HomeMy WebLinkAboutNOVA ENGINEERING AND ENVIRONMENTAL LLC REYNOLDS STREET PARKING DECK AGREEMENT FOR
INSPECTIONS CONSULTANT SERVICES
BETWEEN
Augusta, Georgia, a political subdivision of the State of Georgia
Acting by and through the
Richmond County Commission
Hereinafter Referred to as Owner
AND
NOVA ENGINEERING AND ENVIRONMENTAL, LLC
Hereinafter Referred to as Inspections Consultant
DATE: September 8, 2010
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AGREEMENT FOR INSPECTIONS CONSULTANT SERVICES
TABLE OF CONTENTS
Page
Article 1 Definitions 03
Article 2 Relationship of the Parties 04
Article 3 Basic Services 05
Article 4 Compensation 6
Article 5 Period of Services 07
Article 6 Owner's Responsibilities 7
Article 7 Additional Services 8
Article 8 Notices 8
Article 9 Insurance 8
Article 10 Indemnification 09
Article 11 Termination of Agreement 09
Article 12 Dispute Resolution 11
Article 13 Successors /Assignment/Third Parties 11
Article 14 Ownership of Documents/
Confidential Information 11
Article 15 Additional Provisions 12
Exhibit A Schedule of Services Al
Exhibit B Reimbursable Expenses B1
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AGREEMENT FOR
INSPECTIONS AND CONSTRUCTION MATERIALS TESTING SERVICES
AGREEMENT made this 8th day of September, 2010, BETWEEN the Owner: Augusta, Georgia, a
political subdivision of the State of Georgia, acting by and through the Richmond County Commission;
and the Inspections and Materials Testing Consultant: NOVA Engineering and Environmental hereinafter
referred to Inspections Consultant, for Consulting Services in connection with the Project known as:
Reynolds Street Parking Deck.
The Construction Program Manager for the Project is: Heery International, Inc.
The Owner and the Inspections Consultant agree as set forth below:
ARTICLE 1
DEFINITIONS
The following words and phrases where appearing in initial capitalization, shall for the purposes of this
Agreement have the following meanings:
1.1 PROJECT. The Project shall be special inspections and construction materials testing work
associated with construction and associated work, as described herein, for the new Reynolds
Street Parking Deck.
1.2 SERVICES. The Services to be performed by the Inspections Consultant under this
Agreement shall consist of the Basic Services and any Additional Services both as defined
herein.
1.3 BASIC SERVICES. Basic Services shall consist of the Inspections services as described in
Article 3 and as indicated and specifically designated in Exhibit "A" to be performed and
provided by the Inspections Consultant under this Agreement in connection with the Project.
1.4 ADDITIONAL SERVICES. Additional Services shall consist of the Inspections services agreed
to be performed by the Inspections Consultant in connection with the Project but which are not
specifically designated as Basic Services in Article 3 or Exhibit "A ".
1.5 PROJECT DOCUMENTS. The Project shall be completed in accordance with the following
Project Documents which were prepared or approved by the Owner prior to the execution of
this Agreement between the Inspections Consultant and the Owner:
1. Construction Documents, prepared by Architect.
1.6 CONSTRUCTION CONTRACT DOCUMENTS. The Construction Contract Documents consist
of the plans and specifications prepared by the Design Consultant, and any addenda and
change orders thereto, the Owner's Project Manual documents such as the Conditions of the
Contract, Contract Forms, Bidding Requirements, etc., and the Owner- Contractor agreement,
all of which shall be compatible and consistent with this Agreement and the
Owner /Construction Program Manager Contract.
1.7 CONTRACTOR. The Contractor is the person or entity which enters into an agreement with
the Owner to perform the construction of or any construction on the Project, including, without
limitation, the providing of labor, materials, and equipment incorporated or to be incorporated
into the Project. The term "Contractor" means the Contractor or its authorized representative,
but excludes the Construction Program Manager and the Inspections Consultant.
1.8 BASIC SERVICES COMPENSATION. Basic Services Compensation shall be the time spent
fee designated in Article 4 to be paid by the Owner to the Inspections Consultant in connection
with the performance of the Basic Services by the Inspections Consultant.
1.9 ADDITIONAL SERVICES COMPENSATION. Additional Services Compensation shall be the
fees determined in accordance with Article 7 to be paid by the Owner to the Inspections
Consultant in connection with the performance of Additional Services.
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1.10 REIMBURSABLE EXPENSES. Reimbursable Expenses are those actual, pre- approved
expenditures made by the Inspections Consultant and its employees in the interest of the
Project. A list of approved reimbursable rates is included in Exhibit B to this Agreement.
1.11 OWNER/CONSTRUCTION PROGRAM MANAGER CONTRACT. The Owner /Construction
Program Manager Contract is the agreement between the Owner and the Construction
Program Manager dated Mav 6, 2004 for the performance of construction program
management services on the Project.
1.12 DESIGN CONSULTANT. Thompson, Ventulett, Stainback, and Associates, Inc., the
architect/engineer hired by the Owner.
ARTICLE 2
RELATIONSHIP OF THE PARTIES
2.1 INSPECTIONS CONSULTING SERVICES. The Inspections Consultant shall provide
professional building construction Inspections and materials testing consulting services for the
Project in accordance with the terms and conditions of this Agreement. The Inspections
Consultant's performance of services shall be as professional consultant to the Owner to carry
out the activities of Building Inspections and to provide the technical documents and
supervision to achieve the Owner's Project objectives.
2.2 COMMUNICATIONS. The Inspections Consultant understands that the Owner has entered
into a separate contract with an architect - engineer. The Inspections Consultant agrees to
communicate, through the Construction Program Manager, with the architect and their
consultants, on matters pertaining to building systems.
2.3 OWNER REPRESENTATION. The Construction Program Manager is under separate contract
with the Owner to provide construction program management services. The Construction
Program Manager has no Inspections responsibilities of any nature. None of the activities of
the Construction Program Manager supplant or conflict with any other services and
responsibilities customarily furnished by the Inspections Consultant in accordance with
generally accepted Inspections practices except as otherwise modified by this Agreement.
The Inspections Consultant understands and agrees that the Construction Program Manager
is the Owner's exclusive representative to the Inspections Consultant, Contractor and Design
Consultant insofar as this Agreement is concerned. All instructions by the Owner to the
Inspections Consultant relating to services performed by the Inspections Consultant will be
issued or made through the Construction Program Manager. All written communications of the
Inspections Consultant to the Owner shall be issued or made through the Construction
Program Manager unless the Construction Program Manager shall otherwise direct. The
Construction Program Manager shall establish procedures, consistent with this Agreement, to
be followed by the Inspections Consultant and Contractor and to call periodic conferences to
be attended by the Inspections Consultant, Contactor, and /or Design Consultant, throughout
the term of this Agreement.
2.4 The Inspections Consultant understands and agrees that it is not a third party beneficiary of
any contract between the Owner and the Construction Program Manager or of their
performance thereunder; nor is Inspections Consultant a third party beneficiary of any contract
between the Owner and the Design Consultant. Inspections Consultant waives any rights,
claims or causes of action it may have as an alleged third party beneficiary of any such
contracts or of the performance of the parties thereunder.
2.5 INSPECTIONS CONSULTANT REPRESENTATION.
2.5.1 The Inspections Consultant shall designate an officer or employee to act in the Inspection
Consultant's behalf with respect to the Project. The Inspection Consultant's representative for
the Project is Mr. Anthony Taylor. This representative shall have the authority to approve
changes in the scope of the Basic Services and Additional Services hereunder and shall be
available during working hours as often as may be necessary to examine information
submitted by the Program Manager /Owner, to render decisions and to furnish information in a
timely manner.
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2.5.2 Within seven (7) days of both execution of this Agreement and the authorization from the
Construction Program Manager to proceed, the Inspections Consultant shall provide to the
Owner, through the Construction Program Manager, a list of the proposed key project
personnel of the Inspections Consultant to be assigned to the Project. This list shall include
such information on the professional background of each of the assigned personnel as may be
requested by the Owner, through the Construction Program Manager. Such key personnel
shall be satisfactory to the Owner and shall not be changed except with the consent of the
Owner unless said personnel cease to be in the Inspections Consultant's (or its consultants, if
applicable) employ.
All personnel assigned to the Project by the Inspections Consultant shall cooperate with the
Program Manager's /Owner's personnel. In the event any of the Inspection Consultant's
assigned staff fail to so cooperate, the Program Manager /Owner may, at the election of the
Program Manager, meet with the Inspections Consultant to explain the degree and nature of
the failure. If appropriate adjustments in the performance of the assigned staff are not made
as a result of this meeting the Inspections Consultant shall relieve said assigned personnel of
their duties, when requested in writing by the Program Manager.
2.5.3 The Inspections Consultant was selected largely based upon its ability to provide adequate,
qualified and competent staffing. The Consultant's failure to provide such staffing may, at the
election of the Program Manager /Owner, result in termination of this Agreement.
2.5.4 All personnel of Consultant engaged in work hereunder shall be fully qualified and authorized
to perform such work under all applicable federal, state and local laws
2.6 DIVISION OF RESPONSIBILITIES /SERVICES. The Inspections Consultant understands and
agrees that should the Construction Program Manager or Design Consultant provide the
Inspections Consultant with any assistance, recommendations or other consultation,
recommendations or suggestions, any or all such activities on the part of the Construction
Program Manager and /or Design Consultant, or any other representative of the Owner, shall in
no way relieve the Inspections Consultant of the responsibility of fulfilling its obligations and
responsibilities under this Agreement.
ARTICLE 3
BASIC SERVICES
3.1 SCOPE OF SERVICES.
3.1.1 The Basic Services to be provided by the Inspections Consultant shall be performed in
accordance with attached Exhibit A.
3.2 INSPECTIONS CONSULTANT'S PROFESSIONAL RESPONSIBILITY AND STANDARD OF
CARE.
3.2.1 By execution of this Agreement, the Inspections Consultant represents that (a) it is an
experienced Inspections firm having the skill and the legal and professional ability necessary to
perform all the Services required of it under this Agreement in connection with the construction
and inspections of a project having the scope and complexity of the Project contemplated
herein; (b) it has the capabilities and resources necessary to perform its obligations hereunder;
and (c) it is familiar with all current laws, rules and regulations which are applicable to the
Inspections of the Project (such laws, rules and regulations including, but not limited to, all
local ordinances, requirements of building codes of city, county, state and federal authorities
which are applicable to the Project, local laws and rules and regulations, and all orders and
interpretations by governing public authorities of such ordinances, requirements, laws, rules
and regulations in effect at the time of commencement of services on the Project), and that all
reports and other documents prepared by the Inspections Consultant shall be prepared in
accordance with and shall accurately reflect and incorporate all such laws, rules and
regulations.
The Inspections Consultant shall be responsible for any errors, inconsistencies or omissions in
their reports and other documents. While the Inspections Consultant cannot guarantee the
various documents required herein to be completely free of minor human errors and
omissions, it shall be the responsibility of the Inspections Consultant throughout the period of
performance under this Agreement to use due care with professional competence. The
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Inspections Consultant further agrees, at no additional cost, to render assistance to the Owner
in resolving problems relating to the Inspections documents.
3.3 PROJECT MEETINGS.
3.3.1 Throughout the Project, the Inspections Consultant shall meet periodically with the Contractor
and Construction Program Manager no less than as indicated herein. Attendees shall be as
determined by the Construction Program Manager. As a minimum, regularly scheduled
meetings which the Inspections Consultant will attend include:
3.3.1.1 Pre Construction Conference (overall)
3.3.1.2 Pre Construction Conference (subcontract), including, as a minimum:
3.3.1.3 Deep foundations Concrete
3.3.1.3.1 Steel
3.3.1.3.2 Masonry
3.3.1.4 Four Inspections meetings during Construction.
3.3.2 The Inspections Consultant shall be responsible for scheduling and attending any and all
meetings necessary to properly coordinate the Inspections effort.
ARTICLE 4
COMPENSATION
4.1 BASIC SERVICES COMPENSATION
4.1.1 The Owner shall compensate the Inspections Consultant on a time spent basis, in accordance
with the terms and conditions of this Agreement, as indicated by Appendix A, with a Not -to-
Exceed amount of FIFTY THREE THOUSAND TWO HUNDRED DOLLARS ($53,200).
4.1.2 The Basic Services Compensation stated in paragraph 4.1.1 includes all compensation and
other payments due the Inspections Consultant (manpower, overhead, profit, direct costs, etc.)
in the performance of the Basic Services.
4.2 PAYMENTS TO THE INSPECTIONS CONSULTANT
4.2.1 Payments for Basic Services shall be made monthly in accordance with services performed.
4.2.2 All payment requests shall be submitted to the Construction Program Manager for processing,
in a format acceptable to the Construction Program Manager.
4.3 PROJECT SUSPENSION
4.3.1 If the Project is suspended for more than six months or abandoned in whole or in part by the
Owner, the Inspections Consultant shall be paid compensation for services performed prior to
receipt of written notice from the Owner of such suspension or abandonment, and all
reasonable termination expenses resulting from such suspension or abandonment. If the
Project is resumed after being suspended for more than six months, the Inspections
Consultant's Basic Services Compensation shall be equitably adjusted.
4.4 ADDITIONAL SERVICES COMPENSATION.
4.4.1 With respect to any other Additional Services, as described in Article 7 herein, performed by
the Inspections Consultant hereunder, the Inspections Consultant and Owner shall negotiate
an equitable adjustment to the Basic Services Compensation. However, if negotiations are not
successful prior to the time the additional services are needed, the Owner may elect to
contract with another entity to perform the Additional Service(s); or the Owner may direct the
Inspections Consultant to proceed with the Additional Services on a time spent basis with
Additional Compensation Services to be computed as follows:
4.4.1.1 Should the Owner elect to contract with a separate entity to perform Additional Services, as
described under Paragraph 4.3.1, the Inspections Consultant shall comply with reasonable
requests from Owner, without additional compensation, with regards to Inspections
coordination with the respective separate entity.
4.5 REIMBURSABLE EXPENSES
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4.5.1 When pre- approved by the Construction Program Manager, in accordance with Exhibit B, and
subject to submittal of receipts and other required documentation to the Construction Program
Manager, expenses incurred by the Inspections Consultant in conjunction with the services
enumerated in Article 3 will be paid on a monthly basis.
4.6 ACCOUNTING RECORDS.
4.6.1 Records of the Inspections Consultant with respect to Additional Services and payroll,
consultant and other expenses (including Reimbursable Expenses) pertaining to the Project,
shall be kept on generally accepted accounting principals and shall be available to the Owner
or its authorized representative for inspection and copying at mutually convenient times.
4.6.2 At the request of the Owner or its authorized representative the Inspections Consultant will
supply in a timely manner and certify as accurate, unaltered copies of all time sheets, invoices,
and other documents to substantiate and document any and all Additional Services and
Reimbursable Expenses.
ARTICLE 5
PERIOD OF SERVICE
5.1 For the purposes of this Agreement, services shall be assumed to commence 10 days from the
Notice to Proceed, on an "as needed" basis, continuing for a period of Seven (7) consecutive
months.
5.2 Unless earlier terminated as provided in Article 11 hereof, this Agreement shall remain in force
for a period which may reasonably be required for the Basic Services and Additional Services
hereunder. However, the provisions of the Agreement relating to Professional Responsibility
(paragraph 3.2); Dispute Resolution (Article 12); Professional Liability coverage (Article 9);
Indemnification (Article 10); and Ownership of Documents /Confidential Information (Article 14)
shall remain in effect after termination of the other provisions of the Agreement.
5.3 If the Project is delayed through no fault of the Inspections Consultant, a reasonable time
extension and /or credit shall be negotiated between the Inspections Consultant and the
Owner.
5.4 Time is of the essence of this Agreement. Inspections Consultant recognizes that the Project
completion is dependent upon the timely performance of the services of the Inspections
Consultant. The Inspections Consultant shall coordinate its work to insure its timely
completion, and shall notify the Program Manager in a timely manner of any anticipated delays
or causes or casualties beyond the Inspections Consultant's control, which may affect the work
schedule.
ARTICLE 6
OWNER'S RESPONSIBILITIES
6.1 The Owner shall provide full information regarding the requirements for the Project.
6.2 The Owner shall examine documents submitted by the Inspections Consultant and shall render
decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the
Inspections Consultant's Services.
6.3 The Owner shall furnish copies of design architect/engineer's bid documents and construction
documents.
6.4 The Owner shall furnish such legal, accounting, and insurance counseling services as the
Owner may deem necessary for the Project, and such auditing services as it may require to
ascertain how, or for what purposes, the Contractor has used the moneys paid to it under the
Construction Contract.
6.5 All services, information, surveys and reports required of the Owner, shall be furnished at the
Owner's expense and the Inspections Consultant shall be entitled to rely upon their accuracy
and completeness.
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6.6 The Owner shall furnish information and approvals required of it expeditiously, for orderly
progress of the Work and shall endeavor to adhere as closely as possible with the time
conditions for such Owner activities as set forth in all approved schedules for the Project.
ARTICLE 7
ADDITIONAL SERVICES
7.1 Any services beyond the Basic Services described above shall be performed only as
requested and preceded by the Program Manager's written authorization. Authorization to
proceed shall be in the form of a written amendment to this Agreement, specifying the work to
be performed and the amount (or rate) and method of payment for such services rendered.
Each such amendment, after execution by both parties to this Agreement, shall become an
integral part of this Agreement.
7.2 The Owner will compensate the Inspections Consultant for authorized Additional Services
performed as herein provided to the extent that they exceed the obligations of the Inspections
Consultant under this Agreement.
ARTICLE 8
NOTICES
8.1 Any notice required by this Agreement or other communications to either party by the other
shall be in writing and deemed given when delivered personally or five (5) days after deposit in
the United States Post Office, postage prepaid certified mail, return receipt requested,
addressed as follows, or to such other address as shall be duly given by notice meeting the
requirement of this Article.
8.1.1 To Owner: Mr. Fred Russell
Augusta Richmond County Administrator
530 Greene Street, Room 801
Augusta, GA 30901
8.1.2 To Inspections Consultant: Mr. Anthony D. Taylor
NOVA Engineering and Environmental, LLC
3640 Kennesaw North Industrial Parkway Blvd, Suite E
Kennesaw, GA 30144
8.1.3 With Copy to Construction Program Manager:
Mr. Jacques Ware
Heery International, Inc.
501 Greene Street; Suite 307
Augusta, GA 30901
ARTICLE 9
INSURANCE
9.1 The Inspections Consultant shall purchase and maintain insurance for protection from claims
under worker's or workmen's compensation acts; claims resulting from negligent acts or
omissions for damages because of bodily injury, including personal injury, sickness, disease or
death of any of the Inspections Consultant's employees or any other person; claims for
damages because of injury to or destruction of personal property including Toss of use resulting
therefrom; and claims arising out of the performance of this Agreement and caused by
negligent acts or omissions for which the Inspections Consultant is legally liable. Minimum
limits of coverage shall be:
INSURANCE DESCRIPTION Minimum Required Coverage
a. Worker's Compensation Statutory
b. Public Liability $2,000,000 Combined Limit
Bodily Injury: Each Person $500,000
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Bodily Injury: Each Accident $1,000,000
Property Damage: Each Accident $1,000,000
c. Automobile Liability & Property Damage $1,000,000 Combined Limit
Bodily Injury: Each Person $100,000
Bodily Injury: Each Accident $200,000
Property Damage: Each Accident $100,000
d. Professional Liability: $2,000,000 per Loss /Claim
9.2 Evidence of such insurance shall be furnished to the Owner, and the Owner shall receive thirty
(30) days prior written notice of any cancellation, non - renewal or reduction of coverage of any
of the policies. Upon notice of such cancellation, non - renewal or reduction, the Inspections
Consultant shall procure substitute insurance so as to assure the Owner that the minimum
limits of coverage are maintained continuously throughout the period of this Agreement.
9.2.1 The Inspections Consultant shall deliver to the Owner a certificate of insurance for its
Professional Liability coverage annually, so long as it is required to maintain such coverage
under paragraph 9.4.
9.3 All insurance policies (with the exception of Professional Liability) required under this
Agreement shall name the Owner as an additional insured for the insurance and shall contain
a waiver of subrogation against the Owner.
9.4 The Inspections Consultant shall maintain in force during the performance of this contract and
for 2 years after final completion of the Project, the Professional Liability insurance coverage
referenced above.
ARTICLE 10
INDEMNIFICATION
10.1 Notwithstanding anything to the contrary contained herein, the Inspections Consultant shall
indemnify and hold harmless the Owner, the Construction Program Manager and their
Authorities and employees from and against all claims, damages, losses and expenses,
including but not limited to attorneys fees, to the extent caused by (i) the Inspections
Consultant's negligent performance or failure to perform its obligations under this Agreement
and (ii) any claim, damage, loss or expense attributable to bodily injury, sickness, disease or
death, or to injury to or destruction of personal property including the loss of use resulting
therefrom and caused in whole or in part by any negligent act or omission of the Inspections
Consultant, anyone directly or indirectly employed by the Inspections Consultant or anyone for
whose acts the Inspections Consultant may be liable. Such obligation shall not be construed
to negate, abridge or otherwise reduce any other right or obligation of indemnity which would
otherwise exist as to any party or person described in this Article. Inspections Consultant's
liability shall not under any circumstances exceed the policy limits of their liability coverage.
10.2 Except as otherwise set forth in this Agreement, the Inspections Consultant and the Owner
shall not be liable to each other for any delays in the performance of their respective
obligations and responsibilities under this Agreement which arise from causes beyond their
control and without their fault or negligence, including but not limited to, any of the following
events or occurrences: fire, flood, earthquake, epidemic, atmospheric condition of unusual
severity, war, state or local government acting in its sovereign capacity, and strikes. Owner
shall not be liable to the Inspections Consultant for acts or failures to act by Construction
Program Manager, the Contractor or the Owner's consultants.
ARTICLE 11
TERMINATION OF AGREEMENT
11.1 If (1), the Owner abandons the Project or the Project is stopped for more than six (6) months
due to actions taken by the Owner, or under an order of any court or other public authority
having jurisdiction, or as a result of an act of government, such as a declaration of a national
emergency making materials unavailable through no act or fault of the Inspections Consultant
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or its employees, or (2), the Owner has failed to substantially perform in accordance with the
provisions of this Agreement due to no fault of the Inspections Consultant and such
non - performance continues without cure for a period of thirty (30) days after the Owner
receives from the Inspections Consultant a written notice of such nonperformance (including a
detailed explanation of the actions of the Owner required for cure), the Inspections Consultant
may, upon fifteen (15) day's additional written notice to the Owner, terminate this Agreement,
without prejudice to any right or remedy otherwise available to the Owner, and recover from
the Owner payment for all services performed to the date of the notice terminating this
Agreement.
11.2 Upon the appointment of a receiver for the Inspections Consultant, or if the Inspections
Consultant makes a general assignment for the benefit of creditors, the Owner may terminate
this Agreement, without prejudice to any right or remedy otherwise available to the Owner,
upon giving three (3) working days written notice to the Inspections Consultant. If an order for
relief is entered under the bankruptcy code with respect to the Inspections Consultant, the
Owner may terminate this Agreement by giving three working days written notice to the
Inspections Consultant unless the Inspections Consultant or the trustee: (1), promptly cures all
breaches; (2), provides adequate assurances of future performance; (3), compensates the
Owner for actual pecuniary loss resulting from such breaches; and (4), assumes the
obligations of the Inspections Consultant within the statutory time limits.
11.3 If the Inspections Consultant persistently or repeatedly refuses or fails, except in cases for
which extension of time is provided, to supply sufficient properly skilled staff or proper
materials, or persistently disregards laws, ordinances, rules, regulations or orders of any public
Consultant jurisdiction, or otherwise substantially violates or breaches any term or provision of
this Agreement, then the Owner may, without prejudice to any right or remedy otherwise
available to the Owner, and after giving the Inspections Consultant written notice, terminate
this Agreement.
Upon termination of this Agreement by the Owner under paragraph 11.2 or 11.3 it shall be
entitled to furnish or have furnished the Services to be performed hereunder by the Inspections
Consultant by whatever method the Owner may deem expedient. Also, in such cases, the
Inspections Consultant shall not be entitled to receive any further payment until completion of
the Work; and the total compensation to the Inspections Consultant under this Agreement shall
be the amount which is equitable under the circumstances. If the Owner and the Inspections
Consultant are unable to agree on the amount to be paid under the foregoing sentence, the
Owner shall fix an amount, if any, which it deems appropriate in consideration of all of the
circumstances surrounding such termination, and shall make payment accordingly.
11.4 The Owner may, upon thirty day's written notice to the Inspections Consultant terminate this
Agreement, in whole or in part, at any time for the convenience of the Owner, without prejudice
to any right or remedy otherwise available to the Owner. Upon receipt of such notice, the
Inspections Consultant shall immediately discontinue all services affected unless such notice
directs otherwise. In the event of a termination for convenience of the Owner, the Inspections
Consultant's sole and exclusive right and remedy is to be paid for all work performed and to
receive equitable adjustment for all work performed through the date of termination. The
Inspections Consultant shall not be entitled to be paid any amount as profit for unperformed
services or consideration for the termination of convenience by the Owner.
11.5 Should the Owner terminate the Inspections Consultant as provided for under this Article, the
Owner will acquire such documents, including the ownership and use of all plans,
specifications, documents and materials relating to the Project prepared by or in the
possession of the Inspections Consultant. The Inspections Consultant will turn over to the
Owner in a timely manner and in good unaltered condition all such documents.
11.6 The payment of any sums by the Owner under this Article 11 shall not constitute a waiver of
any claims for damages by the Owner for any breach of the Agreement by the Inspections
Consultant.
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ARTICLE 12
DISPUTE RESOLUTION
12.1 If a dispute arises out of or related to this Agreement, or its alleged breach, and if that dispute
has not been settled through direct discussions within a reasonable period, the parties to this
Agreement agree to first endeavor to settle the dispute in an amicable manner by submitting
the dispute to a mutually acceptable mediator under the Construction Industry Mediation
Rules, before having recourse to a judicial forum. Each party further agrees that it will
endeavor to follow a similar dispute resolution procedure to resolve any disputes against any
third parties (including the Contractor and Construction Program Manager) which arise out of
or relate to work.
12.2 Should mediation of disputes prove unsuccessful, the parties to this Agreement agree that the
matter(s) in question will be decided in the Superior Court of Richmond County, Georgia. By
signing this Agreement, the Inspections Consultant waives any right to contest the venue in the
Superior Court of Richmond County, Georgia.
ARTICLE 13
SUCCESSORS /ASSIGNM ENT
13.1 This Agreement shall inure to the benefit of and be binding on the heirs, successors, assigns,
trustees and personal representatives of the Owner, as well as the permitted assigns and
trustees of the Inspections Consultant.
13.2 The Inspections Consultant shall not assign, sublet or transfer its interest in this Agreement
without the written consent of the other, except that the Inspections Consultant may assign
accounts receivable to a commercial bank or financial institution for securing loans, without
prior approval of the Owner.
ARTICLE 14
OWNERSHIP OF DOCUMENTS /CONFIDENTIAL INFORMATION
14.1 Plans and Specifications are not to be used by the Inspections Consultant on other projects.
14.2 In order for the Inspections Consultant to fulfill this Agreement effectively, it may be necessary
or desirable for the Owner to disclose to the Inspections Consultant confidential information.
The Inspections Consultant hereby agrees to treat any and all information gained by it as a
result of the Services performed hereunder as strictly confidential.
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ARTICLE 15
ADDITIONAL PROVISIONS
15.1 This Agreement and its Exhibits and Attachments represent the entire and integrated
agreement between the Owner and the Inspections Consultant and supersede all prior
negotiations, representations or agreements, either written or oral. This Agreement may be
amended only by written instrument signed by both Owner and Inspections Consultant.
15.2 Unless otherwise specified, this Agreement shall be governed by the law of the State of
Georgia, U.S.A.
15.3 If any one or more of the provisions contained in this Agreement, for any reason, are held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions thereof and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
15.4 Except where specifically stated otherwise, all periods of time stated in terms of days shall be
considered periods calculated in calendar days.
15.5 The headings or captions within this Agreement shall be deemed set forth in the manner
presented for the purposes of reference only and shall not control or otherwise affect the
information set forth therein or interpretation thereof.
15.6 For the purpose of this Agreement unless the context clearly indicates otherwise, the singular
includes the plural, and the plural includes the singular.
15.7 This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and the counterparts shall constitute one and the same instrument, which
shall be sufficient evidence by any one thereof.
This Agreement executed the day and year first written above.
OWNER INSPECTIONS CONSULTANT
Augusta, Georgia, a political NOVA Engineering and Environmental, LLC
Subdivision of the State of Georgia
Acting by and through the
Richmond County Commission
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Exhibit A
Schedule of Services
See NOVA Engineering and Environmental proposal dated 07 -19 -2010. Attached as reference.
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Exhibit B
Reimbursable Expenses
See NOVA Engineering and Environmental proposal dated 07 -19 -2010. Attached as reference.
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APPENDIX B
BASIC SERVICES
The Work consists of all required Special Inspections and Construction Materials Testing Services for the
project as necessary to complete the project. Scope of work includes inspections, testing, documentation
and reporting of work in progress with respect to conformance to technical requirements of the Contract
Documents. The Inspections Consultant will conduct periodic and continuous inspections, as required
and in conformance with the work schedule of the Contractor.
APPENDIX C
PROJECT SCHEDULE
Schematic Design Approval: April, 2010
CM Notice of Award: June, 2010
Complete Construction Documents July, 2010
Begin (Fast Track) Construction: August, 2010
Construction Substantial Completion: January, 2011
APPENDIX D
Bid SCHEDULE
• Advertise Solicitation: June 10, 2010
• Deadline: Receipt of Questions: June 6, 2010
• Deadline: Bids Due: July 20, 2010
• Award: July, 2010
• NTP 3rd Quarter, 2010
• Substantial Completion : January, 2011
NOTE: Schedule(s) is subject to change.
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