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HomeMy WebLinkAboutGannett Fleming Inc and Public Works Augusta Richmond GA DOCUMENT NAME: G- R ('J N eTr F J ~ h'1/1V~ ~ I\k:. a.t\J 0 PtJ6Ll C t0o~ DOCUMENT TYPE: A ~ (<. 6.~ d'1) e:;oJT YEAR: ~(X) c:;- BOX NUMBER: ~S- FILE NUMBER: 11 &Dtf NUMBER OF PAGES: II ; I I, CONSULTANT SERVICES AGREEMENT , ! I BE1;WEEN AUGvUSTA, GEORGIA CONSULTANT SERVICES AGREEMENT ; ; BETWEEN PUBLIC WORKS AND ENGINEERJNG DEPARTMENT AUGUST A, GEORGIA AND Gannett Fleming, Inc. This Agreement is made and entered into this -L.S.- day of ~ ' 2001 by and between Augusta, Georgia, hereinafter called the "City" and "Consult t", a Corporation authonzed to do business in Georgia, hereinafter called the "Consultant." Whereas, the City desires to engage a qualified and experienced consulting :firm to furnish professional services for: Technical and Other Services for the Second Augusta Brownfield Assessment Grant Whereas, the Consultant has represented to the City that it is experienced and qualified to provide the services contained herein and the City has relied upon such representation. Now, therefore, in consideration of the mutual promises and covenant herein contained, it is agreed by and between the City and the Consultant that the Consultant shall provide the professional services of the Project (as detailed in Consultant's response to RFP # 04-069 dated , ' March 31, 2004 - see Scope of Services). Augusta Public Works & Engineering Department Professional Services Agreement February, 2005 AMOUNT OF CONTRACT .. .; It is agreed that the compensation hereinafter specified to perform the services (see Scope of Services) required by this Agreement includes both direct and indirect costs chargeable to the project. Engineering Services: $116,000.00 The maximum obligation ofthe City to the Consultant under the terms of this Agreement shall be: $116,000.00 Augusta Public Works & Engineering Department Professional Services Agreement February, 2005 2 GENERAL CONDITIONS RIGHT TO ENTER The Consultant shall notify all property owners or occupants of the intent to enter properties for the purpose of accomplishing surveys or other field investigations in accordance with the practices of the City. The Consultant shall discuss with and receive approval from the Augusta Public Works and Engineering prior to sending said notices of intent to enter private property. Upon request by the Consultant, the City will provide the necessary documents identifying the Consultant as being in the employ of the City for the purpose described in the Agreement. If the property owner or occupant denies the Consultant permission to enter, such incident will be reported to the City and the City will initiate such action as is dictated by current policy and procedure. ACCURACY OF WORK The Consultant shall be responsible for the accuracy of the work and shall promptly correct its errors and omissions without additional compensation. Acceptance of the work by the City will not relieve the Consultant of the responsibility for subsequent correction of any errors and the clarification of any ambiguities. ENGINEER Director of Public Works & Engineering or duly appointed representative(s) shall act as the Liaison Engineer between the Consultant and the City and all utilities, and authorities or governments whose properties will be affected. All correspondence, data, information, and reports shall be directed to the Director who will provide for proper distribution to the parties concerned. All conferences, including telephone conversations and decisions, shall be reduced to writing by the Consultant and at least two (2) copies shall be forwarded to the Director within seven (7) calendar days of the event. The Consultant shall meet with the City for review of the work or submit in writing a project status update on a monthly basis or as determined by the City. DELIVERY OF NOTICES All written notices, demands, and other papers or documents to be delivered to the City under this Agreement shall be delivered to the City's office, 530 Greene Street, Room 702, Augusta, Georgia 30911, Attention: Assistant Environmental Engineer, or at such other place or places as I may be subsequently designated by written notice to the Consultant. All written notices, demands, and other papers or documents to be delivered to the Consultant under this Agreement shall be directed to or at such a place or places subsequently to be designated in writing by the Consultant to the City. Augusta Public Works & Engineering Department Professional Services Agreement February, 2005 3 SUPERVISION AND CONTROL The Consultant shall perform the services required to accomplish the work plan as stated above under such control and supervision by the City, as the City may deem appropriate. COVENANT AGAINST CONTINGENT FEES The Consultant shall comply with the relevant requirements of all Federal, State, County, or local laws. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability, or, at its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. EMPLOYMENT OF COUNTY'S PERSONNEL The Consultant shall not employ any person or persons in the employ of the City for any work required by the terms of this Agreement, without the written permission of the City except as may otherwise be provided for herein. REVIEW OF WORK Authorized representatives of the City may at all reasonable times review and inspect the project activities and data collected under the Agreement and amendments thereto. All reports, drawings, studies, specifications, estimates, maps and computations prepared by or for the Consultant, shall be available to authorized representatives of the City for inspection and review at all reasonable times in the main offices of the City. Acceptance shall not relieve the Consultant of its professional obligation to correct, at its expense, any of its errors in work. The Public Works and Engineering Department may request at any time and the Consultant shall produce progress prints or copies of any work as performed under this Agreement. Refusal by the Consul~ant to submit progress reports and/or plans shall be cause to withhold payment to the Consultant until the Consultant complies with the City's request in this regard. The City's review recommendations shall be incorporated into the plans by the Consultant. RESPONSffiILITY FOR CLAIMS AND LIABILITY The Consultant shall be responsible for any and all damages to properties or persons caused by its employees, subcontractors, or agents, and shall hold harmless the City, its officers, agents, and employees from all suits, claims, actions, or damages of any nature whatsoever to the extent found to be resulting from the Consultant, its su1)contractors, or its agents in the negligent I performance or non-performance of work under this Agreement. These indemnities shall not be I limited by reason of the listing of any insurance coverage. Augusta Public Works &, Engineering Department Professional Services Agreement February, 2005 4 INSURANCE Prior to beginning work, the Consultant shall obtain and furnish certificates to the City for the following minimum amounts of insurance: A. Workmen's Compensation Insurance in accordance with the laws of the State of Georgia. B. Public Liability Insurance in an amount of not less than One Hundred Thousand ($100,000.00) Dollars for injuries, including those resulting in death to anyone person, and in an amount of not less than Three Hundred Thousand ($300,000.00) Dollars on account of anyone occurrence. C. Property Damage Insurance in an amount of not less than Fifty Thousand ($50,000.00) Dollars from damages on account of any occurrence, with an aggregate limit of One Hundred Thousand ($100,000.00) Dollars. D. Valuable Papers Insurance in an amount sufficient to assure the restoration of any plans, drawings, field notes, or other similar data relating to the work covered by the Project. E. Professional Liability Insurance in an amount that correlates to the amount of this agreement and nature of the project. COMPENSATION The City shall compensate the Consultant for services which have been authorized by the City under the terms of this Agreement. The Consultant may submit to the City a monthly invoice, in a form acceptable to the City and accompanied by all support documentation requested by the City, for payment for the services which were completed during the billing period. The City shall review said invoices for approval. The City shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the City, are unreasonably in excess of the actual stage of completion of each phase. The City shall pay each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not be considered to be evidence of performance by the Consultant to the point indicated by such invoice, or of receipt of acceptance by the City of the services covered by such invoice. The City shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems which have been encountered which may inhibit execution of the work. The Consultant shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. Compensation for design services for the Augusta Public Works and Engineering Department shall be a lump sum for each phase or item of work authorized by the City. The Consultant shall invoice based on the percentage of the work completed during the billing period. Upon completion by the Consultant of each phase of the work and approval thereof by the City, the City will pay the Consultant a sum equal to one hundred percent (100%) of the compensation set forth herein, less the total of all previous partial payments, paid or in the process of payment except as otherwise stated. Augusta Public Works & Engineering Department Professional Services Agreement February, 2005 5 CONTRACT DISPUTES This Agreement shall be deemed to have been executed in Augusta, Georgia, and all questions of interpretation and construction shall be governed by the Laws of the State of Georgia. All claims, disputes and other matters in question between the Owner and the Consultant arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The Consultant, by executing this Agreement, specifically consents to venue in Augusta and waives any right to contest the venue in the Superior Court of Richmond County, Georgia. CONTRACT TERMINATION Pursant to O.c.G.A. 36-60-13, this Agreement shall terminate absolutely and without further obligation on the part of the City at the close of the calendar year in which this Agreement is executed and at the close of each succeeding calendar year for which the agreement may be renewed by the parties hereto. This Agreement shall nevertheless automatically be renewed unless the City provides written notice to the Consultant of its intention to terminate the Agreement at least thirty days prior to the close of the calendar year for which the Agreement is presently effective between the parties and/or has been renewed by the City. This Agreement shall obligate the City solely for those sums payable during the initial term of execution or in the event of renewal by the City for those sums payable in such individual renewal terms. Notwithstanding the foregoing language, the Consultant agrees to continuously render the professional services specified by the Agreement to the City for such terms or renewal terms as are effective pursuant to this Agreement and for which the City agrees to pay in accordance with the terms of the Agreement or any future amendments thereto. The City may terminate this contract in part or in whole upon written notice to the Consultant. The Consultant shall be paid for any validated services under this Contract up to the time of termination. PERSONNEL The Consultant represents that it has secured or will secure, at its own expense, all personnel necessary to complete this agreement, none of whom shall be employees of, or have any contractual relationship with, the City. Primary liaison with the City will be through its designee. If the project includes AU work, the Consultant shall identify, in writing, a water/sewer project manager responsible for direction and coordination of this portion of the project. All of the services required hereunder will be performed by the Consultant under his, supervision, and all personnel engaged in the work shall be fully qualified and shall be I authorized or permitted under law to perform such services. ! All professional personnel, including subcontractors, engaged in performing services for the ' Consultant under this agreement shall be indicated in a personnel listing attached hereto. No I changes or substitutions shall be permitted in the Consultant's key personnel as set forth herein without the prior written approval of the Director or his designee. The Consultant shall employ in responsible charge of supervision and design of the work only persons duly registered in the Augusta Public Works Professional Services Agreement & Engineering Department February, 2005 6 appropriate category; and further shall employ only qualified surveyors in responsible charge of any survey work. The Consultant shall endorse all reports, contract plans, and survey data. Such endorsements , shall be made by a person duly registered in the appropriate category by the Georgia State Board of Registration for Professional Engineers and Land Surveyors, being in the full employ of the Consultant and responsible for the work prescribed by this agreement. CONFIDENTIALITY The Consultant agrees that its conclusions and any reports are for the confidential information of the City and that it will not disclose its conclusions in whole or in part to any person whatsoever, other than to submit its written documentation to the City, and will only discuss the same with it or its authorized representatives. Upon completion of this agreement term, all documents, reports, maps, data and studies prepared by the Consultant pursuant thereto shall become the property of the City and be delivered to the Director of Public Works & Engineering. Articles, papers, bulletins, reports, or other materials reporting the plans, progress, analyses, or results and findings of the work conducted under this agreement shall not be presented publicly or published without prior written approval in writing by the City. It is further agreed that if any information concerning the project, its conduct, results, or data gathered or processed should be released by the Consultant without prior approval from the City, the release of same shall constitute grounds for termination of this agreement without indemnity to the Consultant, but should any such information be released by the City or by the Consultant with such prior written approval, the same shall be regarded as public information and no longer subject to the restrictions of this agreement. . . IN WITNESS WHEREOF, said parties have hereunto set their seals the day and year written below. Executed on behalf of Consultant. RECOMMEND FOR APPROV AL~ CITY OF AUGUST A, GEORGIA ~ 1:';') ~J1,._1 1A~~r~ Bob YOuntM~;o{""'~ $~Wrt" Approved: Date [ATTACHED CORPQRATE SEAL] Title: ,. . " ~" ., > ,., Augusta Public Works ,''; ,~,' : & Engineering Department GANNETT FLEMING, INC. R-~ (4#~ lI(re rt5/J'IIf 'w. ,- Approved: Date ~ II 9/ 0 5 ~r>':'\"Y' , , " : ' .'"- .,...4 ~ [ATTACHED CORPORATE SEAt,]~ o~IT ~: s;__ --:.::,. ATTE~~;/\-;,. Title: !l>sis!a"f Se.C~~l '"-7 . ~ -~/~~....'- ;-- ~~'- ,. "-...> ~~ J ' i -........ ,~ Professional Services Agreement February, 2005 7 SPECIAL CONDITIONS - ENVIRONMENTAL ASSESSMENTS These special conditions for environmental assessments apply to the extent that they do not conflict with any other terms or conditions of this Agreement. 1.1 Standard of Care Consultant's services will be provided in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. 1.2 Limitation of Liability City agrees that Consultant's total liability to City (including liability under law to indemnify City or any other reason) shall not exceed $200,000. 1.3 Indemnification of City Subject to the limitations of 1.2, Consultant agrees to indemnify City from all claims, judgments and awards for damage to property and personal injury arising out of the negligent acts of Consultant and those persons for whom it is legally responsible. 1.4 Indemnification of Consultant City agrees to indemnify Consultant from all claims, judgments and awards for damage to property and personal injury arising out of the negligent acts of City and those persons for whom it is legally responsible, or arising out of any unsafe condition not created by Consultant on City's property. . ' 1.5 Underground Structures and Utilities In the performance of its services, Consultant will take reasonable care to avoid damage to underground structures or utilities. City agrees to indemnify, and hold Consultant hannless from and against all liability, claims, demands, losses, expenses, and costs including attorney's and damage to or consequential loss from damage to any underground structures or utilities which were not shown on plans furnished to Consultant by City, except where such damage can be shown to be caused by Consultant's negligence. 1.6 Obligations of City City shall be responsible for coordination with all consultants or work forces hired directly by City and all goveilllnental agencies that have an interest in the work or the site. City shall furnish all legal, accounting and insurance consulting services as may be necessary at any time for the Project, including auditing services. City shall furnish informati~n specified in the Scope of Services and shall render approvals and decisions as expeditiously as necessary for the orderly : progress of Consultant's services. i 1. 7 Miscellaneous All Consultant's services under this Agreement are intended solely for City's benefit. Nothing contained herein shall confer any rights upon or create any duties on the part of Consultant toward any person or persons not a party to this Agreement including, but not limited to, City's 1 contractors, subcontractors, suppliers, agents, insurers or sureties. Consultant is not responsible for the safety of any party at the worksite who is not under Consultant's direct control. 2.0 SPECIAL, TERMS AND CONDITIONS FOR ENVIRONMENTAL ASSESSMENT SERVICES The Special Terms and Conditions set forth in this Article shall apply only where the work consists in whole or in part of environmental assessment services. To the extent that these Special Terms and Conditions conflict or are inconsistent with the General Terms and Conditions of Article 1.0, the provisions of Article 2.0 shall govern. 2.1 Limitation of Liability and Indemnification of Consultant City is providing various title, surveys, and construction documents to Consultant so that Consultant can perform the environmental assessment services requested by City. City is fully aware of potentially uninsurable risks to Consultant in performing environmental assessment services. Accordingly, City agrees to bring no claim against Consultant either directly or by means of impleader, third party claim, or cross claim, and to indemnify Consultant from all claims and costs arising out of the performance of any environmental assessment services provided by Consultant. , . . 2.2 State of the Art Limitation on Consultant's Responsibilities City understands and agrees that field techniques and analytical capabilities are evolving and that currently acceptable investigative approaches and techniques may be superseded. City understands and agrees that Consultant's failure to discover hazardous materials does not guarantee that such materials do not exist on the project site and that a site that is not contaminated may become contaminated. Therefore, although Consultant will use reasonable care and the level of skill exercised by members of the profession currently practicing under similar conditions, City agrees that Consultant shall not be responsible for claims and damage arising from its failure to detect the presence of hazardous materials through techniques and practices commonly used for this purpose. 2.3 Disclaimer Clause in Reports City agrees to the following disclaimer which will appear in all Phase I environmental assessment reports prepared by Consultant. "This assessment report, prepared consistent with ASTM Standard E1527-00 for Environmental Site Assessments, is based partially on information, documents and data obtained from others and Gannett Fleming makes no representation or warranty concerning the accuracy or completeness of this information in describing site operations or environmental conditions. Some of the information presented in this report may be subject to varying interpretations and conclusions. The information contained in this report was developed from information available and conditions observed on the survey date. Gannett Fleming shall not be liable for financial or other losses or subsequent damage' caused by or related to any use of this document. This report was prepared for the sole use o~ Augusta, Georgia and any other distribution without Gannett Fleming's written consent iSI prohibited. 2.4 Content of Site Assessment Reports City understands that: 2 a. Consultant will make no representation or warranty regarding the value of any property or its suitability for a particular purpose. b. Consultant may estimate the cost of environmental remediation at the site. However, City understands that actual costs may differ substantially from Consultant's estimate. c. Consultant's report does not constitute legal advice. d. Information in Consultant's report may have been obtained from others. Consultant does not represent or warranty that such information is accurate or that it has made any independent investigation to verify the accuracy of information provided by others. , . 3