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HomeMy WebLinkAboutCONSULTANT SERVICES AGREEMENT FOR CLASSIFICATION AND COMPENSATION STUDY_ RFP #16-123 AGREEMENT TO PROVIDE HUMAN RESOURCES CONSULTING SERVICES FOR AUGUSTA, GEORGIA THIS AGREEMENT, entered into this 'day of lu a , 2016, and effective immediately by and between the Archer Company, Inc. thereinafter called the "Consultant") and the consolidated government of Augusta, Georgia, a political subdivision of the State of Georgia, by and through its Board of Commissioners (hereinafter called the "Client"). WITNESSETH THAT: WHEREAS, the Client is interested in obtaining consulting services for a classification and compensation study. WHEREAS, the Consultant responded to Augusta's RFP #16-123 and was chosen as the most qualified respondent based on its submittal. NOW THEREFORE,the parties hereto mutually agree as follows: 1. Employment of Consultant. The Client agrees to engage the Consultant and the Consultant hereby agrees to perform the services described in the "Scope of Services" listed below. 2. Scope of Services. The Consultant shall do, perform and carry out in a good and professional manner consulting services for a classification and compensation study as set forth in Augusta's RFP #16-123 and the Consultant's proposal dated January 22, 2016 as amended by Option for Comprehensive Study(both of which are herein incorporated by reference). 3. Contract Term. The time of performance for this scope of services will extend beyond one year, and is therefore subject to the provisions as required by Georgia law pertaining to multi-year contracts. The term of this contract is for one year with the option to renew in each of the two subsequent years. This contract shall: (i)terminate absolutely and without further obligation on the part of Augusta, Georgia at the close of the calendar year in which it was executed, and at the close of each succeeding calendar year for which it may be renewed as provided in O.C.G.A. Section 36-60-13; (ii) automatically renew at the beginning of each calendar year, unless terminated in accordance with the provisions of this contract; and (iii) terminate absolutely with no further renewals on December 31, 2016, unless extended according to the provisions for change of this contract. The services to be performed hereunder by the Consultant shall be undertaken and completed in such sequence so as to ensure their expeditious completion and best carry out the purposes of the agreement. Provided however, the Consultant shall not be liable for delays in performance that are caused in whole or in part by the Client, third parties over which the Consultant does not have the legal right to control or forces de majeure. 4. Method of Payment. Client agrees that compensation and method of payment to the 1 Consultant shall be one hundred thousand dollars ($100,000.00). The Consultant shall submit invoices to the Client monthly as the work progresses. The Client agrees to pay those invoices within thirty (30) days of receipt. In the event the Client disputes a portion of an invoice, the Client agrees to pay the undisputed portion of the invoice within thirty (30) days of receipt and to provide Consultant a detailed statement of the Client's position on the disputed portion of the invoice within thirty(30) days of receipt. 5. Changes. The Client may,from time to time, require changes in the scope of services of the Consultant to be performed hereunder. Such changes and the fees or compensation associated therewith shall be mutually agreed upon by and between the Client and the Consultant and shall be incorporated in written amendment to this agreement. Consultant 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, Consultant is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Consultant Consultant'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 Consultant may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Consultant agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Consultant 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 Consultant. Consultant 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. 6. Services and Materials to be Furnished by the Client. The Consultant shall provide guidance to the Client in determining the data required for purposes of the contemplated services. The Client further agrees to provide all data specifically requested, including documentation and information to the Consultant in a timely manner. The Consultant shall assume without incurring liability thereof, that all data so provided is correct and complete. The Client shall cooperate with the Consultant in scheduling and carrying out the work herein. 7. Rights to Terminate Contract. This Agreement may be terminated in whole or in part for convenience by the Client, including, but not limited to, if all or part of applicable funding becomes unavailable to Client. If applicable funding is reduced, Client may either cancel this Agreement or offer a contract amendment reflecting the reduced funding. If this Agreement is cancelled, Client agrees to reimburse Consultant for all expenditures made 2 in good faith that are unpaid at the time of termination, including all work products completed or in-process, and for the time required to discontinue onsite activities in an orderly manner, not to exceed the maximum amount payable under this Agreement. Either party shall have the right to terminate this Agreement if the other party is in default of any obligation hereunder and such default is not cured within thirty(30)days of receipt of a notice specifying such default. In the event of such a termination, Client shall reimburse Consultant for all work that had been satisfactorily completed prior to such termination; such payment shall be made based on the percentage of project completion at the time of termination. If either party exercises their right to terminate this contract, the nature of such action shall be written notice provided to the other party within sixty (60) days before the end of the initial year of the contract or each succeeding remaining calendar year. 8. Indemnification. Each party shall be responsible for its own acts and will be responsible for all damages, costs,fees and expenses which arise out of the performance of this Agreement and which are due to that party's negligence, tortious acts or other unlawful conduct and the negligence,tortious acts or other unlawful conduct of its respective agents, officers and employees. To the extent permissible by the laws of the State of Georgia, in the absence of negligence on the part of the other party,each party shall protect,defend, indemnify and hold the other party, its officers, officials, employees and volunteers free and harmless from and against any claims, actions, liabilities, losses (including economic losses), or costs arising out of any actual or alleged (a) bodily injury, sickness, disease, or death; or injury to or destruction of tangible property including the loss of use resulting there from; or any other damage or loss arising out of or resulting claims resulting in whole or part from any actual or alleged act or omission of the other party, anyone directly or indirectly employed by the other party; or anyone for whose acts the other party may be liable in the performance of work; (b)violation of any law, statute, ordinance, governmental administrative order, rule, regulation, or infringements of patent rights or other intellectual property rights by the other party in the performance of work; or(c) liens, claims or actions made by a third party. 9. Limitation of Liability. The indemnification obligations herein shall not be limited to any limitation on the amount, type of damages, compensation, or benefits payable by or for the responding firm or its sub-consultant(s), as approved by the Client, under workers' compensation acts, disability benefit acts, other employee benefit acts, or any statutory bar or insurance. 10. Georgia Security and Immigration Compliance. Pursuant to the "Georgia Security and Immigration Compliance Act," the Client and the Consultant affirm the following: (a)That affidavits in the form attached to these "Procedures & Requirements" be executed from a contractor (and any subcontractors, regardless of tier) and notarized, showing compliance with the requirements of O.C.G.A. § 13-10-91 and that such be made part of the contract and/or subcontracts; 3 (b) That the contractor (and any subcontractors, regardless of tier) fully comply with the requirements for completing and submitting the "Immigration Compliance Certification" and that such certification be received by the County prior to the commencement of any work under the contract or subcontract; (c)That the contractor(or any subcontractor, regardless of tier) notify the County within five (5) business days of entering into a contract or other agreement for hire with any subcontractor(s), regardless of tier; (d) That the contractor be responsible for obtaining and providing to the County the "Subcontractor Affidavit & Agreement" and "Immigration Compliance Certification" attached to and required under these "Procedures & Requirements" from each subcontractor, regardless of tier, employed or retained for work under the contract prior to the commencement of any work under the contract or any subcontract; (e) That Augusta, Georgia, reserves the right to dismiss, or require the dismissal of, any contractor or subcontractor for failing to provide the required affidavit or certification and/or for failure to comply with the statutory requirements of O.C.G.A. § 13-10-91 and/or for providing false or misleading information upon the required affidavit(s) or certification(s); (f) That any contractor and/or subcontractor retaining any other subcontractor to perform services under the contract provide legal notice to any subcontractor of the requirements of Augusta for immigration compliance and further provide notice that Augusta, Georgia, reserves the right to dismiss, or require the dismissal of, any contractor or subcontractor for failing to provide the required affidavit or certification and/or for failure to comply with the statutory requirements of O.C.G.A. § 13-10-9122 and/or for providing false or misleading information upon the required affidavit(s)or certification(s); (g) That failure to comply with any of the requirements and procedures of the Client (i.e., failure to timely supply required affidavits or compliance certification documents; failure to utilize federal work authorization procedures;failure to permit or facilitate audits or reviews of records by Client or State officials upon request; and/or failure to continue to meet any of the statutory or Client obligations during the life of the contract)shall constitute a material breach of the agreement and shall entitle the Client to dismiss any general contractor or to require the dismissal of any subcontractor or sub/subcontractor (irrespective of tier) for failing to fully comply with these requirements; (h) That upon notice of a material breach of these provisions, the contractor (or subcontractor, regardless of tier) shall be entitled to cure the breach within ten (10) days and provide evidence of such cure. Should the breach not be cured, the Client shall be entitled to all available remedies, including termination of the contract, the requirement that a subcontractor be dismissed from performing work under the contract, and any and all damages permissible by law. 4 • 11. Copyright. The Client acknowledges that certain data gathering instruments and report formats to be provided by the Consultant are copyrighted. The Consultant shall ensure that all copies of its report bear the copyright legend. The Client agrees that all ownership rights and copyrights thereto lie with the Consultant. The Client may use the report solely for and on behalf of the Client's operations. 12. Information and Reports. The Consultant shall, at such time and in such form as the Client may require, furnish such periodic reports concerning the status of the project as may be requested by the Client. The Consultant shall furnish the Client, upon request, with copies of all documents and other materials prepared or developed in relation with or as a part of the project. 13. Records and Inspections. The Consultant shall maintain full and accurate records with respect to all matters covered under this agreement. The Client shall have free access during regular business hours to such records and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings and activities. 14. Accomplishment of Project. The Consultant shall commence, carry on, and complete requested projects with all practicable dispatch, in a sound economical and efficient manner, within the timeframe proposed as outlined in the proposal submitted by the Consultant dated January 22, 2016, in accordance with the provisions thereof and all applicable laws. In accomplishing requested projects,the Consultant shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within the applicable work area. 15 Provisions Concerning Certain Waivers. Subject to applicable law, any right or remedy which the Client may have under this contract may be waived in writing by the Client by means of a formal waiver, if, in the judgment of the Client,this contract, as so modified, will still conform to the terms and requirements of pertinent laws. 16. Assignment. Consultant agrees not to assign, convey, or transfer its interest in this Agreement to any other entity without the prior written consent of Client which consent shall not be unreasonably withheld. Provided, however, Consultant may assign, convey, or transfer its interest in this Agreement to an entity that succeeds to substantially all of the business of Consultant, by merger or otherwise. 17. Matters to be Disregarded. The titles of the several sections subsections, and paragraphs set forth in this contract are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this contract. 18. Completeness of Contract. This contract and any additional or supplementary document or documents incorporated herein by specific reference contain all of the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding 5 the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. 19. Third Parties. The Client and the Consultant are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide, any right or benefit, whether directly or indirectly or otherwise, to third persons. 20. When Rights and Remedies Not Waived. In no event shall the making by the Client of any payment to the Consultant constitute or be construed as a waiver by the Client of any breach of covenant, or any default which may then exist, on the part of the Consultant, and the making of any such payment by the Client while any such breach or default exists shall in no way impair or prejudice any right or remedy available to the Client in respect to such breach or default. 21. Personnel. The Consultant represents that he has, or will secure at his own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with the Client. All of the personnel engaged in the work shall be fully qualified to perform such services. 22. Governing Law: The Agreement shall be governed and construed in accordance with the laws of the State of Georgia without regard to choice of law principles. All claims, disputes and other matters in question between Client and Consultant arising out of or relating to the Agreement, or the breach thereof, shall be decided in a court of competent jurisdiction in Richmond County, Georgia. 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 Richmond County, Georgia. 23. Consultant Certification. The Consultant certifies that the Consultant has not been convicted of bribery or attempting to bribe any officer or employee of the Client nor has the Consultant made an admission of guilt of such conduct that is a matter of record. 24. Notices. Any notices, bills, invoices,or reports required by this agreement shall be sufficient if sent by the parties hereto in the United States mail, postage paid, to the addresses noted below. Notice shall be effective upon receipt. Earnest Archer, President Human Resources Director The Archer Company, LLC. Augusta, Georgia 454 South Anderson Road, BTC 556 535 Telfair Street, Suite 400 Rock Hill, SC 29730 Augusta, Georgia 30901 25. Temporary Stoppage of Work. To the extent that it does not alter the scope of this Agreement, Client may unilaterally order a temporary stopping of the work or delaying of the work to be performed by Consultant under this Agreement. 6 • 26. Prohibition on Contingent Fees. 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 commission, 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 Consultant has not received any non-Client fee related to this Agreement without the prior written consent of Client. For breach or violation of this warranty, Client 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. 27. Prompt Payment Act. The terms of this Agreement supersede any and all provisions of the Georgia Prompt Payment Act. 28. Right to Inspect. 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. 29. Local Small Business Reporting. In accordance with Chapter 108 of the AUGUSTA, GA. CODE, Consultant expressly agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness 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 www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all contracts where a local small business goal has been established, the contractor is required to provide local small business utilization reports. Consultant 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 the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to, withholding payment from the contractor and/or collecting liquidated damages. IN WITNESS WHEREOF,the Client and the Consultant have executed this agreement as of the date first written below. Each individual signing this Agreement certifies that(i) he or she is authorized to sign this Agreement on behalf of his or her respective organization, (ii) such organization has obtained all necessary approvals to enter into this Agreement, including but not limited to the approval of its governing board, and (iii) when executed, this Agreement is a valid and enforceable obligation of such organization. The Archer Company, LLC. Augusta, Georgia Name: .g ckiS AW-C-1 FIND Signature: e Z Die)41- IN Hardie Davis,Jr. Title: "YI Mayor 7 , -? G Signature:_ i„„0 Date: 7~20-- I Ga Date: [END] 8