HomeMy WebLinkAboutAGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES BETWEEN AUGUSTA, GA AND MAXIMUS CONSULTING SERVICES AGREEMENT TO PROVIDE
PROFESSIONAL CONSULTING SERVICES
THIS AGREEMENT(this"Agreement")is entered into by and between MAXIMUS Consulting Services,
Inc. ("Consultant"), and Augusta, Georgia, a political subdivision of the State of Georgia ("Client"). In
consideration of mutual promises and covenants, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Scope of Services. Consultant shall perform the services detailed in Exhibit A, attached and
incorporated by reference as if fully set forth herein (the "Services"), in a professional and
workmanlike manner consistent with the typical standards of the industry.
2. Term. This Agreement shall commence on May 1st, 2017 ("Effective Date") and shall remain in
effect until December 31St, 2020, or until completion of, and payment in full for, the Services
specified in Exhibit A,whichever occurs last.
3. Compensation. Client shall pay Consultant a fee for services rendered as set forth in Exhibit B,
attached and incorporated by reference as if fully set forth herein.
4. Termination.
a. Termination for Cause. Upon material breach of the terms of this Agreement, the non-
breaching party shall provide written notice to the breaching party specifying the nature of
the default. The breaching party shall have a minimum of 30 days from the date of receipt
to cure any such default prior to the effective date of termination.
b. Termination for Convenience. Either party may, for its own convenience and at its sole
option, without cause and without prejudice to any other right or remedy of other party,
elect to terminate this Agreement, in whole or in part,by delivering to the address listed in
the Notices paragraph of this Agreement, a written notice of termination specifying the
effective date of termination. Such notice shall be delivered at least thirty days (30) days
prior to the effective date of termination.
All obligations cease upon Augusta's notification to Consultant. Augusta, Georgia will
however honor those obligations made in accordance with the Terms of Agreement, Scope
of Work,which were made in good faith prior to such written notification.
Upon termination and payment in full for the Services, all finished or unfinished
documents, data, studies, and reports prepared by the Consultant in accordance with the
Scope of Work shall become the property of Augusta, Georgia. Augusta shall promptly
pay the Consultant for all services performed to the effective date of termination provided
that the Consultant submits to Augusta properly computed invoices no later than thirty(30)
days after the effective date of termination.
c. Rights Upon Termination. Upon termination for whatever reason and regardless of the
nature of the default (if any), Client agrees to pay Consultant in full for all Services
provided to Client under this Agreement, or any amendment thereto, as of the effective
date of termination of the Agreement.
5. Data Accuracy. Consultant shall provide guidance to the Client in determining the data required.
The Client represents that all financial and statistical information provided to Consultant by Client,
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its employees and/or agents is accurate and complete to the best of Client's knowledge. The Client
further acknowledges and agrees that Consultant shall be entitled to rely upon the accuracy and
completeness of the data to perform the Services. Client shall provide all such data in a timely
manner sufficient to allow Consultant to provide the Services. Consultant shall have no liability
to Client whatsoever if Client provides incomplete or inaccurate data or provides data in an
untimely manner.
6. Records and Inspections. Consultant shall maintain full and accurate records with respect to all
matters covered under this Agreement for 6 years after the completion of the Services. During such
period, Client shall have the right to examine and audit the records and to make transcripts
therefrom. Client shall provide 30 days' prior written notice of its intent to inspect or audit any
such records and shall conduct such inspection or audit only during Consultant's normal business
hours. Any employee, consultant, subcontractor or agent of Client granted access to such records
shall if properly marked keep all such confidential information confidential.
7. Copyright for Consultant's Proprietary Software. To the extent that the Services provided by
Consultant are generated by Consultant's proprietary software,nothing contained herein is intended
nor shall it be construed to require Consultant to provide such software to Client. Client agrees that
it has no claims of ownership, including copyright, patents or other intellectual property rights to
Consultant's software. Nothing in this Agreement shall be construed to grant Client any rights to
Consultant's materials created prior to the execution of this Agreement. All of the deliverables
under this Agreement are specifically set out in Exhibit A.
8. Insurance. Consultant shall maintain customary general liability insurance in the amounts of
$1,000,000 per occurrence / $2,000,000 annual aggregate, workers' compensation insurance
including employer's liability in the amount of$1,000,000, automobile liability insurance in the
amount of$1,000,000,and professional liability insurance in the amount of$1,000,000.
9. Indemnification. To the extent allowed by law, Consultant shall defend, indemnify and hold
harmless the Client from and against any and all third-party claims and resulting proven direct
damages, liabilities and costs (including reasonable attorneys' fees) to the extent proximately
caused by the negligent actions or willful misconduct of Consultant, its employees or agents.
Consultant shall not be responsible for any damages, liabilities or costs resulting from the
negligence or willful misconduct of the Client, its employees, consultants, or agents or any third
party.
10. Limitation of Liability. Client agrees that Consultant's total liability to Client for any and all
damages whatsoever arising out of, or in any way related to, this Agreement from any cause,
including but not limited to negligence, errors, omissions, strict liability, breach of contract or
breach of warranty shall not, in the aggregate, exceed$102,000.
In no event shall Consultant be liable for indirect, special, incidental, economic, consequential or
punitive damages,including but not limited to lost revenue,lost profits,replacement goods,loss of
technology rights or services, loss of data, or interruption or loss of use of software or any portion
thereof regardless of the legal theory under which such damages are sought even if Consultant has
been advised of the likelihood of such damages, and notwithstanding any failure of essential
purpose of any limited remedy.
Any claim by Client against Consultant relating to this Agreement must be made in writing and
presented to Consultant within one (1) year after the date on which Consultant completes
performance of the Services specified in this Agreement.
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11. Consultant Liability if Audited. Consultant shall,upon notice of audit,make work papers and other
records available to the auditors. Consultant's sole responsibility under an audit shall be to provide
reasonable assistance to Client through the audit and to make changes to the work product required
as a result of the audit. Consultant shall not be liable for any audit disallowances or any missed or
lost revenue associated with, or related to,the Services, regardless of cause.
12. Notices. Any notice of default, in accordance with section 4(a) of this Agreement, shall be
delivered by certified mail or overnight courier. Any other notices, bills, invoices, or reports
required by this Agreement shall be sufficient if sent by the parties via email or in the United States
mail,postage paid,to the address noted below:
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A eneytDepart .ent ;August Finance Department
Address - 35 Telma Street Suite 800 y
ti Augusta,GA 3090
Phone A 706 8212429
Email tel roe augustaga gav
MAXIMUS Consulting Services,Inc.
808 Moorefield Park Drive, Suite 205
Richmond,VA 23236
804.323.3535
fsc-operations@maximus.com
Such notice shall be deemed delivered same day if sent via email or 5 days after deposit in the U.S.
mailbox.
13. Changes. The terms and conditions of this Agreement, including all attached and incorporated
Exhibits,may be changed only by written agreement signed by both parties.
14. Miscellaneous.
a. If Consultant is requested by Client to produce Consultant deliverables, documents,
records, working papers, or personnel for testimony or interviews with respect to this
Agreement or any services provided hereunder,then Client and Consultant shall execute a
change order or new services agreement for the sole purpose of setting forth any payment
and the terms associated with Consultant's response and related to the reasonable fees of
Consultant in responding. The foregoing does not diminish or negate Consultant's
obligation to negotiate and defend all cost allocation plans and State mandated cost claims
as specifically provided for under the Description of Services contained in Exhibit A.
b. Consultant specifically disclaims all warranties, express or implied, including, but not
limited to,the warranties of merchantability and fitness for a particular purpose.
c. Consultant reserves the right to subcontract the Services. Consultant agrees to notify Client
in writing of any such subcontracts.
d. There are no third-party beneficiaries to this Agreement and nothing in this Agreement
shall be construed to provide any rights or benefits to any third-party.
e. The parties intend that Consultant, in performing the Services specified in this Agreement
shall act as an independent contractor and shall have full control of the work and the manner
in which it is performed. Consultant and its employees are not to be considered agents or
employees of Client for any purpose.
f. In the event that any provision of this Agreement is held to be invalid, illegal or
unenforceable for any reason,this Agreement will continue in full force and effect without
said provision, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby, and this Agreement will be interpreted to
reflect the original intent of the parties insofar as possible.
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g. The titles of the sections, subsections, and paragraphs set forth in this Agreement are
inserted for convenience of reference only and shall be disregarded in construing or
interpreting any of the provisions of this Agreement.
h. This Agreement and any additional or supplementary document or documents incorporated
by specific reference contain all the terms and conditions agreed upon by the parties hereto,
and no other agreements,oral or otherwise,regarding the subject matter of this Agreement
or any part thereof shall have any validity or bind any of the parties hereto.
i. Neither party shall be liable by reason of any failure or delay in the performance of its
obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm,
explosions, earthquakes,acts of God,war,governmental action, labor conditions,material
shortages or any other cause which is beyond the reasonable control of such party.
j. 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.
k. Waiver by either party of a breach of any provision of this Agreement or the failure by
either party to exercise any right will not operate or be construed as a waiver of any
subsequent breach of that provision or as a waiver of that right.
1. Georgia Laws Govern. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Georgia.
m. Venue. This Agreement shall be deemed to have been made and performed in Augusta,
Georgia. For the purpose of venue, all suits or causes of action arising out of this
Agreement shall be brought in the Superior Court of 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 the Superior
Court of Richmond County, Georgia.
n. Assignments. Augusta has entered into this Agreement in part on the basis of personal
reliance in the integrity and qualifications of Consultant. Consultant agrees it shall not
delegate, assign, transfer, pledge, convey, sell, or otherwise dispose of the whole or any
part of this Agreement or its right, title, or interest therein to any person, firm, or
corporation without the previous written consent of Augusta. Any attempted assignment
by Consultant without prior express written approval of Augusta shall at Augusta's sole
option teiminate this Agreement.
o. Waiver. The waiver by either party of any failure on the part of the other party to perform
in accordance with any of the terms or conditions of this Agreement shall not be construed
as a waiver of any future or continuing similar or dissimilar failure.
p. Severability. hi the event any provision of this Agreement is held to be unenforceable for
any reason,the remainder of the Agreement shall be in full force and effect and enforceable
in accordance with its terms.
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q. No Conflict. Consultant represents and warrants that it presently has no interest, direct or
indirect, and covenants and agrees that it will not, during the term of this Agreement,
acquire any interest,direct or indirect that would conflict in any manner or degree with the
performance of its duties and obligations hereunder. Consultant further covenants and
agrees for itself, its agents, employees, directors and officers to comply fully with the
provisions of the Official Code of Georgia(OCGA§§45-10-20 et. seq.)and the provisions
of the Augusta, Georgia Code of Ethics governing conflicts of interest of persons doing
business with Augusta, as such provisions now exist and may be amended hereafter.
Consultant represents and warrants that such provisions are not and will not be violated by
the Agreement or its performance hereunder.
r. Compliance with Applicable Laws. The Consultant's attention is directed to the fact that
all applicable federal, state, and county laws, municipal ordinances, and the rules and
regulations of all authorities having jurisdiction over this type of service shall apply to the
Agreement throughout,and they will be deemed to be included in the Agreement the same
as though herein written out in full.
s. Georgia Open Records Act. Consultant shall comply with the Georgia Open Records Act,
OCGA§ 50-18-70 et seq.
t. Judicial Interpretation. The law of the State of Georgia shall govern the construction of
this Agreement. Should any provision of this Agreement require judicial interpretation,it
is agreed that the court interpreting or construing the same shall not apply a presumption
that the terms hereof shall be more strictly construed against one party by reason of the rule
of construction that a document is to be construed more strictly against the party who itself
or through its agent prepared same, it being agreed that the agents of all parties have
participated in the preparation hereof and all parties have had an adequate opportunity to
consult with legal counsel. In interpreting this Contract in its entirety, the printed
provisions of this Contract and any additions written or typed hereon shall be given equal
weight,and there shall be no inference,by operation of law or otherwise,that any provision
of this Contract shall be construed against either party hereto.
u. Modification. Consultant acknowledges that this Agreement 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.
v. Sole Agreement. This Agreement constitutes the sole agreement between the parties. No
representations oral or written not incorporated herein shall be binding upon the parties.
No amendment or modifications of this Agreement shall be enforceable unless approval by
action of Augusta.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Client and the Consultant have executed this Agreement as of the date last
written below.
AUGUSTA, GEORGIA
By:
E11// • �"
Name Hardie Dav,efr Title: M,.,
Date: . � . Wit;,-;1V//% � h / / 117
°rP 6996 4i0e i
MAXIMUS Consul Sporeet Inc •
14-4
e•
By:
Name: T Isadora Huntley
Sr. Manager Contracts
Title:
Date:
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EXHIBIT A
Scope of Services
Consultant shall perform for Client the following services for the fiscal years ended December 31, 2015
(FY 2015), 2016 (FY 2016), 2017 (FY 2017),2018 (FY 2018), and 2019 (FY 2019):
• Prepare an OMB plan in accordance with§2 CFR Part 200.
• Prepare a Full cost allocation plan for use in allocating indirect costs to departments at the fund
level.
• Prepare an Indirect Cost Rate Proposal (ICRP) for the Augusta Housing and Community
Development Department in accordance with §2 CFR Part 200, submit the ICRP to the U.S.
Department of Housing and Urban Development (HUD), and negotiate for approval of the ICRP
if required.
• Document and quantify the indirect costs allocated to the Marshal Security at Augusta Regional
Airport in compliance with §2 CFR Part 200 using the same methodology that is used to allocate
administrative expenses from the general fund.
• Prepare an ICRP for the Augusta Planning and Development Department in accordance with §2
CFR Part 200, submit the ICRP to the federal cognizant agency and negotiate for approval of the
ICRP, if required.
Consultant shall represent Client at no additional cost for a period of three years after approval of each
plan/rates if the Cost Allocation Plans or Indirect Cost Rates are audited by Federal and/or State
representatives.
Consultant shall meet with Client staff and conduct interviews as needed to gain an understanding of the
Client's processes and operations.
Consultant will present draft reports to selected Client staff and make requested adjustments.
Consultant shall provide final report in PDF file form, as well as,three(3)bound copies of each.
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EXHIBIT B
Compensation
For Services provided as set forth in Exhibit A,Client agrees to pay Consultant compensation in the amount
of one hundred two thousand dollars($102,000)upon completion of the scope of services as follows:
Fiscal Year 2015 $18,000
Fiscal Year 2016 $21,000
Fiscal Year 2017 $21,000
Fiscal Year 2018 $21,000
Fiscal Year 2019 $21,000
Consultant will render to Client one or more invoices for the fees specified herein,with payment due thirty
(30)days after the invoice date.
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