HomeMy Public PortalAboutAgreement for Services- Greenline Architecture- City Hall Reno- 11-13-14 (partially executed) STATE OF GEORGIA )
COUNTY OF CHATHAM )
i L EEMENT FOR SERVICES
THIS AGREEMENT FOR services relating to the ARCHITECTURAL ASSESSMENT OF SPACE
NEEDS AND BUILDING SECURITY FOR CITY HALL RENOVATIONS in the City of Tybee Island,
Georgia, hereinafter referred to as "Agreement", is made and entered into as of the 9 day of
1, 2014 (the "Date Hereof"), by and between GREENLINE ARCHITECTURE, Inc.,
whose agent and address for purposes of this agreement is Monica Mastrianni, 28 E. 35th
Street, Savannah, GA 31401, hereinafter referred to as "the Company," and THE CITY OF
TYBEE ISLAND, a municipality, whose address for the purposes of this Agreement is 403 Butler
Avenue, P. 0. Box 2749,Tybee Island, Georgia 31328, herein referred to as"the City."
WITNESSETH THAT:
WHEREAS, the City is a municipal corporation organized under Georgia law; and
WHEREAS, the City desires to assess the space needs and building security of City Hall; and
WHEREAS, the Company, operating under the laws of the State of Georgia, is engaged in
providing architectural services for municipal structures and the like; and
WHEREAS, the City has solicited requests for proposals relating to the Architectural Assessment
of Space Needs and Building Security for City Hall Renovations; and
WHEREAS, the Company has submitted the attached proposal; and
WHEREAS, the Company and City desire to document the terms and conditions of their
Agreement.
NOW, THEREFORE, for and consideration of the mutual covenants contained herein, the receipt
and sufficiency of which is hereby acknowledged, it is agreed as follows:
ARTICLE 1
BASIC AGREEMENT
1.1 The Company will perform the Scope of Work ("the Work") described in RFP No. 2014-
651 City of Tybee Island, Georgia C'RFP") and the Company's Proposal, attached hereto and
incorporated by reference as if fully set forth herein, and supply all materials in connection
therewith for a total sum of thirteen thousand and seven hundred $13,700.00 Dollars ("the
price") and will perform all work associated therewith.
1.2 The Company will provide proof of liability coverage with a minimum liability amount for
comprehensive general liability and automobile liability of not less than $2,000,000.00. The
Page 1 of 6
Company shall maintain worker's compensation insurance equal to the statutory requirements.
The insurance certificates shall name the City of Tybee Island as additional insured.
1.3 The Company and all of its subcontractor will comply with the necessary requirements of
all State and Federal law pertaining to the residency of its workers and will further comply with
all reporting requirements required of City Contractors pursuant to the grant under which
proceeds are being made available to the City and expressly recognizes that any breach on its
part of the reporting and other requirements under such grant will result in potential liabilities
to the City and the Company will indemnify and hold harmless the City for any such damages in
addition to all other indemnity obligations contained herein or the terms and conditions
attached hereto.
1.4 The Company shall perform work on the Architectural Assessment of Space Needs and
Building Security for City Hall Renovations in accordance with the following schedule:
(1) Within ten (10) days of the countersignature of this agreement the Company will
submit a schedule to be approved by the City;
(2) Following approval by the City of the schedule, the Company shall commence the
Work; and
(3) The Work shall be completed within ninety (90) days of the commencement of the
Work.
1.5 Termination by either party. Either party may terminate this agreement by giving the
other party thirty (30) days written notice of termination.
ARTICLE 2
WARRANTIES
2.1 In addition to any other warranties in this agreement, the Company warrants,
except as provided in paragraph 2.8 of this agreement, that work performed under this
agreement conforms to the agreement requirements and will conform to all local, state and
federal building codes and other applicable requirements.
2.2 The Company shall remedy, at the Company's expense, any failure to conform,
or any defect in the Company's Work.
ARTICLE 3
COVENANTS AND REPRESENTATIONS
3.1 The Company shall perform professional services in accordance with the Company's
Proposal and Terms and Conditions contained in the agreement and contained herein.
3.2 To induce the City to enter into this Agreement, the City shall be entitled to rely upon
the representations and certifications made by the Company in the Company's Proposal, without
independent investigation and verification, and each such representation or certification shall be
deemed to be material to this Agreement. The person negotiating and executing this Agreement
on behalf of the Company has the full right, power, and authority to enter into, execute and
perform this Agreement in accordance with the terms hereof, and when executed and
delivered, this Agreement will constitute a valid and binding obligation of the Company and will
be enforceable in accordance with the terms thereof.
Page 2 of 6
ARTICLE 4
PAYMENT AND FEES
4.1 The City shall pay the Company the price as provided in this agreement.
4.2 The City shall make progress payments approximately every 30 days as the Work
proceeds, on estimates of work accomplished which meets the standards of quality
established under the Agreement, as approved by the Contract Administrator.
4.3 Before the first progress payment under this agreement, the Company shall furnish, in
such detail as requested by the Contract Administrator, a breakdown of the total agreement
price showing the amount included therein for each principal category of the Work, which
shall substantiate the payment amount requested in order to provide a basis for determining
progress payments. The breakdown shall be approved by the Contract Administrator and must
be acceptable to the City.
4.4 The Company shall submit periodic estimates and pay applications showing the value of
the Work performed during each period based upon the approved breakdown of the
agreement price. Such estimates shall be submitted not later than 30 days in advance of
the date set for payment and are subject to correction and revision as required. The
estimates must be approved by the Contract Administrator.
4.5 If services of any subcontractors are used, prior to making any payment, the Contract
Administrator may require the Company to furnish receipts or other evidence of payment
from all persons performing work and supplying material to the Company, if the
Contract Administrator determines such evidence is necessary to substantiate claimed
costs.
ARTICLE 5
CONTINGENCIES
5.1 The obligations of the City are subject to the following conditions:
(1) The ability of the City to carry out the terms of this Agreement in accordance with
the laws and Constitution of the State of Georgia.
(2) The timely performance by the Company of each and every covenant, agreement,
and obligation imposed upon the Company in this Agreement.
(3) The truth and accuracy as of the Date Hereof of each and every representation
made by the Company.
(4) This Agreement is expressly made subject to other laws affecting its subject matter.
In the event of any conflict between such laws and this Agreement, such laws shall take
precedence.
5.2 The obligations of the Company are subject to the following conditions:
(1)The timely performance by the City of each and every covenant, agreement, and
obligation imposed upon the City in this Agreement.
ARTICLE 6
NOTICES
Page 3 of 6
6.1 All notices, demands or requests required or permitted to be given pursuant to this
Agreement shall be in writing and given or served either in person or by United States Mail,
postpaid, registered or certified with Return Receipt Requested, showing the name of the
recipient and the date of delivery. Notices shall be addressed to the party or parties identified
and at the address as set forth in the introductory paragraph of this Agreement, and the date
upon which such notice is delivered shall be deemed the effective date thereof. Either party
may, from time to time, by five (5) days' prior written notice to the other party, specify a
different agent or address to which notices can be delivered. Rejection or other refusal to
accept a notice or inability to deliver a notice because of a changed agent or address of which
no notice was given shall constitute receipt of the notice on the date when personal service is
attempted or the date of the postmark, if mailed.
ARTICLE 7
RIGHTS CUMULATIVE
7.1 All rights, powers, and privileges conferred hereunder shall be cumulative and not
restrictive of those given by law.
ARTICLE 8
NON-WAIVER
8.1 No failure of the City to exercise any right or power given to the City under this
agreement, or to insist upon strict compliance by the Company with the provisions of this
agreement, and no custom or practice of the City or the Company at variance with the terms
and conditions of this Agreement, shall constitute a waiver of the City's right to demand exact
and strict compliance with the terms and conditions of this Agreement.
ARTICLE 9
CONTINUITY
9.1 Each of the provisions of this agreement shall be binding upon and inure to the benefit
and detriment of the Company and the City and the heirs, devisees, legatees, legal
representatives, successors and assigns of the Company and the City.
ARTICLE 10
CONTRACT MODIFICATIONS
10.1 (a) Only the Contract Administrator has authority to modify any term or condition of
this contract. Any contract modification shall be authorized in writing.
(b) The Contract Administrator may modify the contract unilaterally (1) pursuant to a
specific authorization stated in a contract clause (e.g., Changes); or (2) for administrative
matters which do not change the rights or responsibilities of the parties (e.g., change in the
City's address). All other contract modifications shall be in the form of supplemental agreements
signed by the Company and the Contract Administrator.
(c) When a proposed modification requires the approval of the Tybee Island City
Council prior to its issuance (e.g., a change order that exceeds the Contract Administrator's
approved threshold), such modification shall not be effective until the required approval is given
by the Tybee Island City Council.
ARTICLE 11
CHANGE ORDERS
Page 4 of 6
11.1 The Contract Administrator may make changes to the Company's work, however no
adjustment in the contract price will be binding upon the City unless approved by City Council.
ARTICLE 12
TIME OF THE ESSENCE
12.1 All time limits stated herein are of the essence of this Agreement.
ARTICLE 13
CAPTIONS
13.1 The brief headings or titles preceding each provision hereof are for purposes of
identification and convenience only and should be completely disregarded in construing this
Agreement.
ARTICLE 14
THIRD PARTY BENEFICIARIES/OBLIGORS
14.1 Although this agreement is a personal retention of the Company as an independent
Company, the Company and the City agree that there will be other third party obligors
subcontractors performing work on the project. The Company, however, agrees to be
responsible for ensuring that all agreement terms are complied with, regardless of the entity
performing the actual work.
ARTICLE 15
DRUG FREE WORK PLACE
15.1 It is the policy of the City of Tybee Island that its work place shall be a drug free
workplace in compliance with the Drug Free Work Place Act, 41 U.S.C.S. 701et.se..
ARTICLE 16
APPLICABLE LAWS
16.1 The Company agrees that it and all of its subcontractors will comply with all applicable
legal requirements whether imposed by Local, State or Federal law and, further, will comply
with State"SAVE" and "E-Verify" requirements.
ARTICLE 17
JURISDICTION AND VENUE
17.1 The Company agrees that any civil action, arbitration or mediation of any dispute arising
under this Agreement shall take place only in Tybee Island or Savannah, Chatham County,
Georgia. City and Company further agree and stipulate to the jurisdiction and venue of the
United States District Court for the Southern District of Georgia, Savannah Division, the Superior
Court of Chatham County or the State Court of Chatham County over them and over any civil
action arising under this Agreement.
IN WITNESS WHEREOF, the Company and the City have caused these presents to be duly
signed, sealed and delivered on the day, month, and year first above written.
GREENLINE ARCHITECTURE, P.C. CITY OF TYBEE ISLAND
Page 5 of 6
By:
Name: Monica Mastrianni ) n Buelterman, Mayor
Title: `` '3A1`‘ Date
Date
Cle of Council
/101/5 A4 Dna
APPROVED AS TO FORM:
Edward M. Hughes, C' i Attorney
r f ' Date
Page 6 of 6