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HomeMy Public PortalAboutCOTI Agreement 8-28-2020.pdfSTATE OF GEORGIA ) COUNTY OF CHATHAM ) INDEPENDENT CONTRACTOR AGREEMENT This Agreement, made and entered into this 2-5( day of 4.. woJ` 2020, by and between the City of Tybee Island, Georgia (hereinafter the "City") and AWR Strategic Consulting, LLC (hereinafter referred to as "AWR"). WITNESSETH: WHEREAS, the City is a Municipal Corporation in the State of Georgia; and WHEREAS, the City is in need of securing consulting services in connection with ongoing projects and operations and the timing of such projects, including securing grants in connection therewith is such that consulting services are appropriate by individual work orders given by proper authorization as is hereinafter provided; and WHEREAS, the City has previously worked with AWR in an independent professional consulting arrangement with numerous projects, including beach and dune projects requiring managerial and related activities; and WHEREAS, the City wishes to retain AWR for assistance in connection with securing grants for particular projects authorized by the Mayor and Council by individual work orders determined by particular scopes of work; and WHEREAS, the parties wish to enter into an Agreement whereby AWR will work with and on behalf of the City on a continuing consulting basis as an independent contractor; and WHEREAS, the parties wish to reduce their Agreement to writing; and 1 WHEREAS, in light of the professional nature of the services to be rendered and based on the history of prior projects and the experience AWR has secured in connection with working with the City, the procurement process need not apply for these sort of professional duties, services and experience; NOW, THEREFORE, in consideration of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows: AWR shall perform services including supervision, grant applications and securing and planning, consulting and for all work which can be developed under individual addendurns or work orders hereunder pursuant to the terms hereof. This Agreement shall be for a period of one year but will automatically be renewed for additional Twelve (12) month periods unless notice of election not to renew is provided by one party to the other at least Ninety (90) days prior to the anniversary date hereof for each of the three (3) succeeding Twelve (12) month periods. In the event notice of non -renewal is not provided, the full term of this agreement will be for three (3) successive Twelve (12) month periods. The foregoing terms are subject to the termination provisions of paragraph Ten (10) that either party may terminate this contract upon thirty (30) days written notice to the other party. 2. The scope of work for individual projects may be determined by written notice by the City Manager to AWR and to the Mayor and Council for matters on which the City seeks assistance, including the continuation of work on grant applications and authorized projects. Upon submittal of a written scope of work for a desired work order or a direction to perform services, the Mayor and Council shall have no less than Thirty (30) days within which to notify AWR and the City Manager not to perform the scope of work, work order or direction requesting performance 2 pending further review or additional communication with council or a possible determination by council that such work is not to be performed. Every authorization request for work shall contain an estimated cost for the proposed work and an estimated time line for completion. 3. AWR will report in writing or at a City Council meeting on the status of projects and work orders or directions issued pursuant to this Agreement to the City Manager and to the Mayor and Council as directed by the Mayor and Council or City Manager from time to time. Under this Agreement, AWR shall perform in a manner consistent with that degree of care and skill ordinarily exercised by consultants, managers or professional representatives currently practicing under similar circumstances at the same time and at the same or similar locality. All services performed shall be consistent with sound practices and shall incorporate compliance with federal, state and local codes, regulations and laws that are applicable at the time the consulting services are tendered. 4. Any supplies or materials needed for AWR to perform the functions outlined herein shall be purchased by and belong to the City; however, all of such purchases shall be approved by the City Manager or other authorized City official. Reasonable expenses for postage, copying and approved travel shall be reimbursed to AWR within thirty (30) days of the submission of an invoice. All travel anticipated must be approved in advance by the City Manager and any other expenses will be reimbursable only if the City, through the City Manager, authorizes such and agrees in writing that the City will be responsible therefor at least three (3) days prior to such expense being incurred. 5. AWR will respond within a reasonable period of time not to exceed forty-eight (48) hours to inquiries from authorized representatives of the City on issues relating to the projects and 3 as otherwise assigned and will provide advice, suggestions and consultation to City staff in connection with such projects. 6. It is understood between the parties that the City shall make all decisions concerning City personnel, City funds and budgeting and no expense chargeable to the City may be incurred by AWR without express prior authorization from the City Manager. AWR shall be authorized to hire other consultants, professionals, engineers, or other agents; however, any such person or entity shall be at AWR's sole expense. 7. Specifically authorized representatives of the City including the City Manager, City Attorney, and elected officials may initiate contact with AWR regarding inquiries in connection with any project or addendum under this Agreement. Confirmation of any request for AWR's services shall be made by any such employee or agent of the City in writing indicating that the request is made pursuant to this Independent Contractor Agreement. 8. AWR is retained only for the purpose and to the extent set forth in this Agreement and Robertson's relationship to the City shall be that of a independent contractor. As such, Robertson shall not be entitled to any retirement, health, or similar benefits which are available only to City employees. AWR shall indemnify and hold harmless the City and all of the City's personnel and elected officials and agents from and against any claims, damages, losses and expenses (including attorney's fees) arising out of or resulting from the performance of services provided that any such claim, damage, loss or expense is caused by the negligent act, omission, and/or strict liability of AWR, anyone directly employed by AWR or anyone for whose acts AWR may be liable. 4 9. AWR maintains insurance coverage as follows: commercial general liability; errors and omissions; and automobile liability insurance. The City should be named as an additional insured and/or the City may elect to be identified as the certificate holder in lieu of being an additional insured. 10. Notwithstanding any other provision hereof, either party may terminate this contract for any reason whatsoever, or for no reason at all, as the party may determine in its own discretion, upon thirty (30) days notice in writing to the other party. Notice as required in this paragraph or any other notices required or called for under this Agreement shall be directed as follows: To Robertson: To City: with a copy to: and to: Alan Robertson AWR Strategic Consulting, LLC PO Box 303 Tybee Island, GA 31328 Mayor Shirley Sessions Or Her Successor in Office City of Tybee Island Post Office Box 2749 Tybee Island, Georgia 31328 City Manger Post Office Box 2749 Tybee Island, Georgia 31328 Edward M. Hughes, Esq. Ellis Painter Ratterree & Adams PO Box 9946 Savannah, Georgia 31412 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seal the day and year first above written. City of Tybee Island, Georgia 5 APPROVED AS TO FORM: By: Attest. f� 16.)...p.%.01-4.-„/ Shirley Sessions', Mayor San LeViner AWR ST TEGIC CONSU By: t L/ Edward M. Hughes (, Attorney for City of Tybee Island, Georgia flan Robertson, PrinPci al The parties agree that the projects listed below are currently ongoing and will be and are a part of the contract as of the effective date Exhibit A Department of Community Affairs (DCA) Grant 6 AWR Strategic is the Project Manager for the $5 million grant awarded to the City by the DCA in August 2018. The deadline has been extended to April 30, 2021. Approximately 95% of the budget has been spent or is committed. Among the monies committed is $455,000 that will be applied to various other projects as the City's match to other grants. National Fish and Wildlife Foundation (NFWF) Grant AWR Strategic will be Project Manager for this project to study the Back River area of Tybee and develop a range of flood mitigation options for consideration by City Council. This project has a budget of $300,000 ($125,000 NFWF grant and $175,000 of the DCA grant) that encompasses the University of Georgia School of Engineering research groups. It is expected to take approximately 12-18 months to complete. US Corps of Army Engineers (USACE) Ship -Induced Wake Study AWR Strategic will be Project Manager for this project and coordinate with USACE on this study to examine the effects of the tsunami -like wakes created by freighter traffic on the north end of Tybee and develop a range of mitigation options for consideration by City Council. This project has a budget of $430,000 ($215,000 DCA grant as City's 50% share with balance funded from USACE). It is expected to take approximately 12-18 months. Department of Natural Resources Coastal Incentive Grant (DNR CIG) AWR Strategic will be Project Manager for this project and coordinate with Georgia Southern University and the DNA to monitor dune vegetation and to develop a Best Practices manual for DNR and National Oceanographic and Atmospheric Agency (NOAA) use with other coastal communities facing issues of coastal resilience, flooding, and storm events. The DNR has recommended our application to NOAA for funding. The project has a budget of $135,000 ($62,000 CIG grant and a $73,000 in -kind match) over 24 months, beginning October 1, 2020. Federal Emergency Management Agency (FEMA) Grant AWR Strategic will be Project Manager for this project, assisting the City Engineer and coordinating with an outside engineering firm to develop a Master Stormwater Management Plan for the City. This grant proposal has been submitted to FEMA and will be notified in September if awarded. The project has a budget of $255,000 ($190,000 FEMA grant and $65,000 DCA grant). It is expected to begin early 2021 and take approximately 18-24 months to complete. USACE 1037 Study AWR Strategic was Project Manager for the USACE beach nourishment project recently completed. In that role, they have become the City's representative in discussions with USACE about extending the existing Agreement that will end in 2024 or finding alternatives to construction and financing of future beach nourishments should the 7 current Agreement with USACE not be extended. Other Associated Projects AWR Strategic is working with City staff, principally the City Manager and City Engineer, as Project Manager on associated projects, including but not limited to: • Representing the City in working with University of Georgia, Georgia Southern, Georgia Tech, Skidaway Institute of Oceanography, and other schools on research projects • Representing the City in working with other State, Federal and Non-GMO agencies such as ASBPA, NAS, USFS, NASA, United States Geological Service (USGS), US Sustainability Directors Network (USSDN), and others • Identifying other grant opportunities and writing competitive grant proposals • DNR and USACE permitting • Other Project Management as required City of Tybee Island, Georgia By: Attest: ,rl * Shirley Sessions, Mayor 1%;;lner AWR ST TEGIC CONS By: APPRO D AS TO FORM: Edward M. Hughes V Attorney for City of Tybee Island, Georgia [11�ti1�" Ian Robertson, Principal 8