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Home My WebLink AboutAGREEMENT BY AND BETWEEN THE MERCER GROUP, INC. AND AUGUSTA, GEORGIA AGREEMENT This AGREEMENT, made as of this 7th day of March, 2014, by and between THE MERCER GROUP,INC:and AUGUSTA,GEORGIA,a consolidated government. WITNESSETH: WHEREAS,Augusta,Georgia,(hereinafter referred to as"Augusta")has made arequest for proposals dated December 19,2013,to hire an executive recruiter to conduct an executive search for an Administrator for Augusta,and WHEREAS,The Mercer Group,Inc. (hereinafter referred to as "Mercer")has submitted a proposal in response to Augusta's request;and WHEREAS,Augusta has selected Mercer's proposal as the proposal which best meets its needs and Augusta desires to hire Mercer to conduct Augusta's search for a new Administrator,and WHEREAS, Mercer desires to assist Augusta in conducting the Augusta's search for an Administrator. NOW THEREFORE,in consideration ofthe following mutual covenants and other good and valuable consideration,the receipt and adequacy of which is hereby acknowledged by all parties hereto,Mercer and Augusta hereby agree as follows: 1. Mercer agrees to provide services and support to Augusta in the conduct ofAugustan s search for an Administrator. Mercer .. .agrees to conduct Augusta's project in accordance with the scope of services outlined in its Letter of Proposal to Augusta dated December 27,2013,in response to Augusta's request for a letter of proposal. Mercer's letter of proposal is incorporated by reference and thus made a part of this Agreement It is agreed by the parties that the search will be a national search. 2. Augusta agrees to compensate Mercer for its services in the amount of$15,000 for professional services and not-to-exceed$4,000 in expenses. Payments to Mercer are to be made as follows: One-third upon commencement of the project,one-third upon submission of semi-final candidates and one-third upon submission of the final candidates, The terms of this Agreement supersede any and all provisions of the Georgia Prompt Payment Act. 3. Augusta and Mercer both agree that this Agreement shall be governed by the laws of the State of Georgia. All claims, disputes and other matters in question between Augusta and Mercer arising out of or relating to the Agreement,or the breach thereof, 1 shall be decided in the Superior Court of Richmond County, Georgia, Mercer,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. 4. Augusta and Mercer both agree that in the event that any dispute arises between the parties, the complaining party shall promptly notify the other of the dispute in writing. Each party shall respond to the other party in writing within ten (10) working days of receipt of such notice. 5. Augusta and Mercer both agree that any amendments to this Agreement shall be. made in writing,and executed by both parties. No proposed amendment which is not in writing and executed by both parties shall effect the terms of this Agreement. Mercer 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,Mercer is deemed to possess knowledge concerning Augusta,Georgia's ability to assume contractual obligations and the consequences of Mercer'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 Mercer may be precluded from recovering payment for such unauthorized goods or services.Accordingly,Mercer agrees that if it provides goods or services to Augusta,Georgia under a contract that has not received proper legislative authorization or if Mercer 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 Mercer.Mercer 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. The parties shall have the right at either party's convenience to terminate this Agreement following ten(10)days written notice to the affected party. Should either party terminate this Agreement the City shall only be obligated to pay Mercer for those services already provided. 7. Augusta, Georgia may, at reasonable times, inspect the part of the plant,place of business, or work site of Mercer or any subcontractor of Mercer or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia. 8. To the extent that it does not alter the scope of this agreement,Augusta, GA may 2 tx unilaterally order a temporary stopping of the work, or delaying of the work to be performed by Mercer under this agreement. 9. Mercer agrees to pay as liquidated damages to Augusta the sum of$100 for each consecutive calendar day after expiration of the Contract Time of Completion Time, except for authorized extensions of timeAugustapartiesagree that these by The provisions for liquidated damages are not intended to operate as penalties for breach of Contract. Theliquidated damages set forth herein are not intended to compensate Augusta for any damages other than inconvenience and loss of use or delay in services. The existence or recovery of such liquidated damages shall not preclude Augusta from recovering other damages in addition to the payments made hereunder which Augusta can document as being attributable to the documented Mercer failures. In addition to other costs that may be recouped,Augusta may include costs of personnel and assets used to coordinate,inspect,and re-inspect items within this Contract as well as attorney fees if applicable. 10. Except as otherwise provided in this agreement,Mercer shall indemnify and hold harmless Augusta and its employees and agents from and against all liabilities, claims, suits, demands, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from the performance of its obligations under this Agreement. 11. Mercer 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 Mercer for the purpose of securing business and that Mercer has not received any non Augusta fee related to this Agreement without the prior written consent of Augusta. For breach or violation of this warranty, Augusta shall have the right to annul this Agreement without liability or at its discretion to deduct from the consideration the full amount of such commission, AgreementPce of contingent fee, percentage, brokerage or 12. In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Mercer expressly agrees to collect and maintain all records necessary to for Au evaluate the effectiveness of Opportunity its Local Small Business t Ciy Prognum aneorgia d 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,Mercer is required to provide local small business utilization reports. Mercer 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 3 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. AUGUSTA,GEORGIA BY:Deke Copenhaver,Mayor azo7,'"k' .itC11 1(40,01, ''' 1, Al r. ,,\\Nv\ .......,„„ , „ . ATTAit;7.. * if .:. .. I0,4.,.., ...a ....,,..,0 , ; r -` * ' -. ' ----.. 4,:: ohos.,,vogn!isLon THE MERCER GROUP, 4.t. f 1 BY. i))re fA4$ei_iv, .414 .4r' ...d ' John T.Max -11 Senior Vice President 4 400'1111i 4/00,0 D ,, Tameka Allen,Interim Administrator _ . 4 I