HomeMy WebLinkAboutGeorgia EPD Comment Response
Augusta Richmond GA
DOCUMENT NAME: 0f[)(3Itl G:PD L{)rnfYJlll+ Resp()!lSG
DOCUMENT TYPE: U D pt)SaJ
YEAR: aroo
BOX NUMBER: I D
FILE NUMBER: / 4? 5&
NUMBER OF PAGES:
~,
.'t: ~~~
.L. A'", 7
~VV .r,~ '1
LAWGIBB Group Member ~
...~
..
(Rev, 4/99)
PROPOSAL ACCEPTANCE SHEET
Project Name Georgia EPD Comment Response
Project Location Augusta - Richmond County
Proposal No. and Date 12000-0-000 Phase - 0045. 4/27/00 LAW Branch Location Kennesaw
CLIENT
Name Augusta Richmond County Attention Mr. Hameed Malik
Address Public Works Engineering Division. 530 Greene Street. Room 701
Augusta. Georgia Zip Code 30911 Phone Number (706)-821-1706
Address Billing to Same
TERMS AND CONDITIONS
I, SERVICES TO BE PROVIDED, Law Engineering and Environmental Services, Inc, ("LAW') is an independent consultant and agrees to provide Client, for its sole benefit and
exclusive use. the consulting services ("Services") set forth in the proposal referenced above ("Proposal"), which is incorporated by reference, There are no third party beneficiaries to this
Agreement
2, STANDARD OF CARE, LAW will perform its services using that degree of skill and care ordinarily exercised under sirnilar conditions by reputable members of LAWs
profession practicing in the same or similar locality at the time the services are performed. NO OTHER WARRANTY. EXPRESS OR IMPLIED, IS MADE OR INTENDED,
3, PA YMENT TERMS, Client agrees to pay LAWs invoice upon receipt,
n.f I OJ.: rr ITlnnth 1'...,. thp ~llnunhlp l"g~1 mil'- nn rnp p~<::t rill" ::.mnJlnt pille rPllcnn!\hl,. ~"n",,~,lt" rA~ ....~ l1t'p'OA[B[; Time is afthe essence afthis provision, LAW may suspend services if
payment of any invoiced amount not reasonably in dispute is not received by LAW within 60 days of Client's receipt of LAWs invoice. Client receipt of invoice will be presumed three days
after mailing with adequate first class postage attached, '
4, INSURANCE, LAW maintains the following insurance coverage:
a, Worker's Compensation Insurance - statutory amount
b, Commercial General Liability Insurance - $2,000,000 per occurrencel$3,000,000 aggregate,
c, Automobile Liability Insurance- $2,000,000 combined single limit.
d. Professional Errors & Omissions - $1,000,000 per claim/$2,ooo,OOO aggregate,
5, SAMPLE AND WASTE DISPOSAL, Samples generally are consumed or altered during testing and are disposed of immediately upon completion of tests, If Client wishes LAW
to retain any samples, at Client's wrinen request, LAW will use its best efforts to retain preservable samples or the residue therefrom but only for a mutually acceptable time and for an
additional charge. LAW reserves the right to refuse storage of any samples. Client agrees that LAW is not responsible or liable for loss of samples retained in storage, If Client requests LAW
to containerize drilling wastes and/or fluids produced by LAWs activity ("Wastes"), Client will provide a secure storage location at or near the project site to prevent tampering with the Wastes,
Non-hazardous Wastes will be disposed of by LAW for an additional charge at an appropriately licensed facility.
In the event that Samples or Wastes contain asbestos, toxic or hazardous constituents ("Contaminants"). LAW will either: I) return the Samples or Wastes to Client for proper disposal: or 2)
using a manifest signed by Client as generator and for an additional fee, have the Samples or Wastes transported to a location selected by Client for final disposal. Client agrees to pay all costs
associated with the stol1lge, transport, and disposal of Samples and Wastes, Client recognizes and agrees that LAW is acting as a bailee and at no time assumes title, constructive or express, to
such Samples or Wastes,
6, ENVIRONMENTAL INDEMNITY, To the maximum extent permitted by applicable law, Client shall defend, indemnifY and hold LAW harmless from any suit or claim for
damages, losses, penalties, fines, settlements, judgments, costs and attorneys fees, including personal injury ("Losses") related to or arising from exposure to or release of Contaminants at or
from the site before, during or after the Services, unless such Losses are determined to have been caused by LAWs negligence,
7, DOCUMENTS, All documents generated by LA W under this Agreement ("Work Product"), shall be LAWs sole property, LAW will furnish Client the agreed upon number
of written reports and supporting documents for Client's exclusive internal use and reliance and for regulatory submittal in connection with the project or Services. Client agrees that
under no circumstances shall any Work Product be distributed to any third parties, be published, used in advertising, or be reused at any location or for any project not expressly
provided for in this Agreement without LAW's prior written permission, Any unauthorized use or distribution of LAW's Work Product shall be at Client's and recipient's sole risk and
without liability to LAW, Client agrees to indemnifY and hold LAW harmless from any unauthorized use or distribution of LAW's Work Product, including attorney's fees and costs,
If Client wishes to distribute LAW's Work Product to any third party not described above, or for any third party to rely on LA W's Work Product, Client and the third party must first
contact LAW and execute LAW's Standard Secondary Client Agreement. Reports provided for disclosure of information only will not require a separate agreement LAW makes no
representation as to the suitability of LA W's report for the third party's purposes. Client acknowledges that LAW's report(s) reflects conditions only at the time of the study and may not reflect
conditions at a later time, Client 'acknowledges that any request for LAW to refease its Work Product to a third party creates a potential conflict of interest and agrees that its request for
LAW to release any Work Product to a third party shall serve as a waiver of any conflict of interest.
Client agrees that all Work Product furnished to Client or Client's agents or designeeS, ifnot paid for or if improperly used, published or distributed will be returned upon demand and will not
be used for any purpose whatSoever, LAW may retain a file copy of its Work Product and related documents, including Client-provided documents.
Upon Clients request, LAWs Work Product may be provided on electronic media; however, the written copy retained by LAW in its files shall be the official base document LAW makes no
warranty or representation that the electronic copy is accurate or complete. Any modifications of the electronic copy by Client shall be at Clients sole risk and without liability to LAW, The
electronic copy is subject to all conditions of this Agreement. .
8, LIMIT AnON OF LIABILITY, TO THE FULLEST EXTENT PERMITIEIJBY APPLICABLE LAW, AND FOR ADDmONAL CONSIDERA nON OF $10.00, THE
RECEIPT AND SUFFICIENCY OF WHlCH IS ACKNOWLEDGED, CLIENT AGREES TIIA T LAWS LIABILITY, AND TIIA T OF ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND SUBCONTRACTORS, TO CLIENT, ANY SECONDARY CLIENTS OR ANY TI-nRD PARTY DUE TO LAW'S BREACH OF CONTRACT OR NEGLIGENT
PROFESSIONAL ACTS, ERRORS OR OMISSIONS WILL BE LIMITED TO AN AGGREGATE OF $50,000 OR THE TOTAL FEES PAlD BY CLIENT TO LAW UNDER THE
PROPOSAL, WHlCHEVER IS GREATER
1 of 2
PAS. RevUed by MCS 4/19/9
./
1 ~..._
,~ ,,~'..'~""......
NEITHER PART\' SHALL BE RESPONSIBLE TO THE OTHER FOR ANY CONSEQUENTIAL. ECONOMIC OR INCIDENTAL DAMAGES (INCLUDING LOSS OF USE, INCOME,
PROH;S.'FINANCING OR REPUT A nON) ~I?,JSING l;lUT OF OR RELATING TO TIllS AGREEMENT. Z;,'o ..
9, SITE RESPONSIBILITY, LAWs services do not include supervision or direction of the means, methods or actual work of contractor{s} not retained by LAW, The presence Of
LA W's representative will not relieve the contractor{s} of its responsibility to perform the work in accordance with the plans and specifications, Client agrees that the contractor(s} will be solely
responsible for working conditions on the job site, including security and safety during performance of the work, and compliance with Client safety requirements and OSHA regulations, It is
agreed that LAW is not responsible for job or site safety or security. other than for LAW's employees. and that LAW does not have the right or duty to stop the work of others.
10, SITE OPERATIONS, Client will arrange for right-of-entty to the property and will execute any necessary site access agreement. Client shall provide LAW with an accurate
description of the job site. all available site information. and all documents deemed necessary by LAW, Unless otherwise stated in the proposal, Client will be responsible for establishing
test or boring locations, Field tests or boring locations described in LAW's repon or shown on sketches are based on specific information furnished by others or estimates made in the field by
LA W's personnel. Such dimensions. depths or elevations are approximations, Unless otherwise stated in the Proposal, LAW's charges do not include costs of restoration of damage which may
result from the Services, LAW is not responsible for any damage or loss due to undisclosed or unknown surface or subsurface conditions oWned by Client or third panies. except to the extent
such damage or loss is a result of LAW's negligence. Client agrees, for the additional consideration of $1,00, to indemnify LAW, its directors. officers, employees, agents and subcontractors,
from any such claims. suits or losses, including related reasonable anorney's fees and costs, to the extent the losses are not caused by LAW's negligence.
II. CLlEI'T DISCLOSURE. Client agrees to advise LAW of any hazardous substance or any condition on or near the site that presents a potential danger to human health, the
environment, or LAW's equipment. LAW does not assume control of or responsibility for the site or the person(s) in charge of the site, or undenake responsibility for reponing to any federal,
state or local agencies any conditions at the site that may present a potential danger to public health. safety or the environment. Client agrees to notify the appropriate federal, state or local
agencies as required by law, or otherwise make timely disclosure of any information that may be necessary to prevent damage to human health, safety, or the environment. Client acknowledges
that LAW may be required to make such disclosures if Client fails to do so, and agrees to hold LAW harmless for any such disclosure,
12. TERJVlINA TION, Either party may terminate this Agreement without cause upon 14 days' prior wrinen notice, In such event, CI ient shall take possession of the premises and the
materials and equipment paid for and belonging to Client, and LAW shall be paid for all Services performed to the date of termination, In the event Client requests termination, LA W shall also
be paid all reasonable costs incurred in project close out. This Agreement will terminate automatically upon the insolvency of Client.
13, TESTIMONY. Should LA W or any LA W employee be requested or compelled by law to provide testimony or other evidence by any party in relation to the Services, and
LA W is not a party to the dispute, LAW shall be compensated by Client for LAW's preparations. document retrieval. document reproduction and testimony at appropriate unit rates.
LAW shall provide expen witness testimony penaining to any Services at premium rates of (,5 times LAW's standard rates, Client agrees to provide reasonable travel, lodging and meal
expenses as required,
14, YEAR 2000 COMPLIANCE, Unless expressly provided for in LAW's Proposal, the Services do not include assessment of year 2000 ("Y2K") compliance and the absence of any
observations or recommendations with regard to Y2K compliance in LAW's repons should not be construed to indicate that any building system component is Y2K compliant. If the Services
include Y2K compliance issues, the panies understand and agree that LA Ws Services do not include any warranty, cenification or guarantee that the systems evaluated by LAW are Y2K
compliant and/or will function,properly with regard to the processing ofY2K and beyond dates, Client agrees to hold LAW harmless from any and all claims arising from such failures,
including the claims of third panies and anorney's fees and costs,
15, FORCE MAJEURE, LAW shall not be liable for damages due to delay or failure to perform any obligation under this Agreement if such delay or failure results from
circumstances beyond the control of LA W, In the event of such a force majeure, the time for LA W's performance shall be extended for the duration of the force majeure event. In no event
shall any Client internal computer failure related to the processing of Year 2000 and beyond dates qualify as an event of force majeure, This provision shall not excuse Client's obligation to
make payments when due.
16. UNANTICIPATED CONDmONS, Should LA W encounter conditions at any site which were not reasonably anticipated or which increase the risk involved in LAW's
completion of Services, upon notice to Client. LAW in its sole discretion may: a) continue with the Services to completion; b) suspend activities and prepare a Change Order Request prior
to proceeding; or c) terminate all Services, Such termination shall not be a breach of this Agreement by LAW,
17, OPINIONS OF COST. If included in the Proposal, LAW will provide opinions of costs for installation of materials, remediation or construction based upon LAW's
experience on similar projects, However. such opinions are intended to provide information on the magnitude of such costs and are not intended for use in firm budgeting or negotiation
unless specifically agreed otherwise in advance in writing by LAW, Client understands the actual cost of work depends on many factors beyond LAW's control and may vary
significantly from LAW's estimate,
18, PRJORITY OVER FORM AGREEMENTSIPURCHASE ORDERS, The panies agree that the provisions of this Agreement shall control and govern over any orders, such as
Purchase Orders or Work Orders or other form writings issued or signed by the panies ("Orders"), and that such forms may be issued by Client to LAW without altering the terms hereof,
regardless of any contrary language appearing on the Order.
19, GOVERNING LAW, This Agreement shall be governed by the laws of the state of Georgia, The parties each had an opportunity to review and negotiate this Agreement and this
Agreement shall not be construed more strictly against one party as drafter,
20. SURVIVAL. All provisions of this Agreement for indemnity, limitation of liability, document control or allocation of responsibility or liability between Client and LAW shall
survive the completion of the Services and/or the termination of this Agreement.
21, SEVERABILITY, In the event any part of this Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or
unenforceable provision shall be interpreted and enforced as closely as possible to the intent of the panies,
22, ASSIGNMENT. This Agreement may not be assigned by either party without the prior wrinen permission of the other, Client acknowledges that LAW may subcontract ponions
of the Services to its affiliated companies and/or utilize employees of its affiliated companies in performing the Services, without prior Client approval.
23. INTEGRATION. This Agreement, the Proposal and the Proposal's attachments constitute the entire Agreement between the panies and can only be changed by a wrinen
instrument signed by the panic:s. ' ,
24, CONSIDERA nON, The parties agree the charges for LAWs Services are sufficiently adjusted to include any specific consideration payable to Client under these terms and
conditions,
25, A TIORNEY AUTHORITY, If LA W is being retained by Client's counsel, such counsel represents thathelshe has the authority to bind, and hereby expressly binds, Client to
these terms and conditions,
2000.
cPN
2 of 2
PAS. Rcviu:d by MCS 4/19/99