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HomeMy Public PortalAboutGEFA TEST AQUIFER.pdfREIMBURSEMENT AGREEMENT This Reimbursement Agreement (this "Reimbursement Agreement") is made this o=- day of , 2015 (the "Effective Date") by and between the Georgia Environmental Finance Authority, a public; corporation and instrumentality of the State of Georgia (the "Authority") and the City of Tybee Island, Georgia, a municipal corporation (the "City") (each a "Party" and collectively the "Parties"). WHEREAS, the Authority and the City entered into that certain Intergovernmental Agreement under date of November 13, 2014 (the "IGA") for the design, construction and installation of a certain water supply project known and designated as Project No. GEFA-SD12014-02 "Test of Deep Aquifer Production for Abatement of Saltwater Intrusion, Tybee Island. Georgia" (the "Project"); and WHEREAS, in accordance with Section 5 of the IGA and in furtherance of the Project, the Authority and the City desire by this Reimbursement Agreement to specify the process and procedure for reimbursement by the Authority of (1) the City's actual cost of removing Actual Impediments, as defined at Section 5 of the IGA, (2) the City's actual cost of Project site preparation related to Actual Impediments and (3) any required mitigation and replacement costs of the City for and related to any trees that are removed in connection with such Project site preparation. NOW, THEREFORE, for and in consideration of the premises, the public benefit and the public purposes furthered by the Project and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Authority and the City do hereby agree to the following terms and conditions of this Reimbursement Agreement. 1. Removal of Actual Impediments. In accordance with Section 5 of the IGA, the City will remove any and all Actual Impediments from the site of the Project and shall perform all Project site preparation work related to such Actual Impediments to the reasonable satisfaction of the Authority (collectively the "Site Preparation Work") and in accordance with the following conditions: (a) The City shall perform the Site Preparation Work in accordance with plans and specifications prepared and furnished by the Authority's consulting professional. (b) The City shall perform the Site Preparation Work in a manner that will minimize the removal of trees to the extent practicable. The Site Preparation Work shall include the removal of trees only to the extent that the removal of any tree is necessary for performance of the Site Preparation Work or performance of the work to be performed by the Authority's engineers or contractors for the construction of the Project. The Authority and the City have identified some trees that will likely need to be removed but that may be left in place until such time as more complete and detailed engineering and construction plans are available. At such time the City agrees to remove such additional trees to the extent necessary, and the Authority will be responsible for mitigation as provided in Section 2(b) below. (c) The City shall perform the Site Preparation Work in compliance with all laws, ordinances, regulations and rules of appropriate governmental authorities, including, but not limited to, laws, ordinances, regulations and rules related to and governing the procurement and competitive selection of contractors and other professionals. Page 1 of 5 (d) The City shall perform the Site Preparation Work in a timely, orderly and expeditious manner, but in any event the Site Preparation Work shall be completed on or before June 30, 2015. 2. Reimbursement Process and Procedure. The Authority will reimburse the City for certain costs related to the Site Preparation Work in accordance with the following conditions. (a) The Authority will reimburse the City for the actual cost of labor, supplies, material and use of equipment necessary for performance of the Site Preparation Work (the "Actual Cost"). Without limitation of the foregoing, the Actual Cost shall not include administrative or legal costs related to the Site Preparation Work. (b) In addition to reimbursement for the Actual Cost of the Site Preparation Work, the Authority will reimburse the City for any required mitigation and replacement costs for and related to any trees that are removed in connection with the Site Preparation Work (the "Mitigation Cost"). Reimbursement for any Mitigation Cost shall be computed at the rate of $50 per linear inch measured according to the largest diameter of the tree removed. (c) The Authority's obligation to reimburse the City for the total of the Actual Cost and the Mitigation Cost of the Site Preparation Work shall not exceed the total reimbursement amount of $75,000 (the "Reimbursement Limitation"). The Authority shall have no obligation to reimburse the City for any cost related to the Site Preparation Work in excess of the Reimbursement Limitation. Neither the Reimbursement Limitation nor any other term or condition of this Reimbursement Agreement shall limit the City's obligation to perform and complete the Site Preparation Work. The City shall be responsible for, and shall pay all cost of, the Site Preparation Work in excess of the Reimbursement Limitation. (d) The City shall submit all requests for reimbursement ("Reimbursement Requests") substantially in accordance with the form attached as Exhibit A. All Reimbursement Requests shall include copies of invoices, bills and other supporting documentation as may be required by the Authority. Reimbursement Requests may be submitted every thirty (30) days with no less than an interval of thirty (30) days between each Reimbursement Request. (e) Provided that the Reimbursement Request is submitted in the proper format with sufficient supporting documentation and is otherwise correct and valid in all material respects, the Authority will pay to the City the total amount set forth in the Reimbursement Request within thirty (30) days after receipt by the Authority of the Reimbursement Request. To the extent that Tybee plans to use its own labor and equipment, the invoice shall include a rate sheet for such labor and equipment outlining rates no less favorable to GEFA than the best rates that Tybee charges when performing work on a reimbursable basis for third parties. (f) The City's final Reimbursement Request shall be marked "F1NAL" and shall be paid by the Authority within thirty (30) days after the Authority's consulting professional shall have certified that the City has completed the Site Preparation Work in all material and substantial respects. Page 2 of 5 3. Term. The term of this Reimbursement Agreement shall begin on the Effective Date and shall end on the date that the Authority shall have paid the City's final Reimbursement Request, but in no event later than June 30, 2015. 4. References to IGA. Initially capitalized words and terms used but not otherwise defined in this Reimbursement Agreement shall have the respective meanings ascribed to such words and terms in the IGA. The recitals set forth in the IGA are incorporated into this Reimbursement Agreement by reference. The provisions of Sections 8 through Section 17 of the IGA are incorporated into this Agreement by reference, except and provided that the words "Agreement" and "hereunder' as such words may be used in Section 8 through Section 17 of the IGA shall be deemed to mean and refer to this Reimbursement Agreement. To the extent of any conflict between any term and condition of this Reimbursement Agreement and any term and condition of the IGA, the prevailing term and condition of this Reimbursement Agreement shall control. 1 [Signatures on following page] monna Page 3 of 5 IN WITNESS WHEREOF, the Authority, acting for and on behalf of the Department of Community Affairs and as the authorized agent of the Department of Community Affairs, and the City, by their respective officers authorized so to do, have executed this Reimbursement Agreement as of the Effective Date. GEORGIA ENVIRONMENTAL FINANCE AUTHORITY, as authorized agent of the DEPARTMENT OF COMMUNITY AFFAIRS Approved as to form: Edward M. Hughes, Cit Attomey . By: Name: d ilte-1 C-CAL?L' Title: 15,4 t NneidIV\-L%-5414 CITY OF TYBEE ISLAND, GEORGIA By: �� Name: isc 1 Title: .,, Page 4 of 5 Exhibit A Request for Reimbursement for Site Preparation Work From: City of Tybee Island To: Georgia Environmental Finance Authority Re: Reimbursable Site Preparation Work pursuant to the Reimbursement Agreement dated Period Ending Date: Itemized Description Dollar Amount 1. 2. 3. 4. 5. 6. Total: * To the extent that Tybee uses its own labor and equipment, please submit signed time cards and billing information consistent with the rate sheet previously provided to GEFA in accordance with the guidelines. * To the extent that third -party labor and equipment is used, please submit the associated invoices from third - parties showing that payment has been made. I CERTIFY THAT TO THE BEST OF MY KNOWLEDGE AND BELIEF, THIS REQUEST FOR REIMBURSEMENT IS IN ACCORDANCE WITH THE TERMS OF THE REIMBURSEMENT AGREEMENT AND THAT THIS AMOUNT HAS NOT BEEN PREVIOUSLY REQUESTED. SIGNA I UKE I yped Name and I itle Page 5 of 5 LAW OFFICES CALLAWAY, BRAUN, RIDDLE & HUGHES P.C. A PROFESSIONAL CORPORATION 301 WEST CONGRESS STREET REPLY TO: DANA F BRAUN SAVANNAH, GEORGIA 31401 POST OFFICE BOX 9150 R. KRANNERT RIDDLE --- SAVANNAH,GEORGIA31412 EDWARD {.i HUGHES TELEPHONE {912) 238-2750 THOMAS E BRANCH, III FACSIMILE 912) 238 2767 Voice Mail Extension -107 E-Mail—TBranchOcbrhlaw.com March 6, 2015 VIA EMAIL AND U.S. MAIL Ms. Jan LeViner City of Tybee Island Post Office Box 2749 Tybee Island, Georgia 31328 RE: Water Well File No. 572.14536.941 Dear Jan: I am enclosing the fully executed, original of the Reimbursement Agreement with GEFA by mail for your files. With kindest regards, I am Very truly yours, TEB/md Enclosure cc: Ms. Diane Schleicher, via email Thomas E. Branch, III