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Home My WebLink AboutPROFESSIONAL SERVICES AGREEMENT BETWEEN HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT AND BIG DOG STUMP & TREE FOR REMOVAL OF TREES- Professional Services Agreement BETWEEN Housing and Community Development Department AND Big Dog Stump&Tree FOR "Removal of Trees" THIS AGREEMENT, is made and entered into as of the}day of2017 ("the effective date") by and between Augusta, Georgia through the Housing and Community Development Department (hereafter referred to as"AHCD")with principal offices located at 925 Laney Walker Blvd, 2nd Floor, Augusta, GA 30901, as party of the first part, hereinafter called "The City" and Big Dog Stump and Tree as party in the second part. WITNESSETH WHEREAS,AHCD is undertaking certain activities related to the revitalization of certain neighborhoods; and WHEREAS,AHCD desires to engage Big Dog Stump and Tree for the purpose of removing Tree services, as noted in Appendix A"Scope of Work"., NOW,THEREFORE,the parties of this agreement for the consideration set forth below, do here and now agree to the following terms and conditions: 1. EMPLOYEMENT.AHCD agrees to engage Big Dog Stump and Tree, and Big Dog Stump and Tree agrees to provide AHCD services which involve working with AHCD's staff, contractors, developers, funding sources and neighborhood-based organizations in the maintenance of city owned properties throughout of Laney Walker/Bethlehem neighborhoods. 2. SCOPE OF SERVICES. Big Dog Stump and Tree will provide the services ("Scope of Services" set forth in Appendix A), attached hereto and incorporated herein by reference to "Scope of Services". Scope of Services may be added to this agreement through the mutual consent of both AHCD and Big Dog Stump and Tree, in the form of an invoice/estimate and Agreement amendment which are signed by both parties. a. It is understood and agreed by the parties that the services of Big Dog Stump and Tree do not include any of the following:The disbursement or account of funds distributed by AHCDs financial officer, legal advice, fiscal audits, or assistance with activities not related to the performed services. 3. DEFECTIVE PRICING.To the extent that the pricing provided by Big Dog Stump and Tree is erroneous and defective,the parties may, by agreement, correct pricing errors to reflect the intent of the parties. 4. EFFECTIVE DATE AND TIME OF PERFORMANCE.This agreement takes effect on 2017 and will conclude once work is completed. AHCD may discontinue the agreement any time during the agreement period with 15 day notice to Big Dog Stump and Tree. Big Dog Stump and Tree may discontinue this agreement with 15 day notice to AHCD. 5. COMPENSATION.Scope of Services (signed estimate) will detail types of services to be performed, and fee for the requested services on a fee plus scale.The base cost of the tree removal services is Two Thousand Four Hundred and Fifty Dollars and 00/100($2,450.00). For the satisfactory completion of the services to be provided under this agreement, Big Dog Stump Augusta Housing and Community Development Big Dog Stump and Tree- Remove Trees Page 1 and Tree will submit,to AHCD, an invoice for the tree removal (to be paid directly to the contractor). 6. SPECIFIED EXCUSES FOR DELAY OR NON-PERFORMANCE. Big Dog Stump and Tree 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. 7. GEORGIA PROMPT PAY ACT NOT APPLICLBE.The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act. 8. INDEPENDENT CONTRACTOR. It is understood by the parties hereto that Big Dog Stump and Tree is an approved independent contractor and as such, neither it nor its employees, if any, are employees of AHCD or The City for purposes of tax, retirement system, or social security(FICA) withholding. It is further understood that Big Dog Stump and Tree will maintain at its expense for the duration of this agreement, coverage in a workers'compensation plan for its principles and employees for the services to be performed here under or provide documentation of exemption. 9. ELIGIBILTY. Big Dog Stump and Tree certifies that its business and principles are not debarred, suspended,voluntarily excluded, or otherwise ineligible for participation in federally assisted contracts under Executive Order 12549; "Debarment and Suspension" [25 CFR 24.505]. 10. CONFLICT OF INTEREST. Big Dog Stump and Tree governs that it presently has no interest and will not acquire any interest, direct or indirect, in the project that would conflict in any manner or degree with the performance of its services hereunder. Big Dog Stump and Tree further covenants that in performing this agreement, it will employ no person who has any such interest. Big Dog Stump and Tree shall not be permitted to provide services in the Laney Walker/Bethlehem Redevelopment Project Area for the express purposes of delivering the services,to Augusta, Georgia without the written consent of AHCD. 11. ENTIRE AGREEMENT: MODIFICATION.This agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party,or agents of either party,that are not contained in the written Agreement,are valid or binding, No changes, amendments or alterations shall be effective unless in writing and signed by both parties. Big Dog Stump and Tree specifically acknowledges that in entering into and executing this agreement,they rely solely upon the provisions contained in this agreement and not others. 12. NON-ASSIGMENT OF AGREEMENT. Inasmuch as this agreement is intended to secure the specialized services of Big Dog Stump and Tree, Big Dog Stump and Tree may not assign its rights, including the right to compensation,transfer, and delegate or subcontract or assignee will be bound by all the terms and conditions of this agreement. 13. ASSIGNMENT OF PERSONNEL. Big Dog Stump and Tree shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided and acceptable to AHCD, as is evidenced in writing. 14. INDEMIFICATION. Big Dog Stump and Tree waives any and all claims and recourse against AHCD, including the right of contribution for loss and damage to person and property arising from, growing out of, or in any way connected with or incidental to Big Dog Stump and Tree's negligent performance of this agreement. Further, Big Dog Stump and Tree will indemnify, hold harmless, and defend AHCD against any and all claims, demands, damages, costs,expenses, or Augusta Housing and Community Development Big Dog Stump and Tree-Remove Trees Page 2 liabilities arising out of Big Dog Stump and Tree's negligent performance of this agreement except for liability arising out of the concurrent or sole negligence of AHCD or its officers, agents, or employees. Big Dog Stump and Tree shall also indemnify AHCD for any adverse determination made by the Internal Revenue Service or the State Franchise Tax Board against Big Dog Stump and Tree with respect to Big Dog Stump and Tree's "independent consultant" status that would establish a liability for failure to make any social security of income tax withholding payments. 15. INSURANCE. Big Dog Stump and Tree shall have and maintain in full force and effect for the duration of this agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by Big Dog Stump and Tree, its agents, representatives, or employees. 16. BREACH OF CONTRACT. In the event of breach of agreement by Big Dog Stump and Tree,AHCD may at its option engage the services of another consultant to complete the work and deduct the cost of performance under this agreement,and then the affected party may pursue all legal remedies available for breach of agreement. 17. TERMINATION OF AGREEMENT.This Agreement may be terminated as follow: a. Termination for cause: i. If AHCD determines that Big Dog Stump and Tree has failed to comply with the terms and conditions of the Agreement, it may terminate this agreement in whole or in part any time before the date of completion. If Big Dog Stump and Tree fails to comply with any of the terms and conditions of this agreement, AHCD may give notice, in writing, to Big Dog Stump and Tree, of any or all deficiencies claimed.The notice will be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period to be specified in the notice,AHCD may, with no further notice, declare this agreement to be terminated. Big Dog Stump and Tree will thereafter be entitled to receive payment for those services reasonably performed to the date of termination less the amount of reasonable damage suffered by AHCD by reason of Big Dog Stump and Tree's failure to comply with this agreement. ii. Notwithstanding the above, Big Dog Stump and Tree is not relieved of liability to AHCD for damages sustained by AHCD by virtue of any breach of this agreement by Big Dog Stump and Tree, and AHCD may withhold any payments to Big Dog Stump and Tree for purposes of set off until such time as the exact amount of damages due AHCD from Big Dog Stump and Tree is determined. iii. AHCD may terminate this contract should funding cease or be materially decreased. Big Dog Stump and Tree will thereafter be entitled to receive payment for those services reasonably performed to the date of termination, less the amount of reasonable damage suffered by AHCD by reason of Big Dog Stump and Tree's fault for the cause of contract termination. 18. The law of the State of Georgia shall govern the contract between AHCD and Big Dog Stump and Tree with regard to its interpretation and performance, and any other claims related to this agreement.All claims, disputes and other matters in question between AHCD and Big Dog Augusta Housing and Community Development Big Dog Stump and Tree-Remove Trees Page 3 Stump and Tree arising out of or relating to the Agreement,or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Big Dog Stump and Tree, 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. 19. LEGAL FEES. In the event either party incurs legal expenses to enforce the terms and conditions of this agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. 20. PROHIBITION AGAINST CONTINGENT FEES. Big Dog Stump and Tree 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 Big Dog Stump and Tree for the purpose of securing business and that Big Dog Stump and Tree has not received any non-City fee related to this agreement without the prior written consent of AHCD. For breach or violation of this warrant,Augusta, GA 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. 21. DOCUMENTS INCORPORATED BY REFERENCE.All documents submitted by Big Dog Stump and Tree and all applicable federal and state statutes and regulations incorporated into this agreement by this reference are binding upon AHCD and Big Dog Stump and Tree. 22. OWNERSHIP AND PUBLICATION OF MATERIALS.All drawings, reports, information, data, and other materials prepared by Big Dog Stump and Tree pursuant to this agreement, or future agreements as amended through the issuance of an agreed upon and signed estimate, are to be the property of AHCD,which have nonexclusive and unrestricted authority to release, publish or otherwise use, in whole or in part, information relating thereto, in relation to the Laney- Walker/Bethlehem Neighborhood Redevelopment Area project.Any reuse without written verification or adaptation by Big Dog Stump and Tree for the specific purpose intended will be at the owner's sole risk and without liability or legal exposure to AHCD. No material produced in whole or in part under this agreement may be subject to copyright or patent in the United Sates or in any other country without the prior written permission of AHCD. 23, REPORTS AND INFORMATION. Big Dog Stump and Tree will maintain accounts and records, including personnel, property and financial records,which are adequate to identify and account for all cost pertaining to this agreement; and such other records as may be deemed necessary by AHCD to assure proper account for the project funds, both federal and non-federal shares. These records will be made available for audit purposes to AHCD or its authorized representative, and will be retained by AHCD for five (5)years after the expiration of this agreement, unless permission to destroy them is granted by AHCD. 24. RIGHT TO INSPECT PREMISES.The City may,at reasonable times, inspect the part of the plan, places of business,or work site of Big Dog Stump and Tree or any subcontractor of Big Dog Stump and Tree or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by the City. Augusta I-Iousing and Community Development Big Dog Stump and Tree-Remove Trees Page 4 25. TEMPORARY SUSPENSION OR DELAY OF PERFORMANCE OF CONTRACT.To the extent that it does not alter the scope of this agreement,The City may unilaterally order a temporary stopping of the work, or delaying of the work to be performed by Big Dog Stump and Tree under this agreement. 26. LIQUIDATED DAMAGES. Big Dog Stump and Tree agrees to pay as liquidated damages to the City,the sum of$0 for each consecutive calendar day after expiration of the contract time of completion, except for authorized extensions of time by the City.This section is independent of Section 17. Breach of Contract.The parties agree that these provisions are liquidated damages are not intended to operate as penalties for breach of contract. All services performed hereunder shall be in accordance with all federal, state,and local laws, ordinances, rules, and regulations NOTICES All notices given pursuant to the agreement shall be mailed or delivered to the following addresses or such other address as a party may designate in writing: Notices to the City: Office of the Administrator Municipal Building 537 Green STreet, Room 801 Augusta, GA 30901 Notices to AHCD: Director Augusta Housing and Community Development Department 925 Laney Walker Blvd., 2nd Floor Augusta, GA 30901 Notices to Big Dog Stump and Tree: Big Dog Stump and Tree 851 Laney Walker Blvd. Augusta, GA 30901 {Signatories on next page) Augusta Housing and Community Development Big Dog Stump and Tree- Remove Trees Page 5 COUNTERPARTS This agreement is executed in two(2)counterparts-each of which shall be deemed an original and together shall constitute one and the same agreement with one counterpart being delivered to each party hereto. IN WITNESS WHEREOF,the parties have set their hands and seals as of the date first written above: ATTEST:AUGUSTA,GEORGIA (The City) Approved as to form: 4, ,`g D fI 71q//y ate: I( Andrew MacKenzie As Its Legal Counsel By: Date: (2-X/17 Hardie Davis As its Mayor By: Ail 01 l k 14 4I 17 10 Janice Allen Ja .' As its Ad inist . �� Date: I 22.1)7 WM..,, Hawthorne r As its Direct. `.AH D h '4'. 6 , r E R f a w e 0 x .' n1- (: V:7-, Q!. I ,y t I Lett onner" Asditeroterk of'Commission,' ATTEST: BIMP AND TREE d Y d (Contractor) By: 1,-,„...S X4:50/1 Date: ((. (1 A owner B : di� I Date: v1 i I Plai VT tness Augusta Housing and Community Development Big Dog Stump and Tree-Remove Trees Page 6 APPENDIX A SCOPE OF WORK (ESTIMATE ATTACHED) General Scope: 1. See Estimate for description Augusta Housing and Community Development Big Dog Stump and Tree-Remove Trees Page 7 BIG DOG STUMP AND TREE Estimate P 4 BOX 211063 AUGUSTA GA 30917 Date Estimate# 10/26/20r 2396 Name /Address AUGUSTA HOUSING & COMMUNITY DEVELOPMENT ATT DAVID MAHER 925 LANEY WALKER BLVD 2ND FLOOR AUGUSTA, GA 30901 Job Description Total REMOVE MARKED TREES ON WRIGHTSBORO RD AT MCCAULEY ST 2, 450.00 REMOVE MARKED HACKBERRY BY HOUSE AT 1430 TWIGGS ST REMOVE ALL DEBRIS FROM SITE DMAHER@AUGUSTAGA.GOV QUOTED AT A CASH/CHECK PAYMENT DISCOUNTED PRICE.PAYMENT DUE UPON COMPLETION.NOT RESPONSIBLE FOR UNDERGROUND UTILrI mS,DRIVEWAYS,SEPTIC TANK OR TURF DAMAGE UNLESS OTHERWISE SPECIFIRED. (CUSTOMER INITIALS) Total $2,450.00