HomeMy WebLinkAboutPROFESSIONAL SERVICES AGREEMENT BETWEEN JANICE WELCH OSEI AND AUGUSTA, GEORGIA /
GEORGIA
PROFESSIONAL SERVICES AGREEMENT
TIL„LIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made as of this this
","51.7-day of jarillart,i , 2018 between Janice Welch Osei ("Consultant") and
Augusta, Georgia("August '),a Consolidated Government.
WITNESSETH:
WHEREAS,Augusta, Georgia has made a request to hire a consultant to be in the role of
Interim Human Resources Director, and to prepare and submit a written analysis of the
department's strengths, weaknesses,opportunities and threats(SWOT).
WHEREAS, Janice Welch Osei desires to assist Augusta by preparing a report detailing
the best practices applicable to a municipal human resources department.
NOW THEREFORE, in consideration of the following mutual covenants and other good
and valuable consideration, the receipt and adequacy of which is hereby acknowledged by all
parties hereto, Consultant and Augusta hereby agree as follows:
1. Consultant agrees to serve in the role of Interim HR Director,to include acting as HR
Director as defined in the Augusta Personnel Policies and Procedures manual, supervision of
staff, completion of ongoing projects, consultation with user departments,providing advice to
the Commission and Administrator.
2. Consultant will prepare and submit a written analysis of the department's strengths,
weaknesses, opportunities and threats (SWOT). The analysis should include recommended
actions that would prepare and position the department to become a strategic partner to their
user departments. That analysis would also include an examination of the skills of existing
staff, recommendations for possible re-organization, interviews with directors of user
departments,and any other information that would assist in developing a plan to maximize the
department's potential to serve its internal and external customers.
3. If requested by the Administrator, Consultant will be available to participate in the selection
process of the hiring of the new Human Resources Director and may serve on a hiring panel.
Augusta agrees to compensate Consultant for her services in the amount of$8,500.00 monthly
for professional services. In addition, Augusta agrees to provide temporary housing.
Consultant may use Human Resources office supplies,equipment etc.as needed to perform the
services in this agreement.Any other expenses must be pre-approved by the Administrator.
4. No work beyond the scope of services discussed in the preceding pages will be undertaken
unless prior written approval is received from Augusta and both parties agree.
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5. Qualifications, Licenses, and Permits; Compliance with Law. Consultant represents and
warrants that she has all licenses and permits necessary to conduct business and perform her
obligations under this Agreement, and agrees to comply with all applicable federal, state and
local statutes, regulations, codes, ordinances and policies in performing his obligations under
this Agreement.
6. Independent Consultant Relationship. The parties intend that Consultant's relationship to
Augusta in providing services hereunder shall be that of an independent consultant. Nothing
in this Agreement, nor any performance hereunder, is intended or shall be construed to create
a partnership,joint venture or relationship of agency or employment between Augusta and
Consultant. In providing services hereunder, Consultant shall represent itself to third parties
as an independent consultant to Augusta and shall not hold itself out as having any authority to
obligate Augusta. Consultant shall have no authority for any complaints related to employment
with Augusta, Georgia and has no authority to hire, fire, discipline, or otherwise effect the
terms and conditions of Augusta, Georgia employees,except as specifically set forth herein.
7. Entire Agreement; Severability; Further Assurances. This Agreement, including any exhibits
attached hereto, constitutes the entire agreement between the parties, and supersedes all prior
and contemporaneous agreements,understandings and negotiations,with respect to the subject
matter hereof. In the event any provision of this Agreement is determined to be invalid or
unenforceable, it is the desire and intention of the parties that such invalidity or
unenforceability not invalidate or render unenforceable the remainder of the Agreement and
that such provision be reformed and construed in such a manner that it will, to the maximum
extent practicable, be deemed valid and enforceable, and the rights and obligations of the
parties shall be construed and enforced accordingly. Each party shall execute and deliver such
further documents and take such further actions as may be required or reasonably requested by
the other party to effectuate the purposes of this Agreement.
8. Augusta and Consultant 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.
9. Augusta and Consultant 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.
10. 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, Augusta shall only be obligated to pay Consultant for those services already
provided.
11. Indemnification. Consultant shall indemnify, hold harmless, protect and defend Augusta and
its Commissioners, elected officials, trustees, officers, employees, agents, and representatives
(the"Indemnified Parties")for, from and against any and all demands, claims, suits, damages,
losses, liabilities, costs and expenses, including, but not limited to, court costs and attorneys'
fees (the "Indemnified Matters"), of any nature whatsoever (including, but not limited to,
damage to or loss of property, bodily injury or death),directly or indirectly arising out of or in
connection with the performance of Consultant's obligations under this Agreement.
Consultant's indemnification obligations under this Section 5.1 shall apply whether the
Indemnified Matters are due in part to the concurrent fault or negligence of the Indemnified
Parties or others, but shall not extend to such concurrent fault or negligence. Consultant's
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defense obligations under this Section 5.1 shall be with attorneys approved by Augusta,which
approval shall not be unreasonably withheld.
12. Consultant shall, at all times that this Agreement is in effect, cause to be maintained in force
and effect an insurance policy(s) that covering the Consultant in performance of the work
during the term of this Agreement. Consultant shall provide, at all times that this Agreement
is in effect,insurance with limits of not less than: Professional Liability Insurance in an amount
of not less than One Hundred Thousand($100,000)Dollars.
13. Local Small Business Program. In accordance with Chapter 10B of the AUGUSTA, GA.
CODE, Contractor 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. Contractor 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.
14. Governing Law; Jurisdiction and Venue; Attorneys' Fees. This Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of Georgia(without
regard to the conflicts or choice of law principles thereof). The parties irrevocably consent to
the jurisdiction of the State of Georgia,and agree that the Superior Court of Richmond County,
Georgia, shall be an appropriate and convenient place of venue to resolve any dispute with
respect to this Agreement. In the event either party commences any proceeding against the
other party with respect to this Agreement,the parties agree that neither party shall be entitled
to recover attorneys'fees except as otherwise specifically provided for by law.
15. Contact person for Augusta, Georgia is Administrator Janice Allen Jackson.
Office of the Administrator
535 Telfair Street, Suite 910
Augusta, Georgia 30901
706-821-2400
Janice.Jackson(a,augustaga.gov
Contact for Consultant is Janice Welch Osei.
Janice Welch Osei
P.O. Box 2908
Atlanta, Georgia 30301
(229)344-8010 cell
iwelchosei(iiatt.net
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AUGUSTA, GEORGIA CONSOLIDATED GOVERNMENT
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