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HomeMy WebLinkAboutAgreement for Professional Services Augusta Richmond GA DOCUMENT NAME: Y-\ ~.e 6~ "''I;;'''''''''' ..QOR- PR6 ~6 !:s,/0<"1l L S E r<. V I es S 1\1 o. I ~ 9 DOCUMENT TYPE: A ~ (2G)3}Y> @J I . YEAR: I qqq BOX NUMBER: ry FILE NUMBER: IL{J ~S- 1{P NUMBER OF PAGES: ,; , , E:MrA " ,j 7 ~...:.. r' I .2- _ Environmental Management Associates, LLC 2240 Brickton Station Buford, Georgia 30518 Telephone 770,271-7098 Fax 770,271-5550 Reference No. 129 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 12th day of Apri11999, between Environmental Management Associates, LLC (hereinafter "EMA") and Augusta-Richmond County (hereinafter "CLIENT"). In consideration of the mutual promises set forth herein, EMA and CLIENT agree as follows: 1. EMA will perform the work assigned to it by CLIENTs Contract Representative. The scope of work is set forth in Exhibit "A" attached hereto and made a part of this Agreement. 2. EMA shall bill CLIENT for services rendered on lump sum basis in accordance with the not- to exceed cost set forth in Exhibit "A" to this Agreement. The total cost set forth in Exhibit "A" is all inclusive, including overhead and profit, and apply to all hours expended with no premium charged for overtime hours. 3. EMA shall be reimbursed for all expenses and disbursements incurred in connection with its services hereunder, including but not limited to reasonable travel and living expenses; long distance telephone charges; teletype, telegraph and telecopy charges; printing and reproduction costs; photographic expenses; advertising for bids; special delivery and express charges; costs of providing and maintaining site offices, supplies and equipment; and all necessary and incidental costs associated with subcontracts where appropriate. All such charges shall be billed by EMA and paid by CLIENT at cost. :(. ~ Payment of all EMA invoices shall be due upon receipt by CLIENT. Statements .' not paid within 3Q gap; gRaY Be gybject to an additioFlal chargg gf one and one half . -p8romt (1 1/2%) per mgnth. In the event that CLIENT disputes a statement, its Contract Representative shall notify EMA in writing within 30 days of receipt of the Statement by CLIENT and CLIENT shall pay any undisputed portion of the 1 .. invoice. If the parties are qnable to resolve th~dispute within 6~f filing the hu::f: ~ \.A.-Ot,...uV . notice of dispute, the parties may elecf'ttsettle the dispute by CH' ~Interest }..- shall not accrue on any dispuled amount. ~ ~ 4. EMA carries the insurance coverage set forth in Exhibit "B". 5. (a) CLIENT shall, if requested by EMA, review any designs, drawings, plans, specifications, reports, bids, proposals and other information provided by EMA. CLIENT agrees to make any decisions which EMA identifies that it must make within a reasonable time so as not to delay the work of EMA. (b) At the request of EMA, CLIENT shall provide EMA with the following information and documents, except insofar as EMA is expressly required to furnish the same under the terms hereof: i) pertinent information which may affect the work to be done, to the extent that such information is in CLIENT's possession; and ii) information, plans and specifications regarding any existing or proposed buildings or works which are involved in the work, to the extent such information is in CLIENT's possession; and insofar as such information is not available, CLIENT agrees to pay EMA for the cost of obtaining the same. (c) EMA shall be responsible for the preparation and review of all plans, specifications, drawings and designs. EMA will be responsible for the accuracy of all information used in the preparation of such plans, specifications, drawings and designs, except to the extent that such information was provided by CLIENT or the project site owner and EMA relied on such information. EMA shall be liable for any loss or damage arising from any inaccuracy in such information, except to the extent that such information was provided by CLIENT or the project site owner and EMA relied on such information. 2 (d) EMA shall have the primary responsibility of determining if known or potential health or safety hazards exist on or near the project site upon which services are to be performed by EMA or its subcontractors, with particular' reference to hazardous substances or conditions. To the extent that such information is in its possession, CLIENT shall disclose it to EMA prior to the commencement of work. If hazardous conditions or substances are discovered by EMA during the performance of its services which it could not have reasonably discovered prior to the commencement of work, or which CLIENT had in its possession and failed to disclose, and if the existence of such substances or conditions materially changes the nature or conduct of EMA's work or responsibilities at the project site, CLIENT and EMA shall seek to agree on an equitable adjustment to EMA's Scope of Work to reflect such changes. If the parties are uZ:P)~_tq,~~e on such adjustments, this (J;J,AJ Agreement may be terminated by €M1\I~ordance with the termination fJ~ provisions of this Agreement. CLIENT shall provide EMA with all data and information in its possession relating to the project and the environmental, geological and geotechnical conditions of the site and all surrounding area. Copies of all drawings for determining the location of all subsurface structures including but not limited to pipes, tanks, sewer and utilities (power, phone, cable, gas, water, etc.) will be provided to EMA by the CLIENT where possible. 6. EMA shall not disclose any confidential information relating to CLIENT without the prior written consent of CLIENT, except as may be required by law or as may be required by emergency situations. 7. The parties acknowledge and agree that EMA shall be an independent contractor and shall have responsibility for and control over the means of providing services, including the direction, inspection and management of all contractors engaged by CLIENT to execute remedial work described in any Addendum to this Agreement. 8. In the event that CLIENT does not own or control the project site/ CLIENT warrants to EMA that it will obtain permission from the project site owner for a right-of-entry as needed by EMA, its employees, agents and subcontractors for providing the services called for in this Agreement. EMA agrees that its 3 employees, agents and subcontractors will comply with all health and safety requirements of the project site owner which may be imposed upon EMA as a condition of its right-of-entry. 9. EMA shall preserve all samples obtained from the project site as it deems necessary for the project/ but not longer than forty-five (45) days after the issuance of any document that includes data obtained from such samples. EMA shall arrange for the disposal of samples on behalf of the CLIENT, which may consist of returning the samples to the project site and CLIENT agrees to pay EMA for the cost of disposing of such samples. Samples shall remain the property of the CLIENT. 10. (a) EMA warrants that its services shall be performed, within the limits prescribed by CLIENT, in the manner consistent with the level of care and skill ordinarily exercised by environmental firms under similar circumstances. No other warranties or representations of any kind, either expressed or implied, are included or intended in this Agreement or in any proposal, contract, report, opinion or other document in connection with this project. (b) Indemnity i) EMA: Subject to the limitations of subparagraph 10{b)(iii) below, EMA agrees to indemnify and hold harmless CLIENT (including its officers, directors, employees and agents) from and against any and all losses, damages, liabilities and expenses (including reasonable legal fees and reasonable costs of investigation) resulting from or arising out of (a) failure of EMA to comply in material respects with federal, state and local laws and regulations applicable to services undertaken by EMA hereunder; (b) breach by EMA of warranties hereunder; or (c) any injury or death of any person (including employees and agents of CLIENT and EMA), or damage or loss or destruction of any property (including property of CLIENT and EMA and their respective employees and agents) resulting from or arising out of negligence or willful misconduct on the part of EMA in performing services 4 hereunder, except to the extent any losses, damages, liabilities or expenses result from, are attributable to, or arise out of (i) any negligence or willful misconduct of CLIENT; (ii) any delay attributable to CLIENTs conduct; or (iii) any breach by CLIENT of any warranties or other provisions hereunder. .ect to the limitations of subparagraph 10(b)(iii) below, CLIENT agrees indemnify and hold harmless EMA (including its pro pals, directors, e oyees, agents, and subcontractors) from against any and all losses, d es,liabilities and expenses (in aing legal fees and reasonable costs of inve . ation) resulting fr or arising out of (a) any negligence or willful miscon of CL ; (b) any breach by CLIENT of any warranties or other provisi ereunder; or (c) any condition existing at the site prior to t arrival of E of which EMA had no f:Ir-- actual knowledge and er which EMA had no trol; provided, however, that su mdemnification shall not apply to extent any losses, da es,liabilities or expenses result from or arise 0 f (i) any negli ce or willful misconduct of EMA; (ii) any delay attributao iii) Limitations of Liability: For any damage caused by negligence, including errors, omissions or other acts; or for any damages based in contract; or for any other cause of action; EMA's liability, including that of its employees, agents, directors, officers and subcontractors, shall not exceed $1,000,000, except as to damage resulting from the gross negligence or willful misconduct of EMA. mg that of its ill be limited to CLIENT's gross neg employees, a ents ~ (c) EMA and CLIENT recognize and agree that EMA has neither created nor contributed to the existence of any hazardous, radioactive, toxic, irritant, 5 pollutant or otherwise dangerous substance or condition at the project site. Accordingly, in the event of any claim against EMA arising out of such pre-existing conditions or alleged conditions, CLIENT agrees to defend/ indemnify and hold EMA harmless from and against such claim(s), unless such claims arise out of the gross negligence or willful misconduct of EMA, including that of its employees, agents, directors, officers or subcontractors. 11. (a) CLIENT reserves the right to terminate the project at any time. Upon termination, CLIENT shall reimburse EMA for all actual expenses and charges outstanding at the time of termination. In addition, CLIENT shall pay EMA cancellation charges applying to materials and/ or equipment on order and/ or on rental at the time of termination which cannot be canceled, and reasonable demobilization costs. (b) EMA shall have the right to terminate its obligations pursuant to this Agreement under the following circumstances: i) in the event of a breach of any obligation of CLIENT, except payment of disputed amounts as provided in paragraph 3 of this Agreement; or ii) if EMA is unable, for any reason beyond its control, to perform its obligations pursuant to this Agreement in a safe, lawful or professional manner. In the event that either circumstance described in subparagraphs 11(b)(i) or 11(b)(ii) above occurs, EMA shall notify CLIENT of pertinent conditions and recommend appropriate action. If within 30 days of such notice the circumstances described in subparagraphs 11 (b) (i) or l1(b)(ii) above have not been remedied or cured, EMA may terminate its Agreement hereunder. In the event of termination, EMA shall be entitled to reimbursement of all actual expenses and charges as of the date of termination and reasonable demobilization charges. 12. CLIENT shall have the right to audit the moneys expended or obligations incurred by EMA, including all books, records and all other documents related to services performed under this Agreement. Such information shall be available and open to 6 review, inspection and audit by CLIENT's personnel and by CLIENT's designated certified public accountant, at the place or places where such record, books and other documents are kept at all reasonable times until the completion of this project or for a minimum of 36 months from the date of EMNs invoice covering such costs. EMA shall provide in all of its contracts, agreements or retainers with subcontractors that CLIENT shall have the right to audit all source documentation of subcontractor's compensation. 13. CLIENT reserves the right to appoint a Contract Representative to administer this ~ Agreement: j,Jntil S=Y,ENT otherwise notifies EMA, ~JI ti18f.tic.... shall be CLIENT's Contract , ~ Representative under this Agreement. 14. This Agreement, including all attached Exhibits and documents referenced in those Exhibits, constitutes the complete and final Agreement between EMA and CLIENT. It supersedes all prior or contemporaneous communications, representations, undertakings or understandings of the parties, whether oral or written, relating to the scope of work or services and subject matter of this Agreement, except to the extent that such prior communications have explicitly been incorporated into the Agreement or one of the attached Exhibits. Modifications of this Agreement shall not be binding unless made in writing and signed by an authorized representative of each party. 15. This Agreement shall be governed by the laws of the State in which the project site is located. All claims, disputes and other matters in question between Client and EMA arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. EMA, by executing this Agreement, specifically consents to venue in Richmond County and waives any right to contest the venue in the Superior Court of Richmond County, Georgia. IN WITNESS WHEREOF, EMA and CLIENT have caused this Agreement to be executed by their duly authorized representatives as follows: ~ ~ 7 Environmental Management Associates, LLC 4, h~ tfJih ft\ "(~e~ Per: Title: UiP C;J Per: Title: Mfist ~M~~ 8 EXHIBIT "A" SCOPE OF WORK/ESTIMATED COST E-MA 'I' 'f: .I :- j I r i 1- ~_ 1 __ _._ Environmental Management Associates, LLC 2240 Bricklon Station Buford, Georgiil30518 Telephone 770,271-7098 Fax 770-271,5550 December 16, 1998 Reference No. 100 Mr. Hameed Malik, P.E. Augusta-Richmond County 530 Greene Street, Room 701 Augusta, Georgia 30911 Dear Mr. Malik: Re: Request for Proposal Raw Water Pumping Station Augusta, Georgia EPD Facility J.D. No. 9121080 Pursuant to our recent conversation, Environmental Management Associates (EMA) is pleased to submit the following cost estimate to complete the proposed annual groundwater sampling and reporting requirements for the above referenced facility. In accordance with the Corrective Action Plan - Part A (CAP-Part A) Addendum dated February 23, 1998, EMA will complete the annual groundwater monitoring activities in January 1999 and January 2000. The annual groundwater monitoring events will consist of the sampling of two existing monitoring wells (CRAMW-1 and CRAMW-2) for benzene, toluene, ethylbenzene, and xylenes (BTEX) and polynuclear aromatic hydrocarbons (P AH). The results of the sampling and analysis events will be reported to Augusta-Richmond County in an annual groundwater monitoring report. The final report will include an evaluation to determine if a CAP-Part B will be required for this Facility, Our cost does not include the preparation of a CAP-Part B. If a CAP-Part B is required, EMA will prepare an estimate for this work at that time, Based on the Scope of Work described above, EMA's estimated cost to complete these activities is $2,600. A breakdown of the total cost is as follows: Task Cost Groundwater Sampling/ Analytical (2 sampling events) Report Preparation (2 Reports) Total $1,900 $700 $2,600 December 16, 1998 Reference No. 100 - 2- EMA appreciates the opportunity to submit this proposal to Augusta-Richmond County, Should you have any questions related to our proposal, please contact the undersigned at (770) 271-2898. We look forward to working with you on this project. Yours truly, Environmental Management Associates, LLC /5~_7 ~ Brent Cortelloni, CHMM BCjbcj6 EXHIBIT "B" INSURANCE :::: 'j~ i: Dill)" '::,lSEfl5ftl':Efr"'i5.?A::mft('Ii\:rr(:;t::m:lwVffi;r:tJI'f'ii\I(:I"Cibi:lt5d(kiattfA~:i6::(iOO:)':\:r?" DATE (MMlDDNY) ::::".......,"',.".,',.,',..".,~.,......,:::;;~::B:.!i:::;r:::::llit::;~:~;;.I::::,m;;;::;~::M::;;:::~:::~8::::H::,,::::~,.::::I:;:::::,:",:~9;~!:JiB:I::}I~:5?'EM~+z::;::::::::;::::;: 02/09/99:: piioDucER.... , ...........,...,..,.,..................................,....,..,......,..... THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, COMPANIES AFFORDING COVERAGE CIS Insurance & Financial Svcs 5775-B Glenridge Dr. Suite 130 Atlanta GA 30328 Sean McDonald Phone No, 404-255-6388 Fax No, INSURED COMPANY A Commerce Mutual Insurance Co. COMPANY B Zenith Insurance Company Environmental Mqt. Associates P.O. Box 942474 Atlanta GA 31141-2474 COMPANY C COMPANY o THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE (MMlDDIYY) DATE (MMlDDIYY) GENERAL LIABILITY GENERAL AGGREGATE $ 1,000,000 A COMMERCIAL GENERAL LIABILITY ACP200941-0 07/21/98 07/21/99 PRODUCTS - COM PlOP AGG $ 1,000,000 CLAIMS MADE 0 OCCUR PERSONAL & ADV INJURY $ 1,000,000 A OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 X Professional ACP200941-0 07/21/98 07/21/99 FIRE DAMAGE (Anyone fire) $ 50,000 MED EXP (Anyone pelSOn) $ S ,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS LIABILITY $ 100000 B THE PROPRIETOR! INCL WC-00730 11/23/98 11/23/99 EL DISEASE - POLICY LIMIT $ 500000 PARTNER~ECUTIVE OFFICERS ARE: EXCL EL DISEASE - EA EMPLOYEE $ 100000 OTHER DESCRIPTION OF OPERATlONSIlOCATlONSNEHICLESlSPECIAL ITEMS This includes location at: 2240 Brickton Station, Buford, GA 30S18i 2236 Carlyle Drive Mariettta, GA 30062 3781 Presidential Pk~, Suite 11, Atl~nta, ~~ 2233 Asbury Square, Atlanta, GA 30346,1679 Terrell Ridge Dr. Mar1etta, UA 30067 A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAlL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTlC SHALL IMPOSE NO OBLIGATION OR LIABILITY ITS AGENTS OR REPRESENTA .. .:::%~qQ~6;:9.PfW9RAtjQ@j~$~:/ .." , ,. EMA Environmental Management Associates, LLC 2240 Bl'ickton Station Buford, Georgia :30518 Telephone 770-271-7098 Fax 770-271-5550 December 16, 1998 Reference No. 100 Mr. Hameed Malik, P.E. Augusta- Richmond County 530 Greene Street, Room 701 Augusta, Georgia 30911 Dear Mr. Malik: Re: Request for Proposal Raw Water Pumping Station Augusta, Georgia EPD Facility J.D. No, 9121080 Pursuant to our recent conversation, Environmental Management Associates (EMA) is pleased to submit the following cost estimate to complete the proposed annual groundwater sampling and reporting requirements for the above referenced facility. In accordance with the Corrective Action Plan - Part A (CAP-Part A) Addendum dated February 23,1998, EMA will complete the annual groundwater monitoring activities in January 1999 and January 2000. The annual groundwater monitoring events will consist of the sampling of two existing monitoring wells (CRAMW-1 and CRAMW-2) for benzene, toluene, ethylbenzene, and xylenes (BTEX) and polynuclear aromatic hydrocarbons (P AH). The results of the sampling and analysis events will be reported to Augusta-Richmond County in an annual groundwater monitoring report. The final report will include an evaluation to determine if a CAP-Part B will be required for this Facility. Our cost does not include the pIeparution of a Ci\P-Part B. If a CAP-Part B is required, EMA ~'Vill prepare a..l1 estimate for this work at that time. Based on the Scope of Work described above, EMA's estimated cost to complete these activities is $2,600. A breakdown of the total cost is as follows: Task Cost Groundwater Sampling/ Analytical (2 sampling events) Report Preparation (2 Reports) Total $1,900 $700 $2,600 rr' I - f~ 12 ,J IN lil 1~,(' /., (.J ~ -1;'1 1(;; .. December 16, 1998 Reference No, 100 -2- EMA appreciates the opportunity to submit this proposal to Augusta-Richmond County. Should you have any questions related to our proposal, please contact the undersigned at (770) 271-2898. We look forward to working with you on this project. Yours truly, Environmental Management Associates, LLC !J~~' Brent Cortelloni, CHMM BC/bc/6