HomeMy WebLinkAboutRENOVATION SERVICE AGREEMENT BETWEEN AUGUSTA, GEORGIA AND THE WARRIOR ALLIANCE, INC. FOR MUNICIPAL GOLF COURSE AUGUSTA MUNICIPAL GOLF COURSE RENOVATION SERVICE AGREEMENT
This Agreement is entered into this 1Dday of J U-I 2018 between
Augusta, Georgia, political subdivision of the State of
g g a Georgia (heafter referred to as the g
"Augusta"), and The Warrior Alliance, Inc., a Georgia-based nonprofit organization (hereafter
referred to as the "TWA"), whose principal office is located at
with reference to the following:
WHEREAS, Augusta desires to engage a qualified and experienced golf course
architect and construction contractor to provide golf course renovation services at the
Augusta Municipal Golf Course ("Project").
WHEREAS, The Warrior Alliance has successfully completed the Double Eagle
Performance Center at the Augusta Municipal Golf Course.
WHEREAS, The Warrior Alliance has presented an unsolicited private-public
partnership where it shall be responsible for providing the golf course renovation
services at the Augusta Municipal Golf Course at no cost to Augusta.
NOW, THEREFORE, in consideration of the foregoing, the provisions contained herein and
the mutual benefits to be derived here from, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, TWA and Augusta agree as follows:
I. Deliverables. TWA shall secure a qualified and experienced golf course architect and
construction contractor to perform the required services for the renovation of the Augusta
Municipal Golf Course. TWA shall comply with all terms, conditions, and requirements of this
agreement.
A. Consultation, Planning, and Preliminary Design Phase
1. The Consultation, Planning, and Preliminary Design Phase is scheduled
for an estimated time period per Exhibit"A" attached hereto.
2. Project requirements have been formulated upon discussions with Augusta
relative to the proposed level of quality and course difficulty, method of
course operation and maintenance, philosophies and concepts, general
budget parameters, area of land to be utilized, and routing guidelines.
Based on documented and an agreed upon "Summary of Project
Requirements" as provided for in , TWA shall prepare, for the
approval of Augusta, "Preliminary Design Studies". These studies will
illustrate the routing of the golf course, the location of tees, centerlines,
greens, and limits of turf, sand bunkers, and other significant elements.
3. TWA shall submit to Augusta a statement of ranges of the probable
construction cost ("Statement of Probable Construction Cost") as
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hereinafter described. The Statement of Probable Construction Cost
prepared by TWA's Contractors shall represent the Contractors' best
judgment of the Probable Construction Cost as a design professional.
TWA's Contractors will utilize cost analyses derived from recently
completed projects, preferably public/private projects, if available, similar
in nature. It is recognized, however, that neither the TWA nor Augusta has
control over the cost of labor, materials, equipment, or course accessories,
over the contractor's methods of determining bid prices, or over
competitive bidding, market, or negotiation conditions. Accordingly, the
TWA's Contractors cannot and does not warrant or represent that bids or
negotiated prices will not vary from any Project budget, which may have
been proposed, established, or approved by TWA or from any Statement
of Probable Construction Cost or other cost estimate or evaluation
prepared by TWA's Contractors.
4. TWA's Architect shall coordinate the design sketches with other project
team members retained by Augusta and will assist Augusta in all public
hearings and meetings. TWA's Architect will prepare information
showing the course layout and boundaries.
5. TWA shall furnish to Augusta four(4) copies of the Preliminary Design
free of cost.
6. On or about the completion of the Consultation, Planning, and Preliminary
Design phase, TWA shall supply Augusta with a color rendering in the
original file format.
B. Construction Documents Phase
1. The Construction Documents Phase is scheduled for sixty(60) calendar
days.
2. , Based upon approved Preliminary Design Studies, TWA shall prepare,
subject to Augusta's approval, Construction Documents consisting of the
Working Drawings, as outlined below along with construction
Specifications which provide a detailed description of requirements,
materials and testing necessary for construction of the Project. The
Construction documents will include the following items:
a. Routing Plan: The "Routing Plan" depicts the location of each golf
hole and the relationship that is formed to create the ultimate
layout of the course. The plan incorporates the features of each
hole such as tees, fairway, bunkers, greens, rough, native areas,
proposed cart path locations and all other elements that will be
incorporated into the golf course. Depending on the size of the site,
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this plan is typically prepared at a scale of 1"= 200'. A colored
rendering prepared and provided for promotional purposes.
b. Construction Plan: The "Construction Staging Plan" will delineate
the staging area to be used by the golf course contractor during the
period of construction. The plan will also identify the access points
to be used by the contractor and their consultants during the
construction process. The approximate location of known utilities
(provided by Augusta) will be depicted on the plan. This plan will
be prepared at a scale of 1" =200'.
c. Erosion Control Plan: The "Erosion Control Plan" will be
prepared as required and include the locations and type of silt
fences, rock check dams as well as any other measures required to
ensure proper erosion control for the site and areas that will be
disturbed.
d. Clearing Plan: The "Clearing Plan" will denote trees to be
removed. It will give Augusta an option to self-perform some
items if they choose provided the clearing specifications are
followed. This plan will be prepared at a scale of 1" =200'.
e. Contour Plan: The "Contour Plan" will be prepared utilizing the
topographic information provided by the City of Augusta. The
topography plan will consist of a one (1) or two (2) foot contour
interval of the existing property, utility locations, tree locations,
buildings, streams, wetlands and any other information that is
determined necessary. The contour plan will provide detail
contours to be followed in order to create the overall golf course
and surrounding areas. The plan provides detail locations and
grades of the golf course and features such as tees, greens, bunkers,
fairways and lakes. This plan will also be used in calculating
quantities required for earthworks, drainage, grassing, cart paths
etc... Proposed contour intervals of two feet will delineate shapes
and elevations. The contour plan consists of multiple sheets and is
prepared at a scale of 1"= 100'.
f. Cart Path Plan: The "Cart Path Plan" will delineate the proposed
location of the cart path route. The material and specifications will
follow the Engineers plan. The Cart Path plan will be prepared at
1"=200' and follow ADA guidelines that are applicable to public,
government-owned golf courses.
g. Drainage Plan: The "Drainage Plan" will show all pipe locations
and catch basins (if required). Pipe will be sized by an Engineer.
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The elevations of catch basin grates and flow lines of pipes will be
documented. This plan will be prepared at a scale of 1" =200' and
will be coordinated with the Augusta Engineering Department.
h. Grassing Plan: The "Grassing Plan" will depict the limits of the
turf and provide the location of specific varieties to be incorporated
into the golf course. The plan will also illustrate areas to be
formally maintained. The Grassing plan will be prepared at 1"=
200'.
Irrigation Plan: The "Irrigation Plans" will delineate the location
of sprinkler heads, valves, piping, satellite controllers and other
related items. Specific pipe sizes, wire sizes and model numbers of
related components will be provided on the plan as well as
specifications. The plans will be divided into separate plans that
consist o sist of piping, wiring and construction details. The design of the
irrigation system will be modernized to provide effective coverage
of the turf. Components of the existing system will be utilized if
possible, taking into account the age and condition of the existing
system. The City of Augusta will review the plan and approve
prior to construction. The plans will be prepared at scales of 1"-
200' and 1"= 100'.
j. Greens Details: Individual putting green details will be drawn at a
scale of 1"= 30'. The Greens Details depict the shape, size and
detailed contours of each green. The information will also provide
in additional detail as to the relationship between the putting
surfaces, greenside bunkering and surrounding area that
encompasses the green complex.
k. Construction Details: The Construction Details are provided to
deal with specific construction methods to be utilized for the
project. A number of details such as Staking, Tee Construction,
Green and Bunker Drainage, Bunker Detail, Clearing and Bunker
Construction are such examples. These details will provide specific
depths and measurements and are not to scale.
1. Construction Specifications: The Construction Specifications
accompany all golf course plans and represent the technical quality
standards for the construction of the golf course. The
Specifications describes the responsibilities of the City of Augusta,
TWA and the Golf Course Contractor throughout the construction
period.
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n. Cost Estimates: At 95%completion of the Construction
Documents, TWA will prepare and deliver to Augusta an updated
cost estimate. At this time, any changes in scope may be made to
bring the project to an acceptable cost estimate.
o. TWA shall furnish to Augusta four (4) paper copies and one (1)
electronic original format copy of the Preliminary Design free of
cost.
3. TWA shall provide Augusta with a copy of all contractor contract
documents, including copies of all warranties.
4. TWA shall advise Augusta of any adjustments to previous Statements of
Probable Construction Cost indicated by changes in requirements or
general market conditions. The Construction Documents Phase will
terminate when Augusta has (I) approved the Construction Documents.
Revisions necessitated by general market conditions or minor changes in
requirements subsequent to acceptance by Augusta will be made by TWA
as a part of the Construction Document Phase.
C. Construction Phase
1. The Construction Phase is estimated from the time period provided in
Exhibit"B" attached hereto, and shall commence with the execution of the
Construction Contract with TWA's contractors and will terminate
upon completion of the 18-hole Augusta Municipal Golf Course
renovation. Construction shall be done in two (2), nine (9) hole stages.
After construction is completed on the first nine (9) holes, construction
shall begin on the last nine(9)holes.
2. TWA shall provide administration of the construction of the Project as
provided by this Agreement and the contracts with its contractors on this
Project. TWA shall be responsible for acquiring all necessary permits
through the Augusta Planning and Development Department, as well as
any other permits required by local, state, and federal regulations.
3. Prior to the start of construction, TWA will conduct a work-scheduling
meeting with the Contractors and Augusta to finalize the procedure for
completing the Work on appointed times. TWA's generated work
"schedule" is to be used as a guide only, and all Contractors,per their
individual contracts with TWA, are responsible for maintaining their own
schedules and for not hindering any or all the work involved in completing
the Project.
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4. TWA shall ensure that all contractors are bonded in the bond amount
agreed upon by the Parties to cover each contractors' scope of work within
the project.
5. TWA, as the representative of Augusta during the Construction Phase,
shall advise and consult with Augusta, and Augusta shall endeavor to see
that all instructions to the contractors be issued only through TWA. TWA
shall have authority to act on behalf of Augusta to the extent provided in
this Agreement otherwise modified in writing. However, Augusta must
approve any actions or instructions prior to TWA issuing said actions or
instructions to the contractors. In the event it is necessary for Augusta to
issue instructions to the contractors, TWA shall be immediately informed
of said instructions and the context in which it was issued.
6. TWA and Augusta shall always have access to the Project wherever it is in
preparation or progress.
7. TWA shall make weekly visits to the site to determine in general if the
Project is proceeding in accordance with this Agreement and the contracts
with its contractors. Based on TWA's on-site observations, TWA shall
endeavor to protect Augusta against defects and deficiencies in the work
of the contractors. As used herein, the term "Work" shall mean the
construction required by the contractor contract documents and shall
include all labor used in such construction and all materials, equipment
and course accessories incorporated or to be incorporated into such
construction. Summaries of each scheduled site visit shall be made by
TWA and provided to Augusta within a reasonable period.
8. TWA shall reject work that does not conform to the contractor contract
documents, and inform Augusta of such rejection. If TWA fails to reject
work that does not conform to the contractor contract documents, is shall
be responsible for the outcome of said Work.
9. TWA shall review and approve shop drawings, samples, and other
submissions of its contractors only for conformance to the design concept
of the Project and for compliance with the information given in the
contractor contract documents.
10. TWA shall be responsible to Augusta for the construction means,
methods, techniques, sequences of procedures, or for safety precautions
and programs about the Work, and shall be responsible for the
contractors' failure to carry out the Work in accordance the contractor's
contract documents. TWA is further responsible for notifying and
advising Augusta on the appropriate action, when TWA observes or
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becomes aware of violations of the contractor contact documents or other
actions that may negatively affect the Project.
11. "Substantial Completion" shall be deemed to occur when TWA, upon the
basis of an inspection of the Project, determines that, to the best of TWA's
knowledge, information and belief, the Work has been substantially
completed in accordance with the terms and conditions of this Agreement
and the contractor contract documents.
12. TWA and Augusta shall prepare a Punch List identifying all contractor
deficiencies to the contracted Scope of Work. TWA shall conduct
inspections with Augusta to determine whether Substantial Completion
and Final Completion have occurred and the dates thereof and shall
receive guarantees and related documents assembled by the contractors.
13. Final completion shall be defined when the contractors have completed all
Punch List items and other work items identified in the contractor contract
documents. TWA shall be responsible for providing a written letter to
Augusta stating Final Completion has been achieved.
14. TWA shall be responsible for the acts or omissions of its contractors, or
any subcontractors, or any of the contractor's and/or subcontractor's
agents or employees, or any other persons performing any of the Work on
the Project.
15. The extent of the duties, responsibilities, and limitations of authority of the
TWA as Augusta's representative during construction, subject to
Augusta's prior approvals, shall not be modified or extended without the
consent of Augusta and TWA.
16. The terms "contactor," "subcontractor" and "contractor contract
document" shall, in the appropriate context, mean the singular or plural
forms of such terms.
17. Upon completion of this Agreement, TWA shall prepare or ensure a final
as-built set of plans is provided and transmitted on CD ROM or USB flash
drive.
II. Project Management and Proof of Funds
A. TWA shall ensure the contractors fulfill the terms and conditions contained within
the contractor contract documents. This will include inspecting the removal of
lighting components, demolishing of cart bridges, and reviewing test results of
all tests required in for the Project. TWA shall, with the assistance of the Augusta
Recreation& Parks Department, coordinate, prepare, and respond to any Request
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for Information. TWA shall also facilitate preconstruction conferences, progress
meetings, job conferences and other Project related meetings including public
information meetings at the Augusta's request.
B. TWA shall provide to Augusta evidence of available funds for each of the three
phases of the Project as shown in Attachment B hereto, incorporated herein by
this reference, prior to the commencement of each respective phase as more
particularly described in this paragraph. TWA shall provide to Augusta evidence
of available funds for the phase describe as "I. Design" in Attachment B prior to
the commencement of such phase; shall provide to Augusta evidence of available
funds for the phase describe as "II. The Front Nine" in Attachment B prior to the
commencement of such phase; and shall provide to Augusta evidence of available
funds for the phase describe as "III. The Back Nine" in Attachment B prior to the
commencement of such phase.
C. Additionally, TWA shall provide to Augusta evidence of available funds for a
Project contingency in an amount equal to five percent (5%) of the remaining
budget for the applicable phase, or in such amount as TWA and Augusta shall
otherwise agree; provided, however, that the contingency amount shall take into
account any in-kind contributions of, or discounted, items in the budget secured
by TWA for the applicable phase of the Project as well as reductions in project
scope.
III. Augusta's Responsibilities
A. Augusta shall provide to TWA information and requirements related to the
Project as detailed and complete as reasonably possible. TWA will create a
summary of Project Requirements from utilizing the information provided by
Augusta, and will provide it to Augusta as documentation for the contract
direction.
B. Augusta shall designate, for the expeditious completion of the Project, a
representative authorized to act on its behalf with respect to the Project. Augusta
or its representative shall examine documents submitted by TWA. Augusta or its
representative shall render decisions pertaining to such documents promptly to
avoid unreasonable delay in the progress of the services to be performed by TWA
under this Agreement.
C. Augusta shall furnish TWA with the following: (a) available property boundary
and ROW information as available on existing GIS and County deed documents;
(b) a two (2) foot contours map taken from existing GIS data; (c) spot elevations
for trees, greens, bunkers, hazard depressions and/or lakes; (d)the location of
culverts and bridges; (e) existing known drainpipe and catch basins,pipe sizes,
and material to be noted where available; (f) spot elevations of catch basin grates
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and flow lines will be provided where accessible; and (g) other utility information
as available on existing GIS database.
D. Augusta shall furnish any soil borings, inspections or reports as required by law or
as requested by TWA as necessary for the Project.
E. If Augusta observes or otherwise becomes aware of any fault or defect in the
Project or any non-conformance of the project with this Agreement or the
contractor contract documents, it shall give prompt written notice thereof to
TWA.
IV. Term; Termination; Survival.
A. Term. This Agreement shall have a term commencing upon the execution of this
Agreement by the parties, and shall be in full effect for a period of one year,
unless sooner terminated pursuant to Article IV, Section B below or the earlier
completion of the Project.
B. Termination. The term of this agreement shall be for one year, commencing on
, 2018. There shall be ten, one-year options to renew this
Agreement. TWA must provide Augusta with written notice of its intent to renew
at least one hundred eighty (180) days prior to the expiration of the then current
term. This Agreement shall (1) terminate absolutely and without further
obligation on the part of Augusta each and every December 31st, as required by
O.C.G.A. § 36-60-13, as amended, unless terminated earlier in accordance with
the termination for cause provisions of this Agreement; (2) automatically renew
on each January 1St, unless terminated in accordance with the termination
provisions of this Agreement; and (3) terminate absolutely, with no further
renewals, on , 2028, unless extended by
written amendment. This Agreement may be terminated prior to the completion of
the Project by either party upon a breach of this Agreement (including, but not
limited to, TWA's services being deemed unsatisfactory by Augusta) by the other
party that remains uncured thirty (30) days after receiving written notice of such
breach from the terminating party.
C. Termination for Cause. Notwithstanding the provisions of termination provided
in sub-paragraph A. above, Augusta may terminate this Agreement (1) if TWA
fails to make payments to contractors or subcontractors for materials or labor in
accordance with the respective agreements between TWA and its contractors and
subcontractors; (2) if TWA disregards applicable laws, statutes, ordinances,
codes, rules and regulations, or lawful orders of a public authority; (3) upon
TWA's substantial breach of a provision of the respective agreements between
TWA and its contractors and subcontractors; (4) if at any time Augusta certifies in
writing to TWA that the performance of the work under this Agreement is being
unnecessarily delayed; (5) if the work under this Agreement is not fully
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completed within the time specified for its completion or within the time to which
the completion date may be extended; (6) TWA fails to keep a performance bond
in effect as required by this agreement; or (7) if other just causes exist; and such
condition remains uncured thirty (30) days after TWA receives written notice of
such condition from Augusta.
This Agreement may be terminated immediately if TWA fails to maintain
insurance or fails to comply with the Workers' Compensation Act and applicable
rules as described herein. Upon termination of the Agreement, TWA is to return
the premises of the Augusta Municipal Golf Course to its original state or better.
D. Survival. Notwithstanding anything in this Agreement to the contrary, the
provisions of Article V below shall survive any expiration or termination of this
Agreement, and each party shall remain obligated to the other party under all
provisions of this Agreement that expressly or by their nature extend beyond and
survive the expiration or termination of this Agreement.
V. Exculpation and Indemnification.
The premises of the Augusta Municipal Golf Course are being provided to TWA for the
purpose of the 18-hole renovation Project in "AS IS" condition, and TWA accepts said
premises in its present condition and acknowledges that is has inspected the same and
found the premises to be suitable for its intended use. It is an express condition of this
Agreement that, except when caused solely by its negligence, Augusta, its officers,
agents, and employees, shall be free from any and all claims, debts, demands, liabilities,
or causes of action of every kind or character, whether in law or in equity, by reason of
any death, injury, or damage to any person or persons or damage or destruction of
property or loss of use thereof, whether it be the person or property of TWA, its invitees,
licensees, agents, or employees, or any third persons, from any cause or causes
whatsoever arising from any event or occurrence in or upon the Premises or any part
thereof or otherwise arising from TWA's services under and indemnify and save
harmless Augusta, its officers, agents, and employees, against and from any and all such
claims, demands, debts, liabilities, and causes of action(other than those caused solely by
Augusta's negligence) including reasonable attorney's fees and costs to be incurred by
Augusta in defending same.
TWA specifically agrees that its operations shall be conducted in compliance with all
federal, state and local environmental laws, rules and regulations and agrees to
indemnify and hold harmless Augusta and including without limitation, members of the
Augusta Georgia Commission, its officers, agents, and employees harmless from and
against all liabilities, losses, suits, claims, demands, judgments, fines, damages, costs
and expenses (including all costs for investigation and defense thereof, including but not
limited to court costs, expert fees and reasonable attorneys' fees) which may be incurred
by, charged to or recovered from the foregoing (i) by reason or on account of damages to
or destruction of the property of Augusta, or any property of, injury to or death of any
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person, resulting from or arising out of TWA's use of the premises (except when such
damages, destruction, injuries or death arise solely by reason of Augusta's negligence), or
(ii) arising out of the failure of TWA to keep, observe or perform any of the agreements
or conditions of this Agreement. TWA will refer to Augusta promptly upon notice
thereof, any claim made or suit instituted against it which, in any way, affects Augusta,
its officers, agents, and employees or its insurer, and either TWA shall defend or
compromise same following notice from Augusta, then Augusta shall have the right to
compromise and defend the same to the extent of its interests, with all cost to be borne by
Augusta.
VI. Insurance.
TWA hereby agrees to maintain at all times, at TWA's expense, the following insurance
coverage:
A. Worker's Compensation: TWA shall procure and shall maintain during the life
of the Contract Agreement, Worker's Compensation Insurance for all of TWA's
employees to be engaged in work on the Project under this Agreement, and in
case any such Work is contracted or sublet, the TWA shall require the contractor
and/or subcontractor similarly to provide Worker's Compensation Insurance for
all of the latter's employees to be engaged in such Work unless such employees
are covered by the protection afforded by TWA's Worker's Compensation
Insurance. Worker's Compensation Insurance shall include Broad Form All
States Endorsement and Voluntary Compensation. The amount of insurance shall
not be less than the following:
Each Accident $100,000.00
Disease Policy Limit $500,000.00.
Disease Each Employee $100,000.00
B. Comprehensive General Liability: TWA shall procure and shall
maintain during the life of the Agreement, such Comprehensive General
Liability and Broad Form Property Damage Insurance as shall protect TWA and
any contractor and/or subcontractor performing Work covered by this Agreement
from claims for damages for bodily injury, including accidental death, as well as
from claims for property damages, which may arise from operations under the
Contract Agreement, whether such operations are by the Contractor or by any
subcontractor or by anyone directly or indirectly employed by either of them.
The amount of insurance shall not be less than the following:
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General Aggregate $2,000,000.00
Products Comp/Ops Aggregate $2,000,000.00
Personal and Advertising Injury $1,000,000.00
Each Occurrence $1,000,000.00
Fire Damage (Any one fire) $50,000.00
Medical Expenses (Any one person) $5,000.00
C. Augusta's and TWA's Protective Liability: TWA shall procure and shall
maintain during the life of the Agreement,Augusta's and TWA's Protective
Liability Insurance with the same limits as the Comprehensive General Liability.
D. Automobile Liability: TWA shall procure and shall maintain during the life of
the Agreement, Comprehensive Automobile Liability Insurance. The insurance
shall include coverage for owned,non-owned and hired vehicles. Amounts shall
not be less than the following:
Comprehensive Single Limits (CSL) $1,000,000.00
E. Builder's Risk: TWA shall procure and shall maintain during the life of the
Agreement, Builder's Risk Insurance to protect the interests of Augusta, TWA,
and contractors and/or subcontractors against loss by fire, vandalism, malicious
mischief, and all hazards included in a standard Extended Coverage Endorsement.
The amount of the insurance shall at all times equal or exceed the full value of the
Agreement. The policies shall be in the names of the Augusta and TWA.
F. Certificates of Insurance: Certificates acceptable to Augusta shall be attached to
the signed Agreement Documents when they are transmitted to Augusta for
execution. TWA and Augusta shall be a named insured.
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VII. Performance Bond.
TWA shall provide or cause to be provided a performance bond to Augusta in the amount
of the value of this golf course renovation project.
VIII. Miscellaneous Provisions.
A. Standard of Performance. TWA represents and warrants that it has the
necessary knowledge, experience, abilities, skills, resources, and capacity to
perform its obligations under this Agreement, and agrees to perform its
obligations under this Agreement in a professional manner, consistent with
prevailing industry standards and practices.
B. Qualifications, Licenses, and Permits; Compliance with Law. TWA
represents and warrants that it has all licenses and permits necessary to conduct its
business and perform its obligations under this Agreement. TWA's attention is
directed to the fact that all applicable federal, state, and local laws, ordinances,
and the rules and regulations of all authorities having jurisdiction over the work
shall apply to the Agreement throughout, and they all will be deemed to be
included in the Agreement the same as though herein written out in full. TWA
shall keep itself and its employees fully informed of all laws, ordinances, and
regulations in any manner affecting those engaged or employed in the work or the
materials used in the work or in any way affecting the conduct of the work and of
all orders and decrees of bodies or tribunals having any jurisdiction or authority
over same. If TWA discovers any discrepancy or inconsistency in this Agreement
in relation to any such law, regulation, ordinance, order, or decree, TWA shall
promptly report the same, in writing, to Augusta. TWA shall at all times observe
and comply with all such laws, ordinances, and regulations, and shall protect and
indemnify Augusta and its agents against any all damages and claims arising
out of any violation of such law, ordinance, regulation, order, or decree, whether
by TWA or its employees.
C. Independent Contractor. The parties intend that TWA's relationship to
Augusta in providing services hereunder shall be that of an independent
contractor. 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 TWA.
D. Assignment of Right; Records.
1. Assignment: This Agreement shall not be assigned without written
consent from Augusta.
2. Records: TWA shall maintain throughout the term of this Agreement and
for a period of seven (7) years thereafter records that indicate the date,
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•
time, and nature of the services rendered. TWA shall make available for
inspection by Augusta all records, books of account, memoranda, and
other documents pertaining to Augusta, except medical records, at any
reasonable time upon request.
3. Open Records: TWA acknowledges that all records relating to this
Agreement and the services to be provided under the contract may be a
public record subject to Georgia's Open Records Act (O.C.G.A. § 50-18-
70, et seq.). TWA shall cooperate fully in responding to such request and
making all records, not exempt, available for inspection and copying as
provided by law.
E. Prohibition Against Contingent Fees. TWA 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 TWA for the purpose of securing
business and that TWA 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 Agreement Price of
consideration the full amount of such commission, percentage, brokerage or
contingent fee.
F. Specified Excuses for Delay or Non-Performance. Neither Augusta, nor TWA,
shall be liable for any delay in the performance of this Agreement, nor for any
other breach, not for any loss or damage arising from uncontrollable forces such
as fire, theft, storm, war, or any other force majure that could not have been
reasonably avoided by the exercise of due diligence.
G. Power and Authority; Due Authorization; No Conflict; Enforceability. Each
party represents and warrants to the other party that(i) such party has the power
and authority to execute, deliver and perform its obligations under this
Agreement, (ii) the execution, delivery and performance of this Agreement
have been duly authorized by such party and do not and shall not conflict with
any agreement or instrument to which it is bound, and (iii) this Agreement
constitutes the legal, valid and binding obligation of such party, enforceable
against it in accordance with its terms.
H. 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
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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.
No Assignment; No Amendment; No Waiver. This Agreement(i)may not be
assigned or transferred, in whole or in part, by operation of law or otherwise, by
either party without the prior written consent of the other party, and (ii) may not
be amended or modified, by course of conduct or otherwise, except in a writing
duly executed by each of the parties. TWA 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, TWA is
deemed to possess knowledge concerning Augusta's ability to assume contractual
obligations and the consequences of TWA's provision of goods or services to
Augusta under an unauthorized contract, amendment, modification, change order
or other similar document, including the possibility that the TWA may be
precluded from recovering payment for such unauthorized goods or services.
Accordingly, TWA agrees that if it provides goods or services to Augusta under a
contract that has not received proper legislative authorization or if TWA provides
goods or services to Augusta in excess of the any contractually authorized goods
or services, as required by Augusta's Charter and Code, Augusta may withhold
payment for any unauthorized goods or services provided by TWA. TWA
assumes all risk of non-payment for the provision of any unauthorized goods or
services to Augusta, and it waives all claims to payment or to other remedies for
the provision of any unauthorized goods or services to Augusta, however
characterized, including, without limitation, all remedies at law or equity. Any
waiver of any provision of this Agreement shall be in writing duly executed by
the waiving party. The failure or delay by either party to seek redress for any
breach or default under this Agreement, or to insist upon the strict performance of
any provision of this Agreement, shall not constitute a waiver thereof or of any
other provision of this Agreement, and such party shall have all remedies
provided herein and at law and in equity with respect to such act and any
subsequent act constituting the same.
J. Service of Notice: Any notice, demand, request, approval, consent, or other
communication (hereinafter referred to as "notice"), which Augusta or TWA may
be required to permit to give to each other shall be in writing and shall be mailed
in an official United States Post Office, certified or registered mail, return receipt
requested, with adequate postage prepaid, to the other party at the address as each
party as designated in this Agreement or shall have changed by proper notice in
writing to the other. Such addresses are as follows:
Page 15 of 19
Augusta: Augusta, Georgia
Office of the Mayor
535 Telfair Street, Suite 200
Augusta, GA 30901
With Copy to: General Counsel
Augusta Law Department
535 Telfair Street, Building 3000
Augusta, GA 30901
TWA: The Warrior Alliance
to® ro: >
L--to
S. n/ 5(2,2-,, G),6k 3o "2-6
If notice is not an answer or reply to a previous notice from the other party, the
time of rendition of such shall be the date when the receipt is signed, refused or
returned unclaimed. If the notice is an answer or reply to a previous notice from
the other party, the time of rendition of such shall be the date postmarked by the
United States Postal Service. In the event of a postal strike or other interference
with the regular delivery of mail, notices may be served in person or by telegram
in lieu of certified or registered mail, but shall be effective upon receipt.
K. Right to Inspect Premises. Augusta, its authorized officers, employees, agents
or representatives shall have the right to enter upon the premises to make
inspections during regular business hours when a representative of the TWA is
present, or at any time in case of emergency and/or to determine whether TWA
has complied with and its complying with the terms and conditions of this
agreement;provided, however, that said inspection shall in no event unduly
disrupt or interfere with the operation of TWA.
L. No Conflict: TWA 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.
TWA 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, GA CODE of
Ethics governing conflicts of interest of persons doing business with Augusta, as
such provisions now exist and may be amended hereafter. TWA represents and
Page 16 of 19
warrants that such provisions are not and will not be violated by the
Agreement or the TWA's performance hereunder.
M. Prohibited Interests: No official of Augusta, Georgia who is authorized in such
capacity and on behalf of Augusta, Georgia to negotiate, make, accept, or
approve, or to take part in negotiating, making, accepting, or approving any
contract, or any subcontract in connection with the Agreement, shall become
directly or indirectly interested personally in this Agreement or in any part
hereof. No officer or employee of or for Augusta who is authorized in such
capacity and on behalf of Augusta, Georgia to exercise any legislative, executive,
supervisory, or other similar functions in connection with this Agreement, shall
become directly or indirectly interested personally in this Agreement or in any
part thereof, any material supply contract, subcontract, insurance contract or any
other contract pertaining to the Agreement.
N. Authority. If either party hereto is a corporation, trust, a 501(c) 3 organization,
or general or limited partnership, each individual executing this Agreement on
behalf of such entity represents and warrants that he, she, or it is duly authorized
to execute and deliver this Agreement on its behalf If it is a corporation, trust or
partnership, TWA shall, within thirty (30) days deliver to Augusta evidence
satisfactory to Augusta of such authority.
0. 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.
P. Construction of Agreement. The parties acknowledge and agree that both
parties substantially participated in negotiating the provisions of this Agreement;
and,therefore, the parties agree that this Agreement shall not be construed more
favorably toward one party than the other party as a result of one party primarily
drafting the Agreement. The section and other headings in this Agreement are for
convenience of reference only and shall not be construed, expressly or by
implication, so as to affect the meaning or interpretation of any of the provisions
hereof This Section and other headings in this Agreement are for convenience of
reference only and shall not affect, expressly or by implication, the meaning or
interpretation of any of the provisions hereof
Page 17 of 19
,
Q. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute one
and the same instrument.
R. Severability: In 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.
S. Entire Agreement: This Agreement contains the entire agreement of the parties
and no representations, inducements, promises or agreements, oral or otherwise,
between the parties not embodied herein shall be of any force or effect. No
failure of either party to exercise any power given it hereunder, or to insist upon
strict compliance by either party of any obligations hereunder and no custom or
practice of the parties at variance with the terms hereof This Agreement may
only be amended by writing signed by both parties.
[SIGNATURES ON FOLLOWING PAGE]
Page 18 of 19
• t
Y
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the day and year first above written.
AUGUSTA, GEORGIA THE WARRIOR ALLIANCE
Lessor Lessee
By dem By
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Hardie Davis, Jr. ®. S
As it layor Y y As its PCS t sp7
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a
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Attest: _/�i� .�4 y j er 4
ena : ,� , * Conmsion
Date: 1 � ;_' r r.4''' ' ti
#4{ '.- UUkatt` Att
AUGUSTA, GEORGIA
i
Director
Recreation and Parks Department
A
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Approved as to Form:
Ahi&ilaiff? ///f0O
General Counsel
Page 19 of 19
Augusta Municipal Golf Course Renovation Service Agreement
Summary of Project Requirements
The following project requirements are identified in the Augusta Municipal Golf Course
Renovation Agreement:
1. Statement of Probable Construction Cost
2. Survey Documents
3. Design Documents
4. Construction Documents
• Routing Plan
• Construction Plan
• Erosion Control Plan
• Clearing Plan
• Contour Plan
• Cart Path Plan
• Drainage Plan
• Grassing Plan
• Irrigation Plan
• Greens Details
• Construction Details
• Construction Specifications
5. Construction Budget and Schedule
6. Construction Punch List
7. Proof of Funding
8. Certificates of Insurance