HomeMy Public PortalAboutResource & Land Consultants (RLC)
22 April 2013
City of Tybee Island
Attn: Ms. Diane Schleicher
403 Butler Avenue
Tybee Island,GA 31328
RE: Proposal to Conduct Environmental Services
Salt Meadows Road Improvements
Tybee Island,Chatham County,Georgia
Dear Ms.Schleicher:
At your request, Resource & Land Consultants provides this letter agreement to complete environmental
consulting services in association with the subject project located in Chatham County,Georgia.
This letter agreement is hereby offered between City of Tybee Island c/o Ms. Diane Schleicher (CLIENT) and
Resource& Land Consultants(CONSULTANT)in accordance with the provisions contained herein. Our services are
detailed in Section 1 of this document. Terms and conditions for services rendered will be executed in accordance
with Section 2 of this document. The Standard Terms and Conditions of the City of Tybee Island, attached hereto
and incorporated herein,are made a part of this Agreement and will control in the event of any inconsistency.
SECTION a: SCOPE OF SERVICES
A. Permit Coordination: CONSULTANT will complete the following tasks in association with Salt Meadows
Road Improvements.
Response to Public Notice Comments: CONSULTANT will finalize a response to public notice
comments, coordinate with CLIENT on any additional revisions, and provide any additional
information requested by the USACE.
401 Certification Coordination: CONSULTANT will coordinate with the GADNR-EPD as necessary
to obtain the 401 certification for the project.
Coastal Marshlands Protection Meeting: CONSULTANT will coordinate with the GADNR, provide
any additional information requested by the GADNR, attend the CMPC meeting and present the
project to the CMPC committee
USACE Permit Coordination: Following receipt of the CMPC permit, CONSULTANT will provide
additional services as requested by the USACE prior to issuance of the USACE permit.
CONSULTANT proposes to provide services on a time and expense basis not to exceed Three thousand
five hundred dollars($3,500.00)in accordance with the attached Fee schedule.
RESOURCE +LAND
COrr
SECTION 2:TERMS&CON`S) mONS
A. Commencement of Work: Upon written notice to proceed via approval of this letter agreement by
CLIENT, CONSULTANT will begin work within fourteen (14) calendar days of receipt of executed letter
agreement. CONSULTANT will complete work in a timely and customary manner. However,federal and
state agencies and their review practices vary greatly, and no guarantees on final completion dates of
authorized tasks can be given by CONSULTANT.
B. Payment Schedule: Invoices for services rendered will be sent monthly for hourly contracts for work
completed within the previous thirty days in accordance with the attached fee schedule. Invoices for fee-
based contracts will be billed at the completion of the specified task or at other intervals as specified in
Section 1. Payment will be considered due upon receipt. Payments received after thirty(30) days of the
invoice date will be considered overdue,and interest charges will be added on unpaid balances at the rate
of eighteen percent (18%) per annum. Work will automatically cease on any projects where unpaid
balances exceed sixty(60)days. Special billing and payment schedules may be arranged at the request of
the CLIENT. CLIENT agrees to pay any and all costs incurred by CONSULTANT in the collection of any
amount due and unpaid by CLIENT,including reasonable attorney's fees.
C. CLIENT's Responsibilities: Execution of this letter agreement serves as authorization for right of entry to
subject property. CLIENT insures that CONSULTANT has permission to enter subject properties to perform
duties associated with the completion of the scope of work specified in Section 1. CLIENT hereby
indemnifies CONSULTANT and agrees to assume all liability associated with any disputes or legal actions
that may result from CONSULTANT performing authorized work at the designated project site.
D. CONSULTANTr°s Responsibilities: The professional services performed in association with this letter
agreement shall be conducted in accordance with sound customary environmental consulting practices
and will incorporate federal,state, and local regulations and standards that are applicable at the time the
CONSULTANT rendered those services.
CONSULTANT will strive to perform services authorized by this letter agreement in a manner consistent
with the level of skill ordinarily exercised by members of the profession currently practicing in the area
under similar conditions. No other representation,expressed or implied,and no warranty or guarantee is
included or intended as part of this letter agreement,or in any report,opinion,document,or otherwise.
E. Choice of Law/Jurisdiction: CLIENT and CONSULTANT hereby agree that this agreement and their
respective rights and obligations arising hereunder is to be governed by the laws of the State of Georgia,
without reference to the choice of law principles thereof. CLIENT and CONSULTANT hereby further agree
that the state or federal courts sitting in Chatham County,Georgia shall have exclusive jurisdiction to hear
any dispute arising under this agreement,and CLIENT hereby submits itself to personal jurisdiction of such
courts.
F. Cancellation or Suspension of Agreement: Either CLIENT or CONSULTANT may cancel this letter
agreement by notification in writing at least seven (7) days prior to termination. CLIENT may suspend
work by notifying CONSULTANT in writing at which time all services provided by CONSULTANT will cease.
Within (10) days of cancellation of letter agreement or suspension of services, all outstanding fees and
reimbursable expenses will be paid in full.
Page 12
SECTION 3: EXECUTION
This letter agreement in its entirety, including Section 1, Section 2, Section 3, and attached Fee Schedule dated
January 1,2013,represent the entire understanding between CLIENT and CONSULTANT with respect to the project
and may only be modified by written agreement signed by both parties.
If the terms and conditions of this letter agreement are acceptable, please sign and date in the spaces provided
and return the original to CONSULTANT. Please retain a copy for your records.
The services and fees specified in this proposal can be relied upon for a period of ninety(90)days from the date of
the letter, unless changed by CONSULTANT in writing. We are pleased that you have inquired about our services
and we look forward to helping you with your project.
Sincerely, /
r%
Alton Brow ,Jr.
Principal
Resource&Land Consultants J�
ACCEPTED: THIS Z3 DAY OF J Iiy ,2013
BY: - / i■-' TITLE: )14 O1
e Dp A ea_e.�O`ti 7`„ fc1L-�_
Q6c...."( -__t 07-)(c2.--(7-----i-,,.
I
cL� rc 01, Le, ..�.�A_
.-6_...__ c-1,1)(i tc--(___
c,(i - pq---(7---au\--e---5
Page 13
• SUMMARY:
Salt Meadows Road Improvement Proposed
Task Company Amount Time&Expense/Lump
Sum
A. Permit Coordination RLC $3,500.00 Time&Expense
TOTAL PROPOSED CONTRACT: $3,500.00
• RLC RATES:
All time,including travel hours,spent on the project by professional,technical,and clerical personnel will be billed.The
following approximate ranges of hourly rates for various categories of personnel are in effect from January 1, 2013 to
December 31,2013:
Category Hourly Rate
Principal $155
Project Manager $105
Project Biologist $95
Field Technician $70
Clerical $55
Hourly rates will be adjusted annually to reflect changes in the cost-of-living index as published. Any contracts or work in
progress at such time will be billed at the new effective rate for all work yet to be performed. Unless otherwise stated,any cost
estimate presented in a proposal is for budgetary purposes only,and is not a fixed price.If it appears that due to factors beyond
the control of the CONSULTANT that the specified budget will be exceeded, the CLIENT will be notified prior to conducting
further work. Representation by CONSULTANT employees for judicial proceedings will be billed at 1.5 times standard published
rate.
• EXPENSES:
Travel expenses necessary for the execution of the project,including highway mileage in company or personal vehicles,will be
charged at the published IRS standard allowable rate. Additionally,it may at times become necessary for the execution of this
agreement for CONSULTANT to hire certain third party subcontractors because of a need for special expertise or skills they may
possess. CLIENT hereby acknowledges that this may become necessary and agrees to pay CONSULTANT,in addition to other
fees and costs outlined herein,any fees associated with the hiring and retention of such subcontractors deemed necessary in
the sole judgment of CONSULTANT.
The following expenses will be billed at direct cost:
• Accommodations,meals.
• Postage and shipping/courier services.
• In-house printing and reproduction.
• Out-sourced printing,copying,reproductions.
• Equipment and supplies necessary to complete specific project,including rental fees.
Page 14
•
City of Tybee Island
TERMS AND CONDITIONS
DEFINITIONS. 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. Each shipment received by Buyer from Seller shall be deemed to be only
upon the terms and conditions contained in this order, except by such written
instrument modifying the order, signed by Buyer, notwithstanding any terms and
conditions that may be contained in any acknowledgment, invoice, or other form
issued by Seller and notwithstanding Buyer's act of accepting or paying for any
shipment, or similar act by Buyer.
PRICES. Seller represents that the prices, terms, warranties, and benefits contained
in this order are comparable to or better than 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, more favorable terms, more
favorable warranties, or more favorable benefits up to one year after completion of
this order.
PACKING AND SHIPPINZ. All items shall be suitable packed and prepared for
shipment to insure their safe transportation, to secure the lowest transportation cost,
and to comply with the requirements of carriers. Buyer's order number shall appear
on all documents and correspondence relating to these items. Packing lists shall
accompany the items and shall include the order number, Buyer's part number,
Seller model number, description of items shipped and any other information called
for in the order. Buyer's count or weight shall be final and conclusive on shipments
not accompanied by a packing list. Seller shall be liable for all excess transportation
Page 1 of 4
or other charges resulting from Seller's failure to comply with Buyer's packing,
shipping, routing and delivery instructions.
DELIVERY. Any delivery 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. Seller shall not make material commitments or production arrangements in
excess of the amount or in advance of the time necessary to meet Buyer's delivery
schedule. It is Seller's responsibility to comply with this schedule, but not to
anticipate Buyer's requirements. In addition to any other rights or remedies, Buyer
may cancel all or any part of this order for Seller's failure to deliver in strict
accordance with the delivery terms set forth herein. Seller shall promptly notify
Buyer of any anticipated delay in the delivery date and Buyer may require Seller to
ship by alternate means in order to expedite delivery. Any additional costs shall be
paid by Seller and Seller shall be liable for all resulting damages to Buyer occasioned
by the delay. Delivery shall not be deemed to be complete until the items have been
received and accepted by Buyer. Advance and excess shipments may at Buyer's
option be rejected and returned to Seller at Seller's expense.
TRANSPORTATION. Except as otherwise provided on the face of this order,
transportation charges on Supplies shall be f.o.b. destination, at Seller's sole cost
and expense. Risk of loss from any casualty to supplies ordered hereunder,
regardless of cause, shall be Seller's responsibility until goods have been delivered to
Buyer's designated delivery post. No insurance or premium transportation costs
beyond the price listed in this order will be allowed unless authorized by Buyer in
writing. If Seller does not comply with Buyer's delivery schedule, Buyer may, in
addition to any other rights that Buyer may have under this order, require delivery
by fastest way, and charges resulting from the premium transportation must be fully
prepaid and absorbed by Seller.
WARRANTY. Seller warrants that all supplies delivered pursuant to this order shall
strictly conform to the applicable specifications (including without limitation
information or functional performance, material content, size, appearance, response
time, etc.), shall be free from all defects and workmanship in materials including
latent defects, shall be free from defects in design and suitable for their intended
purpose, and shall be free from all claims, encumbrances, and liens. This warranty
shall survive inspection, delivery and payments shall run to Buyer, its successors,
assigns and the users of the items and shall not be deemed to be exclusive. Seller
agrees to indemnify, defend and hold Buyer, Buyer's employees, and those for whom
Buyer may act as agent, harmless from all damages, including consequential and
incidental damages, incurred or sustained by Buyer by reason of any breach of any
warranty with respect to the supplies purchased. Buyer shall be promptly
reimbursed for all expenses incurred in the handling, inspection and return of
defective items, and Seller shall bear the risk of loss on all such items. If any of the
supplies are found at any time prior to acceptance to be defective in material or
workmanship, or otherwise not in conformity with the requirements of this order,
Buyer (in addition to any other rights which it may have under warranties or
otherwise) may at its option (1) correct or have corrected the nonconformity at
Seller's expense, or (2) reject and return such supplies or other deliverable items at
Page 2 of 4
Seller's expense, such supplies or other deliverable items not to be replaced without
suitable written authorization from Buyer.
CHANGES. Buyer may at any time request in writing changes to this order in the
specifications, packing, shipment, quantities, delivery schedules, and other matters.
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 specifications,
packing, shipment, quantities, delivery schedules, and other matters 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 without the prior written consent of Buyer. 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 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 items completed and delivered to
Buyer 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 (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 acts or omissions of
Seller, its agents, subcontractors, suppliers or employees in the performance of this
order; (3) any Loss caused by or resulting from the supplies purchased under this
order, (4) any intended use of products or materials provided by Seller; (5) any
defective products or materials provided by Seller, including without limitation the
use or disposal of hazardous and/or toxic materials, such materials to include at
Page 3 of 4
minimum all materials recognized by the Environmental Protection Agency as
hazardous; or (6) any breach by Seller of any express or implied warranties. 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 necessary 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 terms
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 proposal
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.
APPLICABLE LAW. The provisions and performance of this purchase order shall be
governed by the laws of the 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.
Page 4 of 4