Loading...
HomeMy Public PortalAboutGeorgia--Chatham_County--Tybee Island (3).pdfSTATE OF GEORGIA, COUNTY OF CHATHAM: FORM OF AGREEMENT CITY OF TYBEE ISLAND THIS AGREEMENT FOR Debris Removal Monitoring Services, hereinafter referred to as "Agreement", is made and entered into as of the 26 day of October, 2005, (the "Date Hereof'), by and between Post, Buckley, Schuh & Jernigan, Inc. a (sole proprietorship, general or limited partnership, professional corporation or business corporation) whose agent and address for purposes of this agreement is 1616 East Millbrook Road, Raleigh, N.C. 27609, 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. O. 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 has determined that it has a need for DISASTER DEBRIS MONITORING MANAGEMENT & CONSULTING SERVICES; and WHEREAS, the Company has represented that it is able to satisfactorily provide the services according to the terms and conditions of the Request for Proposal, which are incorporated herein by reference and the terms and conditions contained herein; Post, Buckley, Schuh & Jernigan, Inc. organized under the laws of the State of North Carolina engaged in the practice of; Disaster Debris Monitoring Management and Consulting Services and WHEREAS, the City desires to utilize the professional services of the Company, in accordance with the needs, requirements, terms and conditions contained in a Request for Proposals, Number 2005-101 ("Debris Recovery Monitoring"), and "the proposal ("Debris Removal Monitoring Services for the City of Tybee Island") submitted by the Company in response to the RFP, which RFP and Company's Proposal are attached hereto and by this reference incorporated herein; and WHEREAS, the City awarded the contract for Debris Removal Monitoring to the Company in accordance with the RFP and in reliance upon the representations and certifications contained in the Company's 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: Page 1 of 6 ARTICLE 1 BASIC AGREEMENT The Company will perform Debris Recovery Monitoring Services for the City of Tybee Island in case of a disaster and in accordance with the RFP. A representative of the company must be on jobsite within 24 hours of notice of a disaster. The City will provide the information required by the RFP. The Company shall be compensated for its services as provided in the Company's Proposal. ARTICLE 2 COVENANTS AND REPRESENTATIONS 2.1 Covenants of the Company. The Company shall perform professional Debris Recovery Monitoring Services in accordance with the Company's Proposal and Terms and Conditions contained in the RFP and contained herein. 2.2 Representations. 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. ARTICLE 3 FEES 3.1 The Company shall be paid for its services as provided in the Company's Proposal. Supplemental services shall be compensated in the manner set forth in the Company's Proposal. Fees must be in line with FEMA reimbursement guidelines, the city will not pay any amount not previously agreed to. ARTICLE 4 CONTINGENCIES 4.1 Contingent Obligations of the City. The obligations of the City are subject to the following conditions: 4.1.1 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. 4.1.2 The timely performance by the Company of each and every covenant, agreement, and obligation imposed upon the Company in this Agreement. 4.1.3 The truth and accuracy as of the Date Hereof of each and every representation made by the Company. 4.1.4 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. 4.2 Contingent Obligations of the Company. The obligations of the Company are subject to the following conditions: 4.2.1 The timely performance by the City of each and every covenant, agreement, and obligation imposed upon the City in this Agreement. Page 2 of 6 ARTICLE 5 TERMINATION RIGHT TO TERMINATE. The City Council of The City of Tybee Island and the Company agree that either party may terminate this agreement for any reason, or for no reason, upon giving the other party 30 days written notice of the termination. ARTICLE 6 NOTICES 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 All rights, powers, and privileges conferred hereunder shall be cumulative and not restrictive of those given by law. ARTICLE 8 NON -WAIVER 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 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 TIME OF THE ESSENCE A representative of the Company must be on the Jobsite within 24 hours Notice of a disaster. All time limits stated herein are of the essence of this Agreement. ARTICLE 11 CAPTIONS 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. Page 3 of 6 ARTICLE 12 NO ASSIGNMENT, NO THIRD PARTY BENEFICIARIES 12.1 This Agreement is a personal retention of Company as an independent contractor. Company must perform by its own forces and may not delegate, subcontract, assign, transfer, or otherwise obtain its performance of this Agreement, without the express written consent of City. 12.2 Nothing herein shall be construed as conferring upon or giving to any person, other than the parties hereto, any rights or benefits under or by reason of this Agreement. ARTICLE 13 DRUG FREE WORK PLACE 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�c . ARTICLE 14 DOCUMENTS COMPRISING CONTRACT a. City of Tybee Island's Request for Proposal and all its addenda and attachments issued on August 8, 2005; b. Contractor's Certificate of Insurance as required and stated in request for proposal; and c. Contractor's Proposal. If there is a conflict between the terms of this Agreement and the above referenced documents, then the conflict shall be resolved as follows: the terms of this agreement shall prevail over the other documents, and the terms of the remaining documents shall be given preference in their above listed order. 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. Page 4 of 6 COMPANY CITY OF TYBEE ISLAND By (seal) By (seal) Name EV'; 1 fiek-- Name Walter W. Parker Title ' c respd..,-IC- Title ' Mayor Cittg-e.: aili-'2---C)a-4- (If Corporation, fill in below) Attest( By -A (seal) Name Edward M. Hughes Name / 41).44ra/ %� 51,Pm vn Title City Attorney Page 4 of 6 City of Tybee Island TERMS AND CONDITIONS DEFINITION S. As used herein, the following terms shall have the meanings set forth below, whether or not capitalized. (a) "Purchase Order" or "Order" means this purchase order. (b) "Buyer" means The City of Tybee Island. (c) "Seller" or "Vendor" means the party furnishing the supplies under this order. (d) "Supplies" means what the Seller furnishes the Buyer under this order and includes with limitation, the following; (1) the work; materials; articles; deliverable items, items, data and services, whether tangible or intangible or any combination thereof; and (2) what is leased or licensed, pursuant to the lease(s) or license(s) signed by both the Buyer and the lessor or licensor if attached to and made a part of this order. (e) "Loss" means any or all the following: claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees and expenses and other legal costs). ACCEPTANCE. This order constitutes an offer which shall become a binding contract upon the terms and conditions herein set forth upon acceptance by Seller either by acknowledgement of this order or commencement of performance. Buyer objects to any difference, conflicting or additional terms proposed by Seller in the acceptance of this order, and no such terms shall be effective unless expressly accepted by Buyer in writing. PRICES. Seller represents that the prices in this order are comparable to those offered to any other customer of Seller for items which are the same or substantially similar. Buyer shall receive the benefit prospectively or retrospectively if Seller offers any item or service included in this order to any other customer at a lower price up' to one year after completion of this order. DELIVERY. Any completion schedule made a part of this order is an important, material condition; time is of the essence of the order. Unless otherwise agreed to in writing. It is Seller's responsibility to comply with this schedule. In addition to any other rights or remedies, Buyer may cancel all or any part of this order for Seller's failure to complete services in strict accordance with the terms set forth herein. Seller shall promptly notify Buyer of any anticipated delay in the completion date. Any additional costs shall be paid by Seller and Seller shall be liable for all resulting damages to Buyer occasioned by the delay to the extent caused by Seller. Seller shall have no liability for delays that are caused by circumstances that are beyond Seller's reasonable control. CHANGES. Buyer may at any time request in writing changes to this order. If any such change causes an increase or decrease in the costs of or the time required for performance, Seller shall immediately notify Buyer. Any request for an equitable adjustment must be made in writing with 30 days from the date of the written request for the change. No additional charge or change in the Purchase Order will be allowed unless authorized by Buyer in writing. TAXES. The Buyer, a municipality in the State of Georgia, is exempt from Georgia Sales Tax under the Sales and Use Tax ID # 302 526 178. All sales and use tax due on materials purchased by the city for installation by the seller under this contract are the responsibility of the contractor. ASSIGNMENT. Neither this order nor any interest herein may be assigned, in whole or in part, by Seller or Buyer without the prior written consent of the non - assigning party. Notwithstanding the above, Seller may assign any monies due or to become due to him hereunder, provided that such assignment shall not be binding upon Buyer until receipt of a copy of the assignment agreement is acknowledged and approved by Buyer in writing. SUBCONTRACTING. Seller shall not enter into a subcontract for any part of this order, including completed or substantially completed items or major components thereof, with Buyer's written consent. Nothing in this order shall be seen as prohibiting Seller's purchase of standard commercial articles, raw materials, or other supplies specified in this order if these are typically purchased by Seller in the normal course of business. TERMINATION. Buyer may terminate or suspend performance under this order in whole or in part from time to time by sending at least three (3) days prior written notice to Seller. Upon receiving notice of such action by Buyer, Seller shall immediately comply with its terms and take all reasonable steps to avoid incurring any additional costs under this order. Buyer's sole liability to Seller shall be for work completed in accordance with this order and for Seller's reasonable costs to the date of termination, such costs being solely attributable to this order and not being recoverable from other sources. INDEMNIFICATION. Seller agrees to indemnify, defend and hold Buyer, Buyer's employees, and those for whom Buyer may act as agent harmless from any and all claims and liabilities for injuries or death of persons or damages to or destruction of property to the extent caused by or resulting from the negligent acts or omissions of Seller, its agents, subcontractors, suppliers or employees in the performance of this order. If Seller's work hereunder involves operations by Seller's agents, subcontractors, suppliers or employees on Buyer's premises or any place where Buyer conducts operations, Seller shall take all reasonable precautions to prevent the occurrence of any injury or damage to persons or property during the progress of such work. Further, Seller shall indemnify, defend and hold Buyer, Buyer's employees, and those for whom Buyer may act as agent harmless for any injuries occurring to Seller's agents, subcontractors, suppliers or employees and Seller shall maintain public liability, property damage and employee's liability and compensation insurance sufficient to protect Buyer from any claims under any applicable law, statute, or regulation. MODIFICATION; WAIVER. No waiver or modification of this order shall be effective unless in writing and signed by both of the parties hereto. Failure of either party to enforce its rights under this order shall not constitute a waiver of such rights or any other rights. ENTIRE AGREEMENT. This order is intended by the parties as a final expression of their agreement and also as a complete and exclusive statement of the terns thereof, any prior or contemporaneous oral or written agreements as to the same subject matter notwithstanding. INVALIDITY. In the event that any provision of this order is declared invalid, illegal, or otherwise unenforceable by any tribunal or law, the remainder of the provisions shall not be affected thereby, and each term and provision not declared invalid, illegal or unenforceable shall be valid and shall be enforced to the fullest extent permitted by law. DRUG FREE WORKPLACE. By accepting this order, the Seller certifies that he shall provide a drug free workplace for his employees in accordance with the laws of the State of Georgia. SPECIFICATIONS, PROPOSALS, BID DOCUMENTS. The documents which form the basis for this order shall include the plans and specifications and bid documents as attached hereto, together with any other documents so listed and enumerated, if any, and it is expressly understood that any special conditions listed _and attached hereto are specifically made a part of this contract. Page 5 of 6 APPLICABLE LAW. The provisions and performance of this purchase order shall be governed by the laws of 4..__ State of Georgia and applicable federal law. Seller agrees to bring any and all actions relating to this purchase order only in the state and federal courts located within Chatham County in the State of Georgia. APPROPRIATION. Notwithstanding, any other provision hereof, this agreement shall terminate at the end of each calendar year without liability or obligation on the part of the city in any calendar year where the City has not appropriated funds for the obligations hereunder for the next calendar year. STANDARD OF PERFORMANCE The standard of care for all professional engineering, consulting and related services performed or furnished by SELLER and its employees under this Agreement will be the care and skill ordinarily used by members of SELLER's profession practicing under the same or similar circumstances at the same time and in the same locality. SELLER makes no warranties, express or implied, under this Agreement or otherwise, in connection with SELLER's services. OPINIONS OF PROBABLE COST (COST ESTIMATES) Any opinions of probable project cost or probable construction cost provided by SELLER are made on the basis of information available to SELLER and on the basis of SELLER'S experience and qualifications, and represents its judgment as an experienced and qualified professional engineer. However, since SELLER has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, SELLER does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost SELLER prepares. CONSTRUCTION PROCEDURES SELLER's observation or monitoring portions of the work performed under construction contracts shall not relieve the contractor from its responsibility for performing work in accordance with applicable contract documents. SELLER shall not control or have charge of, and shall not be responsible for, construction means, methods, techniques, sequences, procedures of construction, health or safety programs or precautions connected with the work and shall not manage, supervise, control or have charge of construction. SELLER shall not be responsible for the acts or omissions of the contractor or other parties on the project. SELLER shall be entitled to review all construction contract documents and to require that no provisions extend the duties or liabilities of SELLER beyond those set forth in this Agreement. BUYER agrees to include SELLER as an indemnified party in BUYER's construction contracts for the work, which shall protect SELLER to the same degree as BUYER. Further, BUYER agrees that SELLER shall be listed as an additional insured under the construction contractors liability insurance policies. INVOICES SELLER will submit monthly invoices for services rendered and BUYER will make prompt payments in response to SELLER's invoices. SELLER will retain receipts for reimbursable expenses in general accordance with Internal Revenue Service rules pertaining to the support of expenditures for income tax purposes. Receipts will be available for inspection by BUYER's auditors upon request. If BUYER disputes any items in SELLER's invoice for any reason, including the lack of supporting documentation, BUYER may temporarily delete the disputed item and pay the remaining amount of the invoice. BUYER will promptly notify SELLER of the dispute and request clarification and/or correction. After any dispute has been settled, SELLER will include the disputed item on a subsequent, regularly scheduled invoice, or on a special invoice for the disputed item only. BUYER recognizes that late payment of invoices results in extra expenses for SELLER. SELLER retains the right to assess BUYER interest at the rate of one percent (1 %) per month, but not to exceed the maximum rate allowed by law, on invoices which are not paid within forty-five (45) days from the date of the invoice. In the event undisputed portions of SELLER's invoices are not paid when due, SELLER also reserves the right, after seven (7) days prior written notice, to suspend the performance of its services under this Agreement until all past due amounts have been paid in full. HAZARDOUS MATERIALS BUYER represents to SELLER that, to the best of its knowledge, no hazardous materials are present at the project site. However, in the event hazardous materials are known to be present, BUYER represents that to the best of its knowledge it has disclosed to SELLER the existence of all such hazardous materials, including but not limited to asbestos, PCB's, petroleum, hazardous waste, or radioactive material located at or near the project site, including type, quantity and location of such hazardous materials. It is acknowledged by both parties that SELLER's scope of services does not include services related in any way to hazardous materials. In the event SELLER or any other party encounters undisclosed hazardous materials, SELLER shall have the obligation to notify BUYER and, to the extent required by law or regulation, the appropriate governmental officials, and SELLER may, at its option and without liability for delay, consequential or any other damages to BUYER, suspend performance of services on that portion of the project affected by hazardous materials until BUYER: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the hazardous materials; and (ii) warrants that the project site is in full compliance with all applicable laws and regulations. BUYER acknowledges that SELLER is performing professional services for BUYER and that SELLER is not and shall not be required to become an "arranger," "operator," "generator," or "transporter" of hazardous materials, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be encountered at or near the project site in connection with SELLER's services under this Agreement. If SELLER' s services hereunder cannot be performed because of the existence of hazardous materials, SELLER shall be entitled to terminate this Agreement for cause on 30 clays written notice. -- Page 6 of 6 CITY OF TYBEE ISLAND DEBRIS RECOVERY MONITORING BID SHEET The hourly rates shall be all-inclusive and shall include all costs incurred in providing The debris monitoring services specified. NOTE: All positions may not be applicable to an event. It is at the County's sole Discretion to determine which positions shall be utilized; the time duration for such positions to be used and the number of positions utilized in each category POSITION HOURLY NO RATE HOURS* POSITIONS TOTAL Fro'ect Manager 1 1 0.0 0 315 1 3 0.0 0 Operations Manager $ 8 5. 0 0 441 2 $ 7 4, 9 7 0. 0 0 Field Supervisor $ 75 . 0 0 410 4 $ 1 23 , 0 0 0. 0 0 Field Monitor $ 5 0. 0 0 378 10 $ 1 8 9, 0 0 0. 0 0 Tower Monitor $ 5 0. 0 0 378 2 $ 3 7, 8 0 0. 0 0 Debris Site Monitor $ 5 0. 0 0 378 5 $ 9 4, 5 0 0. 0 0 Billing/Invoice/Clerk $ 3 5. 0 0 180 2 $ 12 , 6 0 0. 0 0 Debris Site Security After Hours $ 50.00 378 2 $ 37, 800.00 TOTAL FOR BID AWARD PURPOSES: Firm: Representative - Signature: Title: Date: PBS&J T Vice President $ 604,320.00 9/20/2005 * These hours are not intended to represent the actual value of this bid, but are an estimate of a typical month's work providing debris monitoring services. This bid will be awarded to the firm that meets the qualifications specified in the bid documents and has the lowest overall total price. *Costs do not include costs associated with travel, lodging, mileage, and/or rental vehicle expenses. Mandatory Proposal Form The undersigned agrees to furnish The City of Tybee Island with Debris Recovery Services for the total price shown below in accordance with the specifications and the response attached hereto. TOTAL COST Submitted by: Signed: Name and Title Date: PBS&J $ 604, 320.00 Eric Tolbert, Vice President 9/20/2005 RFP- 7