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HomeMy Public PortalAboutAtkins Agreement- 12-5-16STATE OF GEORGIA ) COUNTY OF CHATHAM ) AGREEMENT THIS AGREEMENT for Debris Monitoring Services, hereinafter referred to as "Agreement," is made and entered into as of the ("Ray of December, 2016 (the "Date Hereof'), by and between ATKINS NORTH AMERICA, INC., whose address for purposes of this Agreement is 1600 RiverEdge Parkway, NW, Suite 600, Atlanta, Georgia 30328, 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, Post Office Box 2749, Tybee Island, Georgia 31328, hereinafter referred to as "the City." WITNESSETH: WHEREAS, the City is a municipal corporation organized under Georgia law; and WHEREAS, the City has determined that it has a need for ADDITIONAL MONITORING SERVICES in connection with Disaster Recovery Services, specifically including debris recovery and monitoring thereof and disposal thereof from Hurricane Matthew; and WHEREAS, the City has issued a Request for Proposal Number 2016-685; and WHEREAS, the Company has responded the Request for Proposal and has presented a proposal indicating that it is able to satisfactorily provide services according to the terms and conditions of the Request for Proposal; and WHEREAS, the City desires to utilize the services of the Company in accordance with the needs, requirements, terms and conditions contained in Request for Proposal Number 2016- 685 (Disaster Debris Monitoring for City of Tybee Island Public Roads and Areas and Rights of Way) and the proposal submitted by the Company in response to the RFP and the RFP and the Company's proposal are attached hereto and incorporated herein; and WHEREAS, the City has determined that it is in its best interest, pursuant to all FEMA required provisions relating to reimbursement rights to award such contract for debris recovery services and debris removal from public areas and rights of way; and WHEREAS, the Company and the City desire to document the current terms and conditions of their agreement. 1 NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the receipt and sufficient of which is hereby acknowledged, it is hereby agreed as follows: ARTICLE 1 BASIC AGREEMENT The Company will perform Disaster Debris Monitoring Services for the City of Tybee Island in accordance with the RFP and the Company response. 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 Removal Disaster Recovery Services in accordance with the Company's Proposal and the 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 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. 2 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. ARTICLE 5 TERMINATION 5.1 Right to Terminate for Convenience. 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 thirty (30) days written notice of the termination. In the event of a termination for convenience by the City, the remedies of the Company shall be to be compensated for work done through the effective date of the notice of termination for convenience. In the event the City is notified by FEMA that reimbursement will not be made for services subject hereto, the City may give immediate notice to terminate all monitoring service relating thereto and such service will cease immediately. The Company will be compensated for services through the time of termination. 5.2 Termination for Cause. If, through any cause, the Company shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Company shall violate any of the covenants, agreements, or stipulations of this Agreement, the Company shall be breach of this Agreement and the City shall thereupon give written notice of default to the Company and allow the Company seven (7) calendar days from such notice to cure such default. After notice, the City shall have the right to terminate this Agreement by giving written notice to the Company of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. 3 If the City fails without cause to make payment when due, the Company may give written notice of the Company's intention to terminate this Agreement. If the Company fails to receive payment within ten (10) days after receipt of such notice by the City, the Company may give a second written notice and five (5) days after receipt of second written notice by the City, the Company may terminate this Agreement and recover from the City payment for services rendered. ARTICLE 6 CODE OF FEDERAL REGULATIONS COMPLIANCE The provisions of this contract are intended in all respects to comply with the terms of applicable Code of Federal Regulations, including 2 CFR 200 and Appendix II to Part 200 in all respects and this contract shall be interpreted in accordance with that intention. Thus, to the extent applicable, the Davis -Bacon Act, as amended, will be complied with to the extent applicable, although the parties do not believe that this contract is a "construction contract" subject to the terms of that Act. ARTICLE 7 NOTICES Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person or sent by certified mail, postage prepaid, although a copy may also be transmitted by electronic mail, as follows: As to the City: The City of Tybee Island ATTN: City Manager 403 Butler Avenue Post Office Box 2749 Tybee Island, Georgia 31328 dschleicher@cityoftybee.org As to the Company: Atkins North America, Inc. ATTN: Contract Administrator 1600 RiverEdge Parkway, NE, Ste. 600 Atlanta, Georgia 30328 www.atkinsglobal.com/northamerica Notices shall be addressed to the party or parties identified and at the address as set forth above, 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 4 X:\Clients\000572\0000.FORMS\STATE OF GEORGIA.docx 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 8 DISPUTE RESOLUTION If a dispute arises from or in connection with this contract, a party to the contract must not commence court or other proceedings relating to the dispute unless that party has participated in mediation in accordance with the paragraph below. This paragraph does not apply to an application for urgent interlocutory relief. A party to this contract, claiming that a dispute has arisen from the contract, must give a written notice identifying the nature of the dispute to the other party or parties to the contract. The parties must then participate in mediation in accordance with this Article. If the parties do not reach an agreement within seven (7) days of receipt of the notice to mediate or within a longer period agreed to in writing by them on the procedures to be adopted and a mediation of the dispute and a timetable for all steps in the process and the identity and fees of the mediator, then each party will appoint a mediator and those mediators shall select an additional mediator whose fees will be shared equally by the parties. The parties agree to participate in good faith in the mediation process as expeditiously as possible. In the event mediation is not successful, the parties or any party shall be entitled to pursue remedies through legal process in accordance with this Agreement and the laws of the State of Georgia. ARTICLE 9 INDEMNIFICATION Company agrees to indemnify and hold City, City's employees, and those for whom City may act as agent harmless from (1) any and all claims and liabilities for injuries or death of persons or damages to or destruction of property; (2) any other loss caused by or resulting from the negligent acts or omissions of Company, its agents, subcontractors, suppliers or employees in the performance of this order; or (3) direct damages or losses caused by any breach of this contract by Company. If Company's work hereunder involves operations by Company's agents, subcontractors, suppliers or employees on City's premises or any place where City conducts operations, Company shall take all necessary precautions to prevent the occurrence of any injury or damage to persons or property during the progress of such work. Further, Company shall indemnify, defend and hold City, City's employees, and those for whom City may act as agent harmless for any injuries occurring to Company's agents, subcontractors, suppliers or employees, except to the extent such injuries are caused in whole or in part by City, City's employees or those for whom City may act as agent, and Company shall maintain public liability, property 5 damage and employee's liability and compensation insurance sufficient to indemnify City from any claims under any applicable law, statute, or regulation. ARTICLE 10 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. ARTICLE 11 RIGHTS CUMULATIVE All rights, powers and privileges conferred hereunder shall be cumulative and not restrictive of those given by law. ARTICLE 12 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 13 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 14 TIME OF PERFORMANCE The Company's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the project. 6 ARTICLE 15 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. ARTICLE 16 NO ASSIGNMENT, NO THIRD PARTY BENEFICIARIES 12.1 This Agreement is a personal retention df the Company as an independent contractor. The Company must perform by its own forces and may not delegate, subcontract, assign, transfer, or otherwise obtain its performance cf this Agreement without the express written consent of the City. 12.2 Nothing herein shall be construed as corferring upon or giving to any person, other than the parties hereto, any rights or benefits under or by reason of this Agreement. ARTICLE 17 DRUG FREE WORKPLACE 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. 701 et seq. ARTICLE 18 PROHIBITED INTERESTS 16.1 Conflict of Interest. The Company and its subcontractors warrant that it presently has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner or degree with the performance of its services hereunder. The Company further agrees that, in the performance of the contract, no person having any such interest shall be employed. ,41 16.2 Interests of Public Officials. No member, officer, or employee of Cly )'S Georgia, during his tenure, shall have any interest, direct or indirect, in this contract or the proceeds thereof. 7 ARTICLE 19 DOCUMENTS COMPRISING CONTRACT a. City of Tybee Island's Request for Proposal and all its addenda and attachments issued on /N90t9P0- 3, 2 -of % 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. ARTICLE 20 STANDARD OF CARE Notwithstanding anything to the contrary in this contract or in any other contract document relating to the project, in performing its work under this contract Company shall perform its services to the standard of care of a reasonable professional that is performing the same or similar work, at the same time and locality and under the same or similar conditions faced by Company. Further, Company makes no warranty, express or implied, regarding its services or its work and expressly disclaims any warranties that might otherwise apply to its services or work. ARTICLE 21 MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES NOT WITHSTANDING ANYTHING TO THE CONTRARY, ON BEHALF OF THEMSELVES, THEIR GOVERNING OFFICERS AND EMPLOYEES, THE PARTIES WAIVE ALL CLAIMS AGAINST EACH OTHER FOR CONSEQUENTIAL LOSSES OR DAMAGES, AND PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, EXCESS CONSTRUCTION COSTS, ALTERNATIVE CONSTRUCTION MEANS OR METHODS, OR LOSSES OF FUNDING. 8 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. ATKINS NORTH AMERICA, INC. By: /2ft/ CITY OF TYBFF ISLAND, GEORGIA Name: a 734E/AA. J 180E/GK- Title: flee Piers JPiiisitwdd/crz Attest: L t' a Name: (49 g- Wrncoq Title: S CD2--[A4kNkt l- / vP AFFROV AS Ti FORM: Edward M. Hughes, City A 9 Name: c «Ktcti", 4-4 Title: Attest: �l� -� ,� A4-1---e—r-- Name: L c_I_-r. Name: Ja.,JG r Title: C l ev (G R Le. VsntEyc, of ea6L c. Jt SPECIAL STIPULATION Atkins North America, Inc. - Disaster Debris Monitoring for City of Tybee Island Public Roads and Areas and Rights of Way (2016-685) — NOT TO EXCEED $130,234.00 ATKINS AMERICA, INC. CITY OF TYBEE ISLAND 572/1034fAtkinsJAg Bement -1 12.01.16 Rev 12.05.16 10 1`n'dais