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HomeMy WebLinkAboutAGREEMENT BETWEEN AUGUSTA GA AND MACH ACADEMY 2014 FACILITY GRANT PROGRAM AGREEMENT BETWEEN AUGUSTA, GEORGIA AND MACH ACADEMY 2014 USTA FACILITY GRANT PROGRAM iii This Agreement is made and entered into this 6_ day of , 2014, by and between Augusta, Georgia, by and through the Augusta, Georgia Commission, (hereinafter referred to as "Augusta "), and MACH Academy, Inc. (hereinafter referred to as the "MACH ") to utilize funds granted by the United States Tennis Association through its 2014 USTA Facility Grant. WHEREAS, MACH has applied for and received funds from the United States Tennis Association through its 2014 USTA Facility Grant; and WHEREAS, Augusta wishes to engage MACH to assist with the renovation and expansion efforts at the Fleming Tennis Center to provide improved and expanded accommodations for its student athletes, coaching staff, and community tennis patrons through utilization of MACH's USTA Facility Grant funds; and WHEREAS, Augusta will be utilizing SPLOST funds to pay the expenses associated with the capital improvements at Fleming Tennis Center and MACH's USTA Facility Grant is a reimbursement grant whereby Augusta will pay expenses but be reimbursed by MACH remitting funds back to Augusta after receiving USTA's grant funds; and WHEREAS, MACH acknowledges and agrees to comply with all relevant Federal and applicable Local guidelines related to the proper expenditure of said grant funds and the administration of this Agreement; NOW, THEREFORE, it is agreed between the parties hereto as follows: ARTICLE I. DEFINITIONS AND IDENTIFICATIONS Unless otherwise specified, the following terms used herein shall be defined as listed below in this Article I. Augusta Augusta, Georgia, consolidated government acting by and through the Augusta, Georgia Commission Facility Fleming Tennis Court located at 1850 Chester Avenue Augusta, Georgia 30906 Grant The United States Tennis Association USTA Facility Grant 1 MACH MACH Academy, Inc. USTA United States Tennis Association ARTICLE II: PROJECT In order to establish the background, context and frame of reference for this Agreement and to manifest the objectives and the intentions of the respective parties herein, the following statements, representations and explanations are set forth. Such statements, representations and explanations shall be accepted as conditions precedent for the undertakings and commitments included within the following provisions. These statements, representations, and explanations may be relied upon by the parties as essential elements of the mutual considerations upon which this Agreement is based. A. MACH sought the Grant in order to support renovation and expansion efforts at the Fleming Tennis Center to provide improved and expanded accommodations for its student athletes, coaching staff, and community tennis patrons. Expansion efforts will include adding two (2) new outdoor (hard surface) courts to include associated windscreens; court lighting; fine grading of area; installation of 10' fencing and gates, surface of courts; court striping; installation of net posts, court lining, nets, and center straps, etc. In addition this project will include resurfacing five (5) existing courts to include court extension, crack repair, new vinyl fencing, new court lighting, and color coding to include Quick Start lines, additionally, vinyl coated perimeter fencing with new panel box and electrical work. Augusta has determined that MACH's proposed project is one which will benefit the Augusta community, its citizens, its taxpayers, and the surrounding CSRA. A. Currently MACH Academy provides the United States Tennis Association (USTA) programs year round at the Fleming Tennis Center. Adult and Junior programs including: USA- 1 -2 -3, Free Tennis Clinics, Junior Team Tennis, Ten and Under Tennis Clinics (ages 3 -9), Junior Tennis Training Clinics, Family Fun Days (adults and children enjoying tennis and fitness activities together), USTA Play Days, League Tennis, Sanctioned Tennis Tournaments; Match Play days with other clubs and facilities, as well as provide and group tennis lessons. B. Additional tennis courts and improved lighting at the site will enable MACH Academy to provide additional education and fitness programs and services to the community to help citizens increase the number of years of healthy life by reducing some of the health disparities and providing access to physical fitness, healthy eating and tennis preventive services. Further, additional tennis courts at the site will enhance the facility and attract new tennis players to Augusta. Augusta would be able to benefit from increased visitors to Augusta that will stay in hotels, shop in local stores, and dine in local restaurants, hence spurring economic development. 2 MACH was selected to receive Thirty Thousand Dollars ($30,000.00) in USTA Facility Funding for the resurfacing and respacing of five existing 78 foot tennis courts and the construction of two new 78 foot tennis courts at Fleming Tennis Center. Pursuant to the terms of the 2014 USTA Facility Grant , the grant funds will be distributed as the project construction progresses and the appropriate accountability forms are returned to and approved by USTA. Augusta agrees to use and disburse SPLOST funds to pay for the improvements at the Fleming Tennis Center. MACH agrees that it will reimburse Augusta in an amount not to exceed Thirty Thousand dollars and zero cents ($30,000.00) (hereinafter the "Grant ") to implement the above project, and achieve the above stated objectives as stated in MACH's 2014 Facility Grant Application. ARTICLE III: NOTICES Augusta and MACH agree that all notices required by this Agreement shall be in writing and delivered through one of the following: U.S. Mail (postage prepaid), commercial courier, personal delivery, facsimile, or other electronic means. Any notice delivered as aforesaid shall be effective on the date of delivery. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this Agreement shall be directed to the following Agreement representatives: Augusta: Augusta, Georgia Recreation Parks, & Facilities Department Attention: Ronald Houck 2025 Lumpkin Road Augusta, GA 30916 With copy to: Augusta, Georgia Finance Department Attention: Susan Kain 530 Greene Street Augusta, GA 30901 If to MACH: MACH Academy, Inc. Attention: Michael Harden President /CEO 4360 Quail Creek Road, Martinez, GA 30907 ARTICLE IV: GENERAL CONDITIONS A. General Compliance MACH agrees to comply with the requirements of United States Tennis Association USTA Facility Grant, all other applicable Federal state and local laws, regulations, and policies governing the 3 funds ovid unr this Aeement. MA furth rees to compth cures a or outl in the A Georg Procurement Code. B. Independent Contractor Nothing in this Agreement de is gr intended to, or CH shall be construed in any manner , as creating o estab the relationsh of employer /employe between the parties. MACH shall at a times remain pr an ed "Independent Contractor" with respect to the serv to be performed the unde this Agreement. Augusta sha be exempt from payment ag of all Un C ompensation pro FICA; Retiremen Life and /or Med insurance and W orkers ' Compensat ly Insurance , because the MACH is an I ndependent Contractor. C. Hold Harmless MACH shall hold harmless, defend and indemnify Augusta, and its employees and agents from any and all liabilities, demands, damages, losses, claims, actions, suits, charges, judgments and expenses, including attorney's fees, that arise out of the MACH's performance or nonperformance of the services or subject matter as required in this Agreement. D. Workers' Compensation MACH shall provide Workers' Compensation Insurance coverage for all of its employees involved in the performance of this Agreement, if applicable. E. Insurance and Bonding MACH shall carry sufficient insurance coverage to protect Contract assets from loss due to theft, fraud and /or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash reimbursements /advances from the Grantee. MACH 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 Augusta 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 MACH in performance of the work during the term of this Agreement. MACH 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, if applicable. A. Workmen's Compensation Insurance — in accordance with the laws of the State of Georgia. B. Public Liability Insurance C. Property Damage Insurance 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 - 4 Augusta will be named as an additional insured with respect to MACH'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 Augusta, and shall be non - cancellable except on thirty -(30) days' written notice to Augusta. Such policies shall name Augusta 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. F. Documentation and Recordkeeping 1. Records to be Maintained MACH shall maintain all records required by the United States Tennis Association USTA Facility Grant. 2. Disclosure MACH understands and acknowledges 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.). MACH shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law. 3. Audits and Inspections MACH records with respect to any matters covered by this Agreement shall be made available to Augusta at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully explained and corrected by the MACH within 30 days after receipt by the MACH. Failure of the MACH to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. G. Amendments 1. Augusta and MACH may amend this Agreement at any time provided that such amendments make specific reference to this Agreement; are executed in writing, signed by a duly authorized representative of each organization; and approved by the Augusta's governing body. Such amendments shall not cancel or invalidate this Agreement, nor relieve or release Augusta or MACH from its obligations under this Agreement. 2. MACH shall submit to the Grantee within thirty (30) days of the completion of each Project a complete financial accounting of all its project activities. 5 3. Augusta shall be authorized to approve line item changes to the MACH's budget provided that such changes do not increase in the grant amount set forth in the Project's overall Budget. 4. Augusta, in its discretion, amends this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons, as it deems necessary. If such amendments result in a change (i) in the funding, (ii) the scope of services, or (iii) schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Augusta and MACH. 5. No amendment will be granted to extend the agreement beyond the established end date of the grant period. H. Suspension or Termination 1. Augusta may suspend or terminate this Agreement if MACH materially fails to comply with any terms of this Agreement, including, but not limited to the following: a) Failure to comply with any of the rules, regulations or provisions referred to herein, or such statues, regulations, executive orders, and federal and /or local guidelines, policies or directives as may become applicable at any time; b) Failure, for any reason, of MACH to fulfill in a timely and proper manner its obligations under this Agreement; c) Ineffective or improper use of funds provided under this Agreement; or d) Submission by MACH to the Grantee reports of materially incorrect or incomplete. e) In accordance with the Augusta, Georgia Procurement Code this Agreement may also be terminated for convenience by either Augusta, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. ARTICLE V: SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless remain in full force and effect. ARTICLE VI: SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included only for convenience, and shall not limit or otherwise effect the terms of this Agreement. ARTICLE VII: WAIVER 6 Augusta's failure to upon a breach by MACH does not waive the Augusta's right to act upon any subsequent or similar breach of this Agreement by MACH. The failure of Augusta to exercise or enforce any right or provision shall not constitute a waiver of such right or provision as provided for in this Agreement. ARTICLE VIII: GOVERNING LAW AND VENUE The law of the State of Georgia shall govern this Agreement between Augusta and MACH with regard to its interpretation and performance, and any other claims related to this agreement, which are not specifically governed by Federal Law. All claims, disputes and other matters in question between Augusta and MACH arising out of or relating to this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia, if not specifically governed by Federal Law. MACH, 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. ARTICLE XIV: ENTIRE AGREEMENT This Agreement constitutes the entire agreement between Augusta and MACH for the use of funds received under this the 2014 USTA Facility Grant and in accordance with this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between Augusta and MACH with respect to this Agreement. ARTICLE XV: SUBRECIPIENT ACKNOWLEDGEMENT "MACH 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, MACH is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of MACH'S provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the MACH may be precluded from recovering payment for such unauthorized goods or services. Accordingly, MACH agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the MACH 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 services provided by MACH. MACH assumes all risk of non - payment for the provision of any unauthorized 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 ARTICLE XVI: E- VERIFY 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 0. 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 0.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 Q.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 IN WITNESS WHEREOF, Augusta, Georgia and MACH Academy, Inc. (SCA) have executed signed, sealed, and delivered this agreement in duplicate effective the day and year first written above. .fix Signed, sealed and delivered in the presence of: Augu Georgia ri' 1# BY: ( _,,,,„ ,4;. ice' ' 4A Notary Nub 'c _ A • � Printed Name i My Commissi • \. �„ _ _ As ITS: r yor Iwo. ow. I4 4 U8 d o � C9/ ATTEST CLERK: o r / / 5" -., '', 4 la .4 -0. ," , j". , --p.. , , . / , i 0 ' . 1 �. ,. Printed Name: a , 1 ,„,�� As ITS: Clerk of Commission - '`,.. IC Sit Signed, sealed and delivered in the presence of: MACH ' Acaremy rnc."� """' `- ''''°h „� By: ' ` 11- 4 . Z7 ® .\ 0,,,,,,wa „'',,,, 4 i °��. a R l''v e c. 4 4,L. D. /4 ),� .tart' Public i �`7o p \c�ES P Wed d Name CitOli&Cli P 207 My Commission Expires: Midi /2, at)/7 AS ITS: President 9