATTEST CLERK: � �� -� � , � � � � � ATTEST: � � ws'� � � � �c,, i�� `,/� � �� ' `f F ' ( � � Iv � '� � y ✓` �� ,' .. � � � .�-� � / r „p /,� ' � , (s� �� , , � .� , �::.: " � g PRINTED NAME: � � � ��1��,�, ��. .. _,' � � PRINTED NAME: C. Gordon Smith (� e' �; - '�� AS ITS: Clerk of Com�'s�o�.. '� AS ITS: Project Manager � l6 / .�„'� � .�lZ DATE: � �� , � . DATE: `':;,, �„� '.... � . Copy To: DIRECTOR AUGUSTA PARKS & RECREATION DEPARTMENT 2027 Lumpkin Road Augusta, Georgia 30906 15 OF 27 REVISION DATE: June 2006 �ucvsr� �� Cto�� CONSULTANT'S RESPONSIBILITIES CONSULTANT, in order to determine the requirements of the Project, shall review the information in Attachment A- Scope of Services. CONSULTANT shall review its understanding of the Project requirements with Project representative and shall advise CITY of additional data or services which are not a part of CONSULTANT's services, if any, necessary for design to begin. PROTECT UNDERSTANDING Upon request from the CONSULTANT, CIT'Y may provide all criteria and full information as to CITY's and CONSULTANT'S requirements for this part of the project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expendability, and any budgetary limitations. CONSULTANT may request from the CITY to furnish data, reports, surveys, and other materials that may be relied upon in performing CONSULTANT'S services. REVIEW OF WORK Authorized representatives of the CIT'Y may at all reasonable times review and inspect the project activities and data collected under the Agreement and amendments thereto. All reports, drawings, studies, specifications, estimates, maps and computation prepared by or for the CITY in association with this Agreement shall be subject to review. The CITY may at any time request progress reports, prints or copies of any work performed under this Agreement. Refusal by the CONSULTANT to submit progress reports and/or plans shall be cause to withhold payment to the CONSULTANT until the CONSULTANT complies with the CITY's request in the regard. Augusta, Georgia may, at reasonable times, inspect the part of the plant, place of business, or work site of CONSULTANT or any subcontractor of CONSULTANT or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia. The CITY's review recommendations shall be incorporated into the plans by the CONSULTANT. CONSULTANT'S INSURANCE CONSULTANT will maintain throughout this AGREEMENT the following insurance limits as specified in General Condition 14 - Insurance. 16 OF 27 REVISION DATE: June 2006 pllCl:STA. �:'=../ CEORC.0 CITY'S RESPONSIBILITES CITY-FURNISHED DATA CITY will provide to CONSULTANT all data in CITY's possession relating to CONSULTANT's services on the PROJECT. CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CITY. RIGHT TO ENTER The CONSULTANT will notify all property owners or occupants of the intent to enter properties for the purpose of accomplishing work in accordance with the practices of the CITY. The CONSULTANT shall discuss with and receive approval from the CITY prior to sending notices of intent to enter private property. Upon request by the CONSULTANT, the CITY will provide the necessary documents identifying the CONSULTANT as being in the employ CITY for the purpose described in the Agreement. ADVERTISEMENTS, PERMITS, AND ACCESS Unless otherwise agreed to in the Scope of Services, CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for CONSULTANT's services or PROJECT construction. TIMELY REVIEW CITY will examine CONSULTANT's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required by CITY in a timely manner. PROMPT NOTICE CITY will give prompt written notice to CONSULTANT whenever CITY observes or becomes aware of any development that affects the scope or timing of CONSULTANT's Services, or of any defect in the work of CONSULTANT or construction contractors. CITY'S INSURANCE CITY will maintain property insurance on all pre-existing physical facilities associated in any way with the PRQjECT. LITIGATION ASSISTANCE 'The Scope of Services does not include costs of CONSULTANT for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by CITY. All such Services required or requested of CONSULTANT by CITY, except for suits or claims between the parties to this AGREEMENT, will be reimbursed as additional services. Except as otherwise provided in this agreement, CONSULTANT shall inden�uiify and hold harmless Augusta, GA, and its employees and agents from and against liabilities, claims, suits, demands, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from the negligent performance of its Work. 17 OF 27 REVISION DATE: June 2006 lOCQS}y r � p :,4 �,.,.�� CE0[tL� ATTACHMENT A- SCOPE OF SERVICES PROJECT UNDERSTANDING Augusta, Georgia (Augusta) will develop a new 10-acre park in the Butler Creek Area on Highway 56 in Augusta, to be named the Butler Creek Trailhead Park. W.K. Dickson (WKD) was obtained by Augusta on August 17, 2010 to develop preliminary design plans for the layout of the park which included a master plan, conceptual plans for the pedestrian bridge, picnic shelter and restrooms, and investigation in the permitting of the proposed pedestrian bridge crossing Butler Creek. SCOPE OF SERVICES The following provides a detailed outline of the Basic Scope of Services to be provided in this Agreement for Butler Creek Park. Task No. One: No-Rise Hvdraulic Analysis at Butler Creek In the Preliminary Design Phase, WKD coordinated with the Richmond County (Augusta) floodplain administrator regarding local floodplain regulations and performed site visits to collect field data to support hydraulic flood study. The FEMA duplicate effective HEC-2 model was also obtained from FEMA to be used in the No-Rise Hydraulic Analysis. To complete the No-Rise Hydraulic Analysis and submit the proper forms to FEMA, WKD will perform the following services: o Recreate the FEMA duplicate effective model by manually inputting the FEMA provided data into an electronic format. Initial efforts to obtain this information showed that the data is not available in an electronic format. FEMA will provide this information in a hard copy format that will require manual data input to recreate the model in an electronic format. o Convert the HEC-2 model into HEC-RAS to facilitate no-rise evaluation. o Create the existing (pre-project) conditions HEC-RAS model from the FEMA duplicate effective HEC-RAS model. o Create the proposed conditions HEC-RAS model by modifying the existing conditions HEC-RAS model. This model will include the proposed footbridge decking and fill material along with any grading needed to offset adverse impacts to 100-year flood elevations. o Make recommendation to proposed conditions site plan and HEC-RAS model to meet no- rise certificate requirements if needed. Develop the proposed footbridge design elevations that result in a bridge that overtops to an acceptable frequency while achieving 18 OF 27 REVISION DATE: June 2006 �ucusrn �` `� Ce�� a no-rise and goals for cost. This iterative process may include grading in the overbanks or channel to help offset 100-year flood elevation increases while meeting environmental permitting requirements. It is assumed that one alternative will be evaluated as agreed upon by the Augusta and WKD to assist in minimizing evaluating multiple alternatives. One version of the project site plan will be used in this analysis. Additional versions of the site plan will be considered an additional service. o Respond and address comments from Augusta's or FEMA's regulatory review if necessary. o Prepare a short letter report summarizing the hydraulic modeling results (approximately 2- 3 pages in length and will include hydraulic modeling appendices): o If project meets hydraulic requirement of not raising the 100-year floodplain and floodway elevations or increasing 100-year floodway widths, then WKD will submit No-Rise Certificate and the supporting information to Augusta for submittal to FEMA. Task No. Two: Architectural Services for the Picnic Shelter/Restroom Shelter WKD will secure architectural and structural engineering services from Virgo Gambill for a picnic shelter and restrooms all combined in to one structure. The plans will include mechanical, electrical, and plumbing for the building. WKD will prepare final documents for bidding to be included in the Butler Creek Park bid package. Task No. Three: Butler Creek Pedestrian Brid_ e Design WKD will secure structural engineering services for the design of a pre-engineered bridge with abutments to cross Butler Creek. This bridge will connect the proposed parking area for the Park to the recreational facilities. The following provides a detailed outline of the services to be provided for this task: o Foundations will be shallow foundations consisting of spread footings and strip footings. If piles are required due to unfavorable soil conditions, WKD will submit a second proposal for the new foundation system. o The pedestrian bridge will be a pre-engineered steel bridge designed by others. We will develop the required design loads and create a performance specification. The actual bridge will be designed by others. During the shop drawing review phase, we will verify bridge reaction corresponds to assumed/preliminary reactions used in the design of the foundations. o The elevated abutments and adjacent retaining walls are assumed to be cast-in-ptace concrete. 19 OF 27 REVISION DATE: June 2006 pUGQBtA '�. "�/ CfORiiU o Means and methods of construction including temporary adjustments to the creek shall be the responsibility of the contractor, including design of construction related elements. Specifically, the scope of our structural engineering services includes the following: Construction Documents o Develop loading requirements and complete the gravity and tateral design of the abutment structure. o Complete construction documents, structural specifications, and details to support structural design. o The Structural Subconsultant will participate in local meetings via conference call as requested and respond to Owner generated comments. Construction Administration o Review submittals and shop drawings. o Provide phone consultation with the Contractor for clarification and questions. o Site visits are not included but can be provided based on the per trip fee noted below. o Assist Special Inspector in resolving design issues arising from construction issues. Task No. Four: Construction Biddina Upon receiving the approvals from the regulatory agencies and Augusta, WKD will proceed with the Construction Bidding portion of the project consisting of the following tasks: o Coordinate with Augusta Procurement Department to advertise the project. o Fax bid information to CITY o Attend mandatory pre-bid meeting as a technical reference to Augusta for the project. o Prepare letter of recommendation for award of the contract. o Attend the pre-construction meeting as a technical reference to Augusta. o Provide clarification related to the plans/specifications throughout design and construction. 20 OF 27 REVISION DATE: June 2006 �CGU`SYA � '+ `�.�' CEORG4A Task No. Five: Construction Administration Provide services during construction as follows: o Review shop drawings submittals prepared by the Contractor and make recommendations on conformance with documents. o Attend Project meetings as scheduled (anticipating six (6) project meetings). o Recommend design changes as field conflicts arise (site visits may be required). o Review and approval of pay requests from the construction Contractor (line of communication will be Construction Contractor to resident observer to CONSULTANT to CITY). o Provide clarification and specifications throughout construction. o Revise/update plans and/or easement plats as changes occur that require submittal. ADDITIONAL SERVICES The following items are specifically excluded from the Basis Scope of Services. WK Dickson can provide these services to Augusta if provided with written authorization. Any additional services provided by WKD to OWNER will be charged at WKD's standard hourly rates. o Excludes WKD from evaluating a scour analysis for the building piers and/or piers. o Excludes WKD from meeting with USACE or GAEPD to coordinate additional non-FEMA related wetland or stream corridor permitting requirements. o Excludes WKD from any additional permitting that could arise from impacts created by the project. o Excludes WKD from preparing a Conditional Letter of Map Revision (CLOMR) should a no- rise not be attainable. o Site visits are not included for the Architectural and Structural Subconsultants during the Construction Phase but can be provided based on the per trip fee. 21 OF 27 REVISION DATE: June 2006 �icusra , �,�»,�w � Ceor�u ATTACHMENT B - COMPENSATION The CITY shall compensate the CONSULTANT for services, which have been authorized by the CITY under the terms of this Agreement. The CONSULTANT may submit to the CITY a monthly invoice, in a form acceptable to the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CIT'Y shall review for approval said invoices. The CIT'Y shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably in excess of the actual phase of completion of each phase. The CITY shall pay each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CIT'Y of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium �ime portion of the overtime will not be billed to the CIT1' unless the CONSULTANT has requested acceleration of the scheduled work in writing. To the extent that the pricing provided by CONSULTANT is erroneous and defective, the parties may, by agreement, correct pricing errors to reflect the intent of the parties. 'The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act. 22 OF 27 REVISION DATE: June 2006 AUCGStq � . . - .��,.,. r'',. . . CEUBAi4P� ATTACHMENT B-1 BASIS OF COMPENSATION 1. Basic Services: Augusta shall pay WKD for the services set forth in Attachment A, Scope of Services, a Lump Sum Fee of thirty three thousand and seven hundred dollars ($33,700.00) outlined as follows: o Task One - No Rise Hydraulic Analysis & Letter Report $ 8,500.00 o Task Two - Architectural Services for the Picnic Shelter/Restroom Shelter $ 5,000.00 o Task Three - Butler Creek Pedestrian Bridge Design $10,600.00 o Task Four — Construction Bidding $ 1,600.00 o Task Five — Construction Administration $ 8,000.00 Total $33,700.00 A percentage of the Lump Sum Fee will be billed on the last day of each month. The percentage billed will be the percentage of work estimated to be complete as of the day of billing. 2. Additional Services: Any additional services which are not specifically called for in Attachment A, Scope of Senrices, shall be considered Additional Services. Augusta shall pay WKD for additional services in accordance with WKD's standard rates. 23 OF 27 REVISION DATE: June 2006 pucusr� ��`�ti� caor�;v. ATTACHMENT C- LISTING OF KEY PERSONNEL CONSULTANT shall provide qualified personnel to perform its work. The list of key personnel below, including a designated Program Manager will not change or be reassigned without the written approval of the CITY. Those personnel conunitted for this work are as follows: William G. Wingate "Trey", III, PE Vice President / Project WK Dickson - Augusta Mana er Gordon Smith, PE Project Manager WK Dickson - Augusta Candace S. Guinn Adininistrative WK Dickson - Augusta Robert Tate Horton, RLS, EIT Land Surveyor WK Dickson - Augusta 24 OF 27 REVISION DATE: June 2006 p4C45T� �� j ce� ATTACHMENT D- SCHEDULE FOR PERFORMANCE WK Dickson will complete Task One through Task Three within forty five (45) days following the Notice to Proceed. Completion of Task Four will occur within ten (10) days following notification from Augusta. Task Five shall be based on a 6 month construction contract and is anticipated to be authorized for construction by Augusta during 2012. 25 OF 27 REVISION DATE: June 2006 pcausr,� � ceawu CONSULTANT SERVICES As a part of this Agreement the CONSULTANT agrees to furnish the following checked items (CONSULTANT to initial in the space provided acknowledging responsibility to furnish said item). Prior to Authorization To Proceed: Detailed Scope of Services based upon Attachment A of this Agreement to be submitted with Cost Proposal clearly defining the CONSULTANT'S understanding of the project limits, design objectives and CONSULTANT'S services to be provided. Cost Proposal that will include cost of surveying, design, preparation of construction plans and specifications, and other services requested in the CIT'Y's Request for Proposal. Schedule for submittal of review Prior s bmitting Preliminary review documents: Q Locate all existing utilities using available information collected by the CONSULTANT. Site Plan (If Required) Thro g out proj ect: Prepare printed responses to comments received from the CITY following reviews. Prepare Public Works/Other permit applications for signature by the CITY. Prepare and submit plans to EPD for review and approval when required. Prepare plans and specifications. Prepare construction cost estimates at each review stage and with the submittal of Final documents. Provide cost breakdown for any items to be lump sum in the construction contract. Upo o pletion of design: Coordinate with the City Procurement Department to advertise the project. Fax bid information to CIT'Y. Attend the Pre-Bid Meeting as a technical reference to the CITY. Prepare letter of recommendation for award of the contract. Develop conformed contract documents and forward to the CITY for execution. Attend the pre-construction meeting as a technical reference to the CITY. Provide clarification related to the plans/specifications throughout design and construction. 26 OF 27 REVISION DATE: June 2006 pUCUSTA � �R �.«.w�,w.:.� �'3:O�J8 Q Provide Services During Construction as follows: • Attend project meetings as scheduled by the CITY • Recommend design changes as field conflicts arise (site visits may be required) • Review and approval of pay requests from the construction Contractor (line of communication will be construction contractor to resident observer to CONSULTANT to CIT'Y) • Provide clarification of plans and specifications throughout construction • Revise/update plans as changes occur that require resubmittal to agencies. AUGUSTA CREAT N& PARKS CONSULT T DEPARTM N � ,y' � BY: � ; „� `�" BY: ��'G�'^ �� ,_- � , .-� PRINTED NAME: �� ` JA�� PRINTED NAME: William G. Win�ate III T�TLE: Director TITT.E: Vice President / r / �7 / DATE: �r � DATE: I '.�' � 2 ADDITIONAL SERVICES: 1. Revisions to the plans/contract documents to extend the limits of the project after this AGREEMENT has been executed by the CITY. 2. Other revisions required by the CTTY, DOT, EPD, or other government agency at their request will be considered an additional service. 3. Out-of-town meetings or conferences required of the CONSULTANT by the CITY. 4. Other not described above, as approved by the CITY. NOTE: It is the responsibility of the CONSULTANT as contracted by the CIT'Y to provide professional surveying and engineering services. It is expected that such professionals will operate in a manner which assures the interests of the common welfare, rather than in a manner which promotes their own financial gain. It is expected that such professionals will act as a faithful agent for the CITY as a client. It is the duty of the CONSULTANT to protect the safety, health and welfare of the public in the performance of their professional duties. 27 OF 27 REVISION DATE: June 2006