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AGREEMENT FOR DISASTER RECOVERY & FEMA PUBLIC ASSISTANCE
THIS AGREEMENT, made and entered into this 4th day of April, 2020, by and between The Tybee Island,
Georgia, hereinafter referred to as the Owner, and GOODWYN, MILLS & CAWOOD, INC., hereinafter
referred to as the Consultant.
WHEREAS, the Owner desires to have professional Consultant services and consultation performed
relative to General Disaster Recovery Work, which will consist of professional services for projects that do
not require preparation of construction documents for public bid;
NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter contained, the
Owner and Consultant do agree, each with the other, as follows:
ARTICLE 1. Basic General Disaster Recovery Services.
GMC shall provide management, administrative and legal support of program activities as needed to
recover costs under the Federal Emergency Management Agency’s Recovery Programs and assist with
project development. Services shall include:
• Phase I: Scoping and Planning
o Work with the owner to identify eligible & track costs that are eligible for
reimbursement (Related to COVID-19)
o Attend applicant briefings and kickoff meetings
o Attend site visits with FEMA and state representatives, as necessary
o Review procurement procedures for compliance with federal, state and local
procurement regulations
o Provide guidance with all document reporting requirements
• Phase II: Project Formulation & Project Worksheet Preparation
o Prepare and coordinate the development of summaries of documentation to support
Project Worksheets (PW’s) and versions submitted for the City
o Assist the City in responding to FEMA document requests and questions
o Provide technical support on documentations and compliance requirements, including
environmental issues, historical preservation issues, and strategic approaches to Section
404 and 406 mitigation grants
o Provide strategic assistance to address unique needs that are not satisfied by routine
disaster assistance programs and assist with FEMA reimbursement for Alternate and
Improved Projects
o Work with and provide oversight to departments as needed to assist the City through
the process
o Prepare the City personnel for meetings and attend meetings as needed with FEMA,
State and other funding agencies
o Attend periodic status meetings with the City.
• Phase III: Appeals and Closeout
o Review appropriate documentation for justification of project extension, if needed
o Review compliance with contracting requirements
o Review compliance with procurement regulations
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o Identify procedures to detect improper payments, expenses, and contracts that could
result in refunds of de-obligations
o Reconcile all Large Projects and prepare closeout packages for FEMA
ARTICLE 2. Partners
GMC will be partnering with Baker Donelson as part of the recovery team serve as needed in the
following capacity:
• Legal Guidance
• Interpretation of FEMA policies
• Appeals
ARTICLE 3. Responsibilities of the Owner
OWNER agrees to provide CONSULTANT with complete information concerning the requirements of the
project and to perform the following services:
3.1 The Owner shall provide all criteria and complete information as to the Owner’s requirements for
the Project and shall furnish all design and construction standards which the Owner will require
to be included in any reports.
3.2 The Owner will assist the Consultant by placing at the Consultant’s disposal all available
information pertinent to the Project.
3.3 Hold promptly all required meetings, serve all required notices, fulfill all requirements necessary
in the development of the project, and pay all costs incidental thereto.
3.4 The Owner shall arrange for access to and make all provisions for the Consultant to enter upon
public and private property to perform surveying, testing and other data collection as required
for Consultant to perform services under this Agreement. Owner shall appoint and designate in
writing a person to act as Owner’s site access representative for such purpose, and shall include
contact information for the individual so designated. Owner agrees to hold the Consultant
harmless from any and all claims, actions, damages and costs, including but not limited to
attorneys fees, arising from Owner’s arrangements and provisions for access to property.
3.5 Designate, in writing, a single person to act as OWNER's Representative with respect to the work
to be performed under this agreement. The person designated as Representative shall have
complete authority to transmit instructions and to receive information with respect to the work
covered by this agreement.
3.6 The Owner shall provide such accounting; independent cost estimating and insurance counseling
services as may be required for the Project. The Owner shall also provide such legal services as
the Owner may require or the Consultant may reasonably request with regard to legal issues
pertaining to the Project that must be resolved in order for the Consultant to carry out its
obligations under this Agreement. It is expressly understood and agreed that the Consultant itself
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shall not furnish or render any legal opinions or legal interpretations as to matters of law or
application of law.
ARTICLE 4. Compensation
4.1 For General Consulting Services, OWNER will pay CONSULTANT based on an hourly basis as set
forth in Exhibit “A”, Goodwyn, Mills and Cawood, Inc. Rate and Fee Schedule, which is attached
herein. Exhibit “A” shall be periodically amended, as mutually agreed, to reflect changes in
Goodwyn, Mills and Cawood, Inc. Rate and Fee Schedule. Fees shall be paid in monthly
installments.
4.2 Invoices are due and payable within 30 days of receipt. If Owner fails to make any payment due
Consultant for services and expenses within 30 days after receipt of Consultant’s invoice therefore, the
amounts due Consultant will be increased at the rate of 1.5% per month (or the maximum rate of
interest permitted by law, if less) from said thirtieth day. In addition, Consultant may, after giving seven
days written notice to Owner, suspend services under this Agreement until Consultant has been paid in
full all amounts due for services, expenses, and other related charges. Payments will be credited first to
interest and then to principal.
ARTICLE 5. Relationship of the Parties
5.1 The parties intend that this Agreement create an independent contractor relationship between
them. The Consultant is a professional corporation and is not an agent or employee of Owner for
any purpose. The Consultant cannot and will not represent that he has the authority to bind
Owner in any contractual manner. Nevertheless, with regard to the bidding and construction
phases, it is understood that Consultant may serve as the Owner’s representative with full
authority to participate therein as designated in Article 1, above.
5.2 Neither party is to represent to others that the relationship between them is other than as stated
above.
5.3 Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement
to anyone other than the Owner and the Consultant, and all duties and responsibilities
undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Owner
and the Consultant and not for the benefit of any other party.
5.4 The Owner and the Consultant each is hereby bound and the partners, successors, executors,
administrators, legal representatives and assigns (to the extent permitted by Paragraph 6.5
below) are hereby bound to the other party to this Agreement and to the partners, successors,
executors, administrations, legal representatives and said assigns of such other party, in respect
of all covenants, agreements, and obligations of this Agreement.
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5.5 Neither the Owner nor the Consultant shall assign, sublet or transfer any rights under or interest
in this Agreement without the written consent of the other, except to the extent that any
assignment, subletting or transfer is mandated or restricted by law. Unless specifically stated to
the contrary in any written consent to an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under this Agreement. Nothing contained in this
paragraph shall prevent the Consultant from employing such independent professional
associates, consultants, subcontractors, and vendors as the Consultant may deem appropriate to
assist in the performance of services hereunder.
5.6 Consultant may employ such independent professional associates, consultants, subcontractors,
and vendors as the Consultant may deem appropriate to assist in the performance or furnishing
of services under this Agreement. Consultant shall not be required to employ any consultant
unacceptable to Consultant.
5.7 Consultant agrees to indemnify, defend and save Owner, its officers, agents and employees
harmless from any and all claims for losses, liabilities, damages, claims, demands, suits, actions,
proceedings, and expenses, including court costs and reasonable attorney's fees arising from the
negligent acts or omissions of the Consultant. Likewise, Owner agrees to indemnify, defend and
save Consultant, its officers, agents and employees harmless from any and all claims for losses,
liabilities, damages, claims, demands, suits, actions, proceedings, and expenses, including court
costs and reasonable attorney's fees arising from the negligent acts or omissions of Owner.
ARTICLE 6. Ownership and Use of Project Documents
6.1 All documents are instruments of service in respect to the Services, and Consultant shall retain an
ownership and proprietary property interest therein (including the right of reuse at the discretion
of the Consultant) whether or not the Services are completed.
6.2 Copies of documents that may be relied on by Owner are limited to the printed copies (also known
as hard copies) that are signed or sealed by the Consultant. Files in electronic media format of
text, data, graphics, or of other types that are furnished by Consultant to Owner are only for
convenience of Owner. Any conclusion or information obtained or derived from such electronic
files will be at the user’s sole risk.
6.3 Owner may make and retain copies of documents for information and reference in connection
with the services by Owner. Such documents are not intended or represented to be suitable for
reuse by Owner or others on extensions of the services or on any other project. Any such reuse
or modification without written verification or adaptation by Consultant, as appropriate for the
specific purpose intended, will be at Owner’s sole risk and without liability or legal exposure to
Consultant or to Consultant’s consultants. Owner shall indemnify and hold harmless Consultant
and Consultant’s consultants from all claims, damages, and expenses including attorneys’ fees
arising out of or resulting therefrom.
6.4 In the event of a discrepancy between the electronic files and the hard copies, the hard copies
govern.
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6.5 Any verification or adaptation of the documents for extensions of the services or for any other
services will entitle Consultant to further compensation at rates to be agreed upon by Owner and
Consultant.
ARTICLE 7. Liability and Indemnity
7.1 The Consultant will not be responsible for delays, disruptions or obstacles attributable to acts of
God, acts of third parties, weather, intervention of public authorities, work stoppages, changes in
the applicable laws or regulations after the date of commencement of performance hereunder
and any other acts or omissions or events which are beyond the control of the Consultant.
7.2 Owner may not utilize Consultant’s cost estimate after thirty calendar days from the date of
delivery to Owner without Consultant’s written consent. Estimates of cost are made on the basis
of the Consultant’s experience, qualifications, and professional judgment, but since Consultant
has no control over the cost of labor, materials, equipment or services furnished by others, or
over competitive bidding or market conditions, Consultant cannot and does not guarantee or
warrant that proposals, bids or actual construction costs will not vary from estimates of probable
costs prepared by Consultant. Approvals, recommendations, estimates and decisions by the
Consultant are made on the basis of the Consultant’s experience, qualifications, and professional
judgment and are not to be construed as warranties or guarantees.
7.3 In no event shall either party to this Agreement be liable to the other for special, indirect,
incidental or consequential damages, whether or not such damages were foreseeable at the time
of the commencement of the work under this Agreement. Except for claims made pursuant to
5.7 above, Consultant's liability to Tybee Island shall not exceed the contract price for the specific
goods and services upon which the claim is based.
7.4 Any and all liability resulting from conditions not created or caused to be created by the
Consultant shall be the liability of the Owner.
ARTICLE 8. Termination
8.1 This Agreement shall be subject to termination by either party hereto, with or without cause,
upon twenty (20) days advance notice in writing. Payment due Consultant at such time shall be
computed upon applicable terms of Article 4, the amount of work completed by Consultant as of
the termination date and Consultant’s reasonable cost of winding down its services after
termination.
ARTICLE 9. Insurance
9.1 The Consultant shall take out and maintain, and shall require any subcontractor to take out and
maintain, throughout the period of this Agreement, including any work or service conducted as a result
of said Agreement, insurance of the following minimum types and amounts to protect the Consultant
and Owner:
9.1.1 Commercial General Liability Insurance, including Contractual Liability,
Completed/Products, and Contractors Protective Liability, if subcontractors are used, withlimits
for Bodily Injury, including Death and Property Damage, in the amount of $1,000,000 each
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occurrence and $2,000,000 General Aggregate and Products/Comp Aggregate. The City of Tybee
Island should be named as an ADDITIONAL INSURED as per CG20 10 or equivalent and per CG20
37 or equivalent.
9.1.2 Automotive Liability including Owned, Non-owned and Hired Vehicles: Limits for Bodily
Injury in the amounts of $1,000,000 each person, $1,000,000 each occurrence, and property
damage $1,000,000 each occurrence. The City of Tybee Island should be named as ADDITIONAL
INSURED on the auto policy per CA 20 48 or equivalent.
9.1.3 Worker’s Compensation Statutory limits for State(s) in which work will be performed,
including Employers’ Liability of $500,000 each accident, $500,000 disease-each employee and
$500,000 disease-policy limits.
9.1.4 Professional Liability insurance with limits of $1,000,000 in the aggregate covering
Consultant against all sums which Consultant may become legally obligated to pay on account of
any professional liability arising out of the performance of this Agreement.
9.2 Certificates
Consultant agrees to provide Owner with certificates of insurance evidencing the above described
coverage prior to the start of Services, and annually thereafter. Such certificates shall provide that the
applicable insurance policies have been endorsed to provide a minimum of thirty days advance notice to
Owner in the event of cancellation, non-renewal, or reduction in limits by endorsement.
ARTICLE 10. Miscellaneous
10.1 This Agreement represents the entire and integrated Agreement between the Owner and
Consultant and supersedes all prior negotiations, representations or agreements, whether
written or oral. This Agreement may only be amended, supplemented or modified by written
instrument executed by both the Owner and the Consultant.
10.2 It is understood and agreed by the parties hereto, that if any part, term or provision of this
Agreement is held by any court of competent jurisdiction to be illegal or in conflict with any
applicable law, the validity of the remaining portion or portions of this Agreement shall not be
affected and the rights and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term, or provision held to be invalid.
10.3 It is expressively understood and agreed that the indemnity and insurance obligations of this
Agreement, as well as the Consultant’s proprietary interest in its Consulting plans and
specifications, shall survive the termination of this Agreement under Article 8 above as well as the
completion of services under this Agreement.
10.4 This Agreement is to be governed by the laws of the State of Georgia.
WHEREFORE, the undersigned, by their signatures, certify that they have carefully read this
Agreement, understand the terms and conditions contained herein, have proper authority to execute this
Agreement, and do so as their own free act:
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OWNER: CONSULTANT:
City of Tybee Island GOODWYN, MILLS & CAWOOD, INC.
By: By:
____________________________________________ _____Robert Ramsey_________________
Title: Title: VP Disaster Recovery
Attest: Attest:
________________________________________ _Courtney Reich, VP, Coastal GA________
Name and Title
Exabit A:
HOURLY RATE SCHEDULE
PRICING
To the extent that the Tybee Island, Georgia requests GMC’s assistance, the following positions and hourly rates
shall apply. The fees for these services will be provided on time and materials basis plus reasonable expenses
directly related to the services furnished under the resulting agreement. Non-labor expenses shall be invoiced as
follows: 1) travel expenses including airfare and car rental shall be invoiced at cost, without mark-up; 2) lodging shall
be invoiced up to the per diem rate according to the GSA rates established at www.gsa.gov; 3) meals and incidentals
shall be invoiced at the GSA per diem rate (no receipts are required); 4) mileage shall be invoiced at the federally
published rate; 5) other expenses as may be applicable to the project and preapproved by GMC and the city shall be
invoiced at cost, without mark-up.
Hourly Rate Schedule for Disaster Recovery and FEMA Public Assistance Labor Category Hourly Labor Rate
Senior Attorney $365.00
Junior Attorney $275.00
Paralegal Case Assistant $210.00
Subject Matter Expert $ 220.00
Program Manager $ 190.00
Project Writer $ 125.00
Data Manager $ 100.00
Closeout Specialist $ 120.00 Not to Exceed $30,000.00