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HomeMy Public PortalAboutFC McColm 12/2017CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 1 of 8 Between City of Tybee Island, GA and F.C. McCohn Consulting, LLC Task Order Contract This is a non-exclusive contract Agreement effective as of December XX, 2017 between The City of Tybee Island [CLIENT], having its principal office at 403 Butler Avenue, Tybee Island, GA 31328 and F.C. McColm Consulting, LLC, a limited liability company chartered under the laws of the State of Florida, having its principal place of business at P.O. Box 12293, Tallahassee, FL 32317. The CLIENT requires the services of a qualified firm to perform certain professional services for the CLIENT'S projects at various locations. The CLIENT intends to engage F.C. MCCOLM CONSULTING, LLC to perform certain professional services related to the City of Tybee Island's hazard mitigation activities. The Assignment will have the following characteristics: On an as -needed basis, the CLIENT will issue Task Orders to F.C. MCCOLM CONSULTING, LLC describing the work required under this Agreement. In response, F.C. MCCOLM CONSULTING, LLC will prepare a scope of work and cost estimate which shall become part of the Task Order upon execution by both parties. In consideration of the mutual promises herein, F.C. MCCOLM CONSULTING, LLC and the CLIENT agree that the terms and conditions of this Agreement are the following: 1. BASIC SERVICES Scope. F.C. MCCOLM CONSULTING, LLC shall provide the Basic Services as described in individual Task Orders authorized in writing by the CLIENT. A sample Task Order form is provided in Schedule A. The Task Order format may be modified from time to time. F.C. MCCOLM CONSULTING, LLC's obligations under this Agreement are solely for the benefit of the CLIENT and no other party is intended to benefit or have rights hereunder. 1.1. Standard of Care. F.C. MCCOLM CONSULTING, LLC shall perform the professional services under this Agreement at the level customary for competent and prudent professionals performing such services at the time and place where the services are provided [Standard of Care]. These services will be provided by FC. MCCOLM CONSULTING, LLC and other professionals and individuals skilled in other technical disciplines, as appropriate. 1.2. Instruments of Service. F.C. MCCOLM CONSULTING, LLC is responsible for the professional quality, technical accuracy, timely completion, and the coordination of all instruments of its services including designs, drawings, specifications, reports [collectively called Service Instruments] and other services provided under this Agreement. 1.3. Applicable Codes. The Service Instruments will conform to the generally accepted codes and regulations applicable to the Project at the time of performance. 1.4. Subcontractors. Any subcontractors and outside associates of F.C. MCCOLM CONSULTING, LLC to be engaged by F.C. MCCOLM CONSULTING, LLC under this Agreement are limited to those identified in executed Task Orders or as the CLIENT specifically approves during the performance of a Task Order. 1.5. Request for Proposal and Response. The City had submitted a request for proposal for the services contemplated by this contract and F.C. McColm Consulting, LLC provided a response. All provisions herein are to be construed consistently with the request for proposal and the response by F.C. McColm Consulting, LLC. When conflicts arise, this contract shall govern. 2. ADDITIONAL SERVICES 2.1. Scope. F.C. MCCOLM CONSULTING, LLC will provide the Additional Services when authorized by the CLIENT in writing in a Task Order or amendment to a Task Order. 3. THE CLIENT's RESPONSIBILITIES Unless stated otherwise in Section 8 or in individual Task Orders, the CLIENT shall do the following in a timely manner: 3.1. The CLIENT'S Representative. The CLIENT will designate a representative having authority to give instructions, receive information, define the CLIENT's policies, and make decisions with respect to individual Task Orders. CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Between City of Tybee Island, GA and F.C. McColm Consulting, LLC Page 2 of 8 Task Order Contract 3.2. Project Criteria. Provide criteria and information as to the CLIENT's requirements for a Task Order, including objectives and constraints, space, capacity, scope of work, task assignments, and performance requirements, and any budgetary limitations to the extent known to the CLIENT. 3.3. Data. Provide all available information, including previous reports and any other data in the possession of the CLIENT relevant to a Task order. 3.4. Access. Arrange for F.C. MCCOLM CONSULTING, LLC to enter upon property as needed for completion of a Task Order. 3.5. Review. Respond to P.C. MCCOLM CONSULTING, LLC's request for decisions or determinations. 3.6. Meetings. Hold or arrange to hold meetings required to assist in the work required by a Task Order. 3.7. Project Developments. Give prompt written notice to F.C. MCCOLM CONSULTING, LLC whenever the CLIENT observes or otherwise becomes aware of any development that affects the scope or timing of F.C. MCCOLM CONSULTING, LLC's services. 4. PERIODS OF SERVICE 4.1. Time of Performance. Sections 4 and 5 anticipate the orderly and continuous progress of Task Orders through completion of each Task Order's scope of work. 4.2. Stan of Performance. F.C. MCCOLM CONSULTING, LLC will start the Services described in each Task Order upon authorization by the CLIENT. If the CLIENT gives authorization before signing a Task Order, F.C. MCCOLM CONSULTING, LLC shall be paid as if the services had been performed after both parties signed the Task Order. Task orders will only be valid if signed by the CLIENT's authorized representative. 4.3. Farce Majeure. If a force, event, or circumstance beyond F.C. MCCOLM CONSULTING, LLC's or the CLIENT'S control interrupts or delays F.C. MCCOLM CONSULTING, LLC's performance, the time of performance shall be equitably adjusted. 4.4. Term. This Agreement shall be in effect for three (3) years from date of execution, with an option for one (1) two (2) year renewal. 5. COMPENSATION 5.1. F.C. MCCOLM CONSULTING, LLC Services. Based upon the Scope of Services provided for in each Task Order issued pursuant to the Agreement and Fee Schedule (Schedule B), the CLIENT shall pay F.C. MCCOLM CONSULTING, LLC the amount stated in invoices issued for and in accordance with each Task Order for actual work performed and reimbursable expenses incurred during the period covered by the invoice. Invoices are payable by the CLIENT within 30 days after receipt of invoice. 6. GENERAL CONSIDERATIONS 6.1. Changes. By written and/or electronic notice at any time, the CLIENT may change Services required by a Task Order, provided such changes are within the general scope of the services contemplated by this Agreement. In such event, an equitable adjustment both in the compensation for and time of performance of the adjusted Task Order shall be made in writing prior to F.C. MCCOLM CONSULTING, LLC performing the changed services. Such changes can only be required by the CLIENT's authorized representative. 6.2. Confidentiality and Proprietary Information. F.C. MCCOLM CONSULTING, LLC will hold secret and confidential all information designated by the CLIENT as confidential [Confidential Information]; however, the parties recognize that the City is subject to the Georgia Open Records Act. F.C. MCCOLM CONSULTING, LLC will not reveal Confidential Information to a third party unless: 6.2.1. the CLIENT consents in writing; 6.2.2. the information is or becomes part of the public domain; 6.2.3. applicable law, regulation, court order or an agency of competent jurisdiction requires its disclosure; or 6:2:4. failure to disclose the information would pose an imminent and substantial threat to human health or the environment. CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 3 of 8 Between City of Tybee Islatt4 GA and F.C. McColm Consulting, LLC Task Order Contract 6.3. All specifications, technical information, and other information furnished to CLIENT by F.C. MCCOLM CONSULTING, LLC or developed by F.C. MCCOLM CONSULTING, LLC in connection with the work are, and will remain, the property of the CLIENT. 7.0. Disputes and Dispute Resolution. 7.1. Disputes. If a dispute or complaint [Dispute] arises concerning this Agreement, the CLIENT and F.C. MCCOLM CONSULTING, LLC will negotiate a resolution of the Dispute. Should negotiation be unsuccessful, mediation of the Dispute by a third party shall follow. Any time which elapses in attempting- to resolve the Dispute through either or both negotiation or mediation shall extend day -for -day any applicable statute(s) of repose or limitation of actions. 7.2. Negotiation. Following written notice of a Dispute, a minimum of one face-to-face meeting (or less if the Dispute is resolved) shall be held. 7.3. Mediation. If negotiation is unsuccessful; a mutually acceptable third party [Facilitator] having expertise in the subject of the Dispute shall be engaged to mediate the Dispute. The fee andexpenses of the Facilitator shall be shared equally by the parties to the Dispute. The parties may present evidence and arguments to the Facilitator. Unless the Facilitator and the parties agree otherwise, a minimum of one face-to-face meeting shall be held within the sixty-day period beginning on the date of the Facilitator's engagement. 7.3.1. Following the meeting or earlier if appropriate, the Facilitator shall report to the parties whether he believes the Dispute is resolvable through mediation. At that point the parties shall elect (a) to continue mediation, (b) replace the Facilitator and continue' mediation, or (c) end mediation. If the mediation is ended, the parties may litigate the 7.4. Venue. The parties agree that in the event any dispute is not resolved in accordance with the above procedures any civil action arising as a result of any such dispute shall be maintained only in a court located in Chatham County, Georgia or in the United States District Court for the Southern District of Georgia, Savannah Division and each Party hereto agreesto submit itself to any such court. 8.0. Interpretation. This Agreement shall be interpreted in accordance with the laws of Georgia. 9.0. Insurance. F.C. MCCOLM CONSULTING, LLC will maintain insurance against the following risks during the termofthe Agreement: 9.1. workers compensation in statutory amounts and employer's liability for F.C. MCCOLM CONSULTING, LLC's employees' project -related injuries or disease; 9:2. general liability and automobile liability each in the amount of $1,000,000 for personal injury or property damage to third parties which arises from F.C. MCCOLM CONSULTING, LLC's performance under this Agreement; and 9.3 .professional liability in the amount of $1,000,000 for legal obligations arising out of F.C. MCCOLM CONSULTING, LLC's failure to meet the Standard of Care. 10.0. Indemnification. 10.1. F.C. MCCOLM CONSULTING, LLC hereby agrees to indemnify and hold the CLIENT harmless from and against any and all losses, damages, settlements, costs, charges, or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, Liens, demands, obligations, actions, proceedings, or causes of action of every kind and character arising out of the negligent acts, errors, or omissions of F.C. MCCOLM CONSULTING, LLC or others for whose acts F.C. MCCOLM CONSULTING, LLC is responsible under this Agreement. 11.0. Limitation of Liability. Notwithstanding any other provisionof this Agreement and to the fullest extent permitted by law, the parties agree that neither the CLIENT nor F.C. MCCOLM CONSULTING, LLC shall be liable to each other for any special, indirect or consequential damages, whether caused or alleged to be caused by negligence, strict liability, breach of contract or warranty under this Agreement, Except for amounts for which indemnification is given by F.C. MCCOLM CONSULTING, LLC hereunder, in no event will F.C. MCCOLM CONSULTING, CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 4 of 8 Between City of Tyliee Is/and, GA and F.C. McCohrr Consulting, LLC Task Order Contract LLC's Iiability to the CLIENT, whether in contract, tort or any other theory of liability, exceed two times F.C. MCCOLM CONSULTING, LLC's fees for services from which the liability arises. 12.0 Successors.. This Agreement is binding on the successors and assigns of the CLIENT and F.C. MCCOLM CONSULTING, LLC. The Agreement may not be assigned in whole or in part to any third parties without the written consent of the CLIENT. 13.0. Independent Contractor F.C. MCCOLM CONSULTING, LLC represents that it is an independent contractor and is not an employee of the CLIENT. 14.0. Notices. Written notices may be delivered in person or by certified mail, or by facsimile, or by courier or by email. All notices shall be effective upon the date of receipt by the party. 15.0. Entire Agreement. This Agreement, including F.C. MCCOLM CONSULTING, LLC's Schedules, Attachments, and Task Orders executed pursuant to this Agreement, is the entire agreement between the CLIENT and the F.C. MCCOLM CONSULTING, LLC. Any prior or contemporaneous agreements, promises, negotiations or representations not expressly stated herein are of no force and effect. Any changes to this Agreement shall be in writing and signedby the CLIENT and F.C. MCCOLM CONSULTING, LLC. 16.0. Waivers and Severability: A waiver or breach of any term, condition, or covenant by a party shall not constitute a waiver or breach of any other term, condition or covenant. If any court of competent jurisdiction declares a provision of this Agreement invalid, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. 17.0. Termination, This Agreement may be terminated by either Party at will and without cause, at any time upon thirty (30) days prior written notice to the other Party, and shall remain in farce until so terminated. All information, data, materials, software and any other materials provided to the Party must be returned to the other Party upon termination of the Agreement. 18.0. Effective Date. This Agreement is effective on the date shown on the cover page. 19.0. SPECIAL PROVISIONS, EXHIBITS and SCHEDULES 19.1. Special Provisions. This Agreement is subject to the following special provisions: Duties and Responsibilities of F.C. MCCOLM CONSULTING, LLC. F.C. MCCOLM CONSULTING, LLC or its representatives may be on site duringthe various stages of the work to observe the progress and quality of the work and to determine, in general, if the work is proceeding in accordance with the intent of the Agreement. Visits and observations made by F.C. MCCOLM CONSULTING, LLC will not relieve other contractors of their obligation to conduct comprehensive inspections of the work, to furnish materials, to perform acceptable work, and to provide adequate safety precautions. Limitations of F.C. MCCOLM CONSULTING, LLC's Responsibilities. F.C. MCCOLM CONSULTING, LLC will not be responsible for other contractors' means, methods, techniques, sequences or procedures of the work, or the safety precautions, including compliance with the programs incident thereto. F.C: MCCOLM CONSULTING, LLC will not be responsible for contractors' or their subcontractor's failure to perform the work in accordance with their contract with the CLIENT or any other agreement. F.C. MCCOLM CONSULTING, LLC will not be responsible for the acts or omissions of contractors, their subcontractors or any other Contractors, or any of its or their agents or employees or any other persons at the site or otherwise performing any of the, work. 19.2..Schedules. The following Schedules are attached to and made a part of this Agreement: 19.3.. Schedule A Sanzple Task Order Form 19.4. Schedule 13 Fee Schedule Execution Authority. This Agreement is a valid andauthorized undertaking of the CLIENT and F.C. MCCOLM CONSULTING, LLC. The representatives of the CLIENT and F.C. MCCOLM CONSULTING, LLC who have signed below have been authorized to do so. CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Between City of Tybee Island, GA and F.C.McColm Consulting, LLC Page 5 of 8 Task Order Contract IN WITNESS. WHEREOF, the parties hereto have made and executed this Agreement as of the day and year shown on the cover page. City of Tyb :''I and ICLIE 1 F.C. MCCOLM CONSULTING, LLC Ailsae t %r By Title Witness By Title Witness CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 6 of 8 Between City of Tybee Island, GA and F.C. McColm Consulting. LLC Task Order Contract PROFESSIONAL SERVICES TASK ORDER Project Number --Task Order Number: 1 Subject to the Agreement between the City of Tybee Island, GA [the CLIENT] and F.0 McColm Consulting, LLC, effective December 28, 2017, the CLIENT hereby authorizes F.C. MCCOLM CONSULTING, LLC to perform services as specified in this Task Order and in accordance with the above mentioned Agreement. 1. Basic Project Information Project Name: City of Tybee Island I3MGP Application Development CLIENT Representative: George Shaw, Community Development Director F.C. MCCOLM CONSULTING, LLC Representative: Frank McColm, President 2. Scope of Services: F.C. MCCOLM CONSULTING, LLC shall perform its Basic and Optional Services as described in Attachment 1, Scope of Services, attached and incorporated into this Task Order. 3. Period of Service: The period of service shall be through December 31, 2018. 4. Compensation: F.C. MCCOLM CONSULTING, LLC's compensation under this Task Order is a not -to -exceed fee of $454,255.00. 5. This Task Order's Pricing Schedule is attached and incorporated as Attachment 2. 6. Special Conditions: Subcontractors: Subcontractors engaged in performance of the services contained in this task order may include Rostan Solutions, LLC and Thomas & Hutton. ISSUED AND AUTHORIZED BY: CITY OF By:�,, Title: Cjz' minty' ce,t\bilt ACCEPTED AND AGREED TO BY: F.C. MCCOLM CONS f�T,TLIVG, LLC By:, r p Title: i t -et ; it" --4 CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 7 of 8 Between City of Tybee Island, GA and F.C. McColm Consulting, LLC Task Order Contract PROFESSIONAL SERVICES TASK ORDER Project Number --Task Order Number: 1 Attachment 1 Scope of Services 1.) Scope of Services The professional services for this task order include the development of a comprehensive and eligible Hazard Mitigation Grant Program application package for residential elevation of up to 130 residential structures in the City of Tybee Island. This effort will include but may not be limited to: participating property data collection and review, benefit -cost analysis, project scoping, schedule development, development of residential elevation cost estimates, grant budget development, required environmental and historic preservation reviews, and addressing RFIs from GEMA/FEMA related to the submitted application. The scope of services will include one public meeting to explain the grant application development and submittal process to affected property owners and address any questions. CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 8 of 8 Between City of Tybee Island, GA and F.C. McColm Consulting, LLC Task Order Contract PROFESSIONAL SERVICES TASK ORDER Project Number --Task Order Number: 1 Attachment 2 Fee Schedule 1.) Pricing. The contractor shall submit monthly invoices for services completed in accordance with the below unit price schedule. Lump sum price per structure up to 20 structuress $4,175.00. Lump sum price per structure from 21-75 structures: $3,548.00 Lump sum price per structure from 76-130 structures: $3,193.00 The above unit prices per structure will each be reduced by $480.00 in the event that a structure has an existing elevation certificate that does not require updating. . 2:) Expenses and Travel. The amount identified in section 1 of the Fee Schedule is inclusive of all costs required to complete this task order.