HomeMy WebLinkAboutQORE INC TIME SPENT AGREEMENT FOR NEW EAST CENTREAL GEORGIA REGIONAL LIBARY
TIME SPENT AGREEMENT FOR
NPDES 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
QORE, Inc.
Hereinafter Referred to as NPDES Consultant
PROJECT: Augusta Richmond County's New East Central Georgia Regional
Library.
DATE: September 26,2008
'....
Article 1
Article 2
Article 3
Article 4
Article 5
Article 6
Article 7
Article 8
Article 9
Article 10
Article 11
Article 12
Article 13
Article 14
Article 15
Article 15
Exhibit A
Exhibit B
Exhibit C
AGREEMENT FOR NPDES CONSULTANT SERVICES
TABLE OF CONTENTS
Pag-e
Definitions................................. ......................................................................... 1
Relationship of the Parties ....................................... ...................................... 2,3
Basic Services..................................................................................................... 4
Compensation......................................................... .............................................5
Period of Services....... ........................................................................................ 6
Owner's Responsibilities.................................................................................... 7
Additional Services............................................... .............................................7
Notices....................... ......................................................................................... 8
Insurance......................................................................................................... 8,9
Indemnification .................................................................................................. 9
Termination of Agreement............................. ................ ............................... 9, 10
Dispute Resolution........................................................................................... 11
Successors/Assignment/Third Parties ............................................. ...... .......... 11
Ownership of Documents/
Confidential Information .......... ................................................... .... ................ 11
Additional Provisions....................................................................................... 12
Additional Provisions ...................................................................................... 13
Scope of Services ................................................................................ 14
Schedule of Rates ......... ......... .............................. ............................ :..14
Monthly Activity...................................................... .......................... 14
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AGREEMENT FOR
NPDES AND CONSTRUCTION MATERIALS TESTING SERVICES
AGREEMENT made this 26th day of August, 2008, BETWEEN the Owner: Augusta. Georgia. a
political subdivision of the State of Georgia. acting by and through the Richmond County
Commission; and the NPDES Consultant: QORE. Inc., hereinafter referred to NPDES Consultant,
for Consulting Services in connection with the Project known as: New East Central Georgia Regional
Library.
The Construction Program Manager for the Project is: Heery International, Inc.
The Facility User is the East Central Georgia Regional Library.
The Owner and the NPDES 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 NPDES consulting and materials testing work associated
with construction and associated work, as described herein, for the new East Central
Georgia Regional Library.
1.2 SERVICES. The Services to be performed by the NPDES 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 NPDES services as described in
Article 3 and as indicated and specifically designated in Exhibit "A" to be performed and
provided by the NPDES Consultant under this Agreement in connection with the Project.
1.4 ADDITIONAL SERVICES. Additional Services shall consist of the NPDES services
agreed to be performed by the NPDES 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 NPDES Consultant and the Owner:
1. Owner/Construction Program Manager Contract (adopted herein by reference).
2. Construction Documents, prepared by Studio 3 Design Group Architects.
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 NPDES 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 NPDES Consultant in
connection with the performance of the Basic Services by the NPDES 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 NPDES
Consultant in connection with the performance of Additional Services.
1.10 SCHEDULE OF SERVICES. Schedule of Services are those actual, pre-approved
expenditures made by the NPDES Consultant and its employees in the interest of the
Project. A list of approved reimbursable rates is included in Exhibit A 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 May 6. 2004 for the performance of construction
program management services on the Project.
1.12 DESIGN CONSULTANT. Studio 3 Design Group Architects, the architect/engineer hired
by the Owner to design the new Library.
ARTICLE 2
RELATIONSHIP OF THE PARTIES
2.1 NPDES CONSULTING SERVICES. The NPDES Consultant shall provide NPDES testing
and consulting services for the Project in accordance with the terms and conditions of this
Agreement. The NPDES Consultant's performance of services shall be as professional
consultant to the Owner to carry out the activities of the site NPDES and to provide the
reports to achieve the Owner's Project objectives.
2.2 COMMUNICATIONS. The NPDES Consultant understands that the Owner has entered
into a separate contract with an architect-engineer. The NPDES Consultant agrees to
communicate, through the Construction Program Manager, with the architect and their
consultants, on matters pertaining to the environment protection.
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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 NPDES 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 NPDES Consultant in
accordance with generally accepted NPDES practices except as otherwise modified by this
Agreement. The NPDES Consultant understands and agrees that the Construction
Program Manager is the Owner's exclusive representative to the NPDES Consultant,
Contractor and Design Consultant insofar as this Agreement is concerned. All
instructions by the Owner to the NPDES Consultant relating to services performed by the
NPDES Consultant will be issued or made through the Construction Program Manager.
All written communications of the NPDES 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 NPDES Consultant and
Contractor and to call periodic conferences to be attended by the NPDES Consultant,
Contractor, and/or Design Consultant, throughout the term of this Agreement.
2.4 The NPDES 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 NPDES Consultant a third party beneficiary of any
contract between the Owner and the Design Consultant. NPDES 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 NPDES CONSULTANT REPRESENTATION.
2.5.1 The NPDES 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. Bob Williamson. This representative shall haye 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.
2.5.2 Within seven (7) days of both execution of this Agreement and the authorization from the
Construction Program Manager to proceed, the NPDES Consultant shall provide to the
Owner, through the Construction Program Manager, a list of the proposed key project
personnel of the NPDES 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 NPDES Consultant's (or its
consultants, if appli~able) employ.
2.5.3 All personnel assigned to the Project by the NPDES 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 NPDES 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 NPDES Consultant shall relieve said assigned
personnel of their duties, when requested in writing by the Program Manager.
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2.5.4 The NPDES 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.
2.5.5 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 NPDES Consultant understands
and agrees that should the Construction Program Manager or Design Consultant provide
the NPDES 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 relieye the NPDES 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 NPDES Consultant shall be performed III
accordance with attached Exhibit A.
3.2 NPDES CONSULTANT'S PROFESSIONAL RESPONSIBILITY AND STANDARD OF
CARE.
3.2.1 By execution of this Agreement, the NPDES Consultant confirms that (a) it is an
experienced NPDES 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 NPDES 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 NPDES 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 NPDES Consultant shall be prepared in accordance with and shall
accurately reflect and incorporate all such laws, rules and regulations.
The NPDES Consultant shall be responsible for any errors, inconsistencies or omissions in
their reports and other documents. While the NPDES 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 NPDES Consultant throughout the period of
performance under this Agreement to utilize standards customarily observed by a firm
rendering the same or similar services in the same geographic region during the same
time period.
3.3 PROJECT MEETINGS.
3.3.1 Throughout the Project, the NPDES 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 NPDES Consultant will attend include:
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3.3.1.1
3.3.1.2
3.3.1.3
3.3.2
4.1
4.1.1
4.1.2
4.2
4.2.1
4.2.2
4.3
4.3.1
4.4
4.4.1
4.4.1.1
Pre-Construction Conference (optional)
Onsite Pre-Construction Conference (required)
Four NPDES meetings during Construction.
The NPDES Consultant shall be responsible for scheduling and attending any and all
meetings necessary to properly coordinate the NPDES effort.
ARTICLE 4
COMPENSATION
BASIC SERVICES COMPENSATION
The Owner shall compensate the NPDES 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 SEVENTEEN THOUSAND EIGHT HUNDRED FORTY DOLLARS
($17.840.00)
The Basic Services Compensation stated in paragraph 4.1.1 includes all compensation and
other payments due the NPDES Consultant (manpower, overhead, profit, direct costs, etc.)
in the performance of the Basic Services.
PAYMENTS TO THE NPDES CONSULTANT
Payments for Basic Services shall be made monthly in accordance with services performed.
All payment requests shall be submitted to the Construction Program Manager for
processing, in a format acceptable to the Construction Program Manager.
PROJECT SUSPENSION
If the Project is suspended for more than six months or abandoned in whole or in part by
the Owner, the NPDES 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 NPDES
Consultant's Basic Services Compensation shall be equitably adjusted.
ADDITIONAL SERVICES COMPENSATION.
With respect to any other Additional Services, as described in Article 7 herein, performed
by the NPDES Consultant hereunder, the NPDES 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 NPDES Consultant to proceed with the Additional Services on a time spent basis with
Additional Compensation Services to be computed as follows:
Should the Owner elect to contract with a separate entity to perform Additional Services,
as described under Paragraph 4.3.1, the NPDES Consultant shall comply with reasonable
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requests from Owner, without additional compensation, with regards to NPDES
coordination with the respective separate entity.
4.5 SCHEDULE OF SERVICES
4.5.1 When pre-approved by the Construction Program Manager, in accordance with Exhibit A,
and subject to submittal of receipts and other required documentation to the Construction
Program Manager, expenses incurred by the NPDES 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 NPDES Consultant with respect to Additional Services and payroll,
consultant and other expenses (including Schedule of Services) 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 NPDES 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 Schedule of Services.
ARTICLE 5
PERIOD OF SERVICE
5.1 For the purposes of this Agreement, services shall be weekly inspections and assumed to
commence 10 days from the Notice to Proceed, on an "as needed" basis, continuing for a
period of twelve 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 NPDES Consultant, a reasonable time
extension and/or credit shall be negotiated between the NPDES Consultant and the
Owner.
5.4 Time is of the essence of this Agreement. The NPDES 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 NPDES Consultant's control,
which may affect the work schedule.
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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 NPDES Consultant and shall
render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress
of the NPDES 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 NPDES Consultant shall be entitled to rely upon their
accuracy and completeness.
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 NPDES Consultant for authorized Additional Services
performed as herein provided to the extent that they exceed the obligations of the NPDES
Consultant under this Agreement.
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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 30911
8.1.2 To NPDES Consultant:
Mr. Bob Williamson
QORE, Inc.
1732 Wylds Road
Augusta, Georgia 30909
8.1.3 With Copy to Construction Program Manager:,
Mr. Bob Munger
Heery International, Inc.
501 Greene Street; Suite 313
Augusta, GA 30901
ARTICLE 9
INSURANCE
9.1 The NPDES 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 NPDES Consultant's employees or any other person; claims
for damages because of injury to or destruction of personal property including loss of use
resulting therefrom; and claims arising out of the performance of this Agreement and
caused by negligent acts or omissions for which the NPDES Consultant is legally liable.
Minimum limits of coverage shall be:
INSURANCE DESCRIPTION
Minimum Required Coverage
a. Worker's Compensation
Statutory
b. Public Liability
Bodily Injury: Each Person
Bodily Injury: Each Accident
Property Damage: Each Accident
$2,000,000 Combined Limit
$500,000
$1,000,000
$1,000,000
c. Automobile Liability & Property Damage
Bodily Injury: Each Person
Bodily Injury: Each Accident
Property Damage: Each Accident
$1,000,000 Combined Limit
$100,000
$200,000
$100,000
d. Professional Liability:
$2,000,000 per Loss/Claim
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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 NPDES 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 NPDES 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 NPDES 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 NPDES 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 attorney's fees, arising out of or resulting from (i) the NPDES
Consultant's 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 NPDES
Consultant, anyone directly or indirectly employed by the NPDES Consultant or anyone
for whose acts the NPDES 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. NPDES
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 NPDES 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 n'ot be liable to the NPDES Consultant for acts or failures to act by
Construction Program Manager, the Contractor or the Owner's consultants.
AR TI CLE 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
9
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
NPDES Consultant 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 NPDES
Consultant and such non-performance continues without cure for a period of thirty (30)
days after the Owner receives from the NPDES Consultant a written notice of such
nonperformance (including a detailed explanation of the actions of the Owner required for
cure), the NPDES 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 NPDES Consultant, or if the NPDES
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 NPDES Consultant.
If an order for relief is entered under the bankruptcy code with respect to the NPDES
Consultant, the Owner may terminate this Agreement by giving three working days
written notice to the NPDES Consultant unless the NPDES 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 NPDES Consultant within the statutory time limits.
11.3 If the NPDES 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 NPDES Consultant written
notice, terminate this Agreement.
11.4 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
NPDES Consultant by whatever method the Owner may deem expedient. Also, in such
cases, the NPDES Consultant shall not be entitled to receive any further payment until
completion of the Work; and the total compensation to the NPDES Consultant under this
Agreement shall be the amount which is equitable under the circumstances. If the Owner
and the NPDES 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.
11.5 The Owner may, upon thirty day's written notice to the NPDES 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 NPDES Consultant shall immediately discontinue all services affected unless
such notice directs otherwise. In the event of a termination for convenience of the Owner,
the NPDES 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 NPDES 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.
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11.6 Should the Owner terminate the NPDES 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 NPDES Consultant. The NPDES Consultant will turn over to the Owner
in a timely manner and in good unaltered condition all such documents.
11.7 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 NPDES
Consultant.
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 NPDES Consultant waives any right to contest
the venue in the Superior Court of Richmond County, Georgia.
ARTICLE 13
SUCCESSORS/ASSIGNMENT
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 NPDES Consultant.
13.2 The NPDES Consultant shall not assign, sublet or transfer its interest in this Agreement
without the written consent of the other, except that the NPDES 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 NPDES Consultant on other projects.
14.2 In order for the NPDES Consultant to fulfill this Agreement effectively, it may be
necessary or desirable for the Owner to disclose to the NPDES Consultant confidential
information. The NPDES 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 NPDES Consultant and supersedes all prior
negotiations, representations or agreements, either written or oral. This Agreement may
be amended only by written instrument signed by both Owner and NPDES 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 anyone 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 neyer 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.
15.7This 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 anyone thereof.
This Agreement executed the day and year first written above.
12
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By. '
~ ~ Bob Williamson
\p\\:J Branch Manager
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Attest: =~~r
Witness
OWNER
Augusta, Georgia, a political
Subdivision of the State of Georgia
Acting by and through the
Richmond County Commission
By:~~f
Deke S. CopenhavetJ
Mayor
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NPDES CONSULTANT
QORE, Inc.
13
EXHIBIT A - SCOPE OF SERVICES
(INSPECTIONS AND TESTING)
Item Description
1 Sedimentation and erosion inspections will include weekly, monthly and event
inspections
2 Storm water samples will be obtained for turbidity testing during or shortly after
ualif in rain events as outlined in the General Permit.
EXHIBIT B - SCHEDULE OF RATES
Description
Rate
1 Monthly Charge (includes mileage, weekly inspections, $750.00
reporting, reviews and administration
2 Per Event Sampling (per sample as identified on approved $20.00
Erosion plans)
3 Trip charge: including mileage, GA Level I Certified personnel $150.00
to procure sample and deliver to laboratory for testing.
EXHIBIT C - MONTHLY ACTIVITY
Month Avg # or Rain Avg# of Visits Estimated Cost per Month
Days
January 9 6 $1770
February 8 5 $1600
March 6 4 $1430
April 5 4 $1430
May 4 4 $1430
June 3 4 $1430
July 3 4 $1430
August 3 4 $1430
September 2 4 $1430
October 3 4 $1430
November 4 4 $1430
December 8 4 $1600
14