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HomeMy Public PortalAboutAgreement for Services- Greenline Architecture- City Hall Reno- 11-13-14 (fully executed) STATE OF GEORGIA ) COUNTY OF CHATHAM ) AGREEMENT FOR SERVICE 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 / : day of , 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 (°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 REPRESSE','TATIONS 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 I. 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.seq. 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: i1.-9 � ^/l °..-/Lt-- Name: Monica Mastrianni 7 on Buelterman, Mayor Title: I" " (E)C( d°,T/ VI/1n�{ Date 24' zo I 4" Date Cle of Council /'411/1/ / Date APPROVED AS TO FORM: Edward M. Hughes, eitY Attorney //y Date Page 6 of 6