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HomeMy WebLinkAboutALTERNATIVE CONSTRUCTION & ENVIRNMENTAL SOLUTIONS TO PROVIDE ENG SERVICES MUN. BLDG RENOVATIONS AGREEMENT FOR ENVIRONMENTAL ENGINEERING SERVICES BETWEEN Augusta, Georgia, a political subdivision of the State of Georgia Acting by and through the Augusta Richmond County Commission Hereinafter Referred to as Owner AND Alternative Construction & Environmental Solutions, Inc. Hereinafter Referred to as Environmental Consultant SPLOST VI PROJECT: Environmental Engineering Services for the Augusta, Georgia Municipal Building DATE: AGREEMENT FOR ENVIRONMENTAL ENGINEERING SERVICES TABLE OF CONTENTS Page Article 1 Definitions 3 Article 2 Relationship of the Parties 5 Article 3 Basic Services 6 Article 4 Compensation 9 Article 5 Period of Services 11 Article 6 Owner's Responsibilities 11 Article 7 Notices 12 Article 8 Insurance 12 Article 9 Indemnification 13 Article 10 Termination of Agreement 14 Article 11 Dispute Resolution 15 Article 12 Successors /Assignment/Third Parties 16 Article 13 Ownership of Documents/ Confidential Information 16 Article 14 Additional Provisions 16 Attachment A: Project Schedule 2 AGREEMENT FOR ENVIRONMENTAL CONSULTANT SERVICES AGREEMENT made this day of , 2011, BETWEEN the Owner: Augusta, Georgia, a political subdivision of the State of Georgia, acting by and through the Augusta Richmond County Commission and the Environmental Consultant: Alternative Construction & Environmental Solutions, Inc, for Professional Services in connection with the Project known as: Environmental Engineering Services for the Augusta, Georgia Municipal Building. The Construction Program Manager for the Project is: Heery International, Inc. The Owner and the Environmental 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 all environmental services, as described herein, to be conducted in conjunction with the renovations and modernization of the Augusta, Georgia Municipal Building located at 530 Greene Street Augusta, Georgia. Environmental services include assessment of hazardous materials such as asbestos, lead -based paint and polychlorinated biphenyl (PCB), meetings and abatement plan preparation. 1.2 SERVICES. The Services to be performed by the Environmental 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 environmental services as described in Article 3, to be performed and provided by the Environmental Consultant under this Agreement in connection with the Project. 1.4 ADDITIONAL SERVICES. Additional Services shall consist of the environmental services agreed to be performed by the Environmental Consultant in connection with the Project, but which are not specifically designated as Basic Services in Article 3. 1.5 WORK. The Work shall consist of tasks identified in Paragraph 1.1 above. 3 1.6 PROJECT DOCUMENTS. The abatement and demolition phase of the Project shall be completed in accordance with the Project Abatement Plan and Specifications, which will be prepared by the Environmental Consultant and approved by the Owner prior to the execution of the Agreement between the Construction Manager at Risk and the Owner: 1.7 CONSTRUCTION MANAGER at RISK. The Construction Manager at Risk is the person or entity which enters into an agreement with the Owner to perform the renovations and modernization on the Project, including, without limitation, the providing of labor, materials, and equipment necessary for the completion of the Project. The term "Contractor" means the Construction Manager at Risk or its authorized representative, but excludes the Construction Program Manager and the Environmental Consultant. 1.8 BASIC SERVICES COMPENSATION. Basic Services Compensation shall be fees designated in Article 4 to be paid by the Owner to the Environmental Consultant in connection with the performance of the Basic Services by the Environmental Consultant. 1.9 REIMBURSABLE EXPENSES. In connection with Additional Services, Reimbursable Expenses are those actual expenditures made by the Environmental Consultant, its employees, or its Professional Consultants in the interest of the Project including but not limited to, County standard per diem out -of- pocket expenses for travel and living expenses in connection with the Project, long distance telephone, expressage, professional consultants (other than those required for the performance of the Basic Services), and Owner - approved document reproduction. Pre - approved document reproduction expenses include expenses incurred for Bidding Documents, exclusive of addenda, and documents issued for permitting and/or construction. 1.10 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. 1.11 MASTER SCHEDULE. The Master Schedule is a graphic display of the major activities, phases, sequences and timing of the major project activities for design, construction procurement, construction and occupancy. 1.12 CHANGE ORDER. A Change Order is the form of documentation from the Owner approving and authorizing a modification to the Master Schedule or previously approved contract documents. 4 ARTICLE 2 RELATIONSHIP OF THE PARTIES 2.1 ENVIRONMENTAL CONSULTANT SERVICES. The Environmental Consultant shall provide professional environmental services for the Project in accordance with the terms and conditions of this Agreement. The Environmental Consultant's performance of services shall be as professional consultant to the Owner to carry out the activities of Project and to provide the technical documents and supervision to achieve the Owner's Project objectives. 2.2 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 environmental responsibilities of any nature. None of the activities of the Construction Program Manager supplant or conflict with the services and responsibilities customarily furnished by the Environmental Consultant or subconsultants in accordance with generally accepted environmental consulting practices, except as otherwise modified by this Agreement. The Environmental Consultant understands and agrees that the Construction Program Manager is the Owner's exclusive representative to the Environmental Consultant and Contractor insofar as this Agreement is concerned. All instructions by the Owner to the Environmental Consultant relating to services performed by the Environmental Consultant will be issued or made through the Construction Program Manager. All communications and submittals of the Environmental Consultant to the Owner and Contractor shall be issued or made through the Construction Program Manager, unless the Construction Program Manager shall otherwise direct. The Construction Program Manager shall have the authority to establish procedures, consistent with this Agreement, to be followed by the Environmental Consultant and Contractor and to call periodic conferences to be attended by the Environmental Consultant, and subconsultants, throughout the term of this Agreement. 2.3 Environmental 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 there under. Environmental Consultant waives any rights, claims or causes of action it may have as an alleged third party beneficiary of any such contract or of the performance of the parties there under. 2.4 ENVIRONMENTAL CONSULTANT REPRESENTATION 2.4.1 The Environmental Consultant shall provide a list of all consultants which the Environmental Consultant intends to utilize relating to the Project. The list shall include such information on the qualifications of the consultants as may be requested by the Owner. The Owner, through the Construction Program Manager, reserves the right to review the consultants proposed, and the Environmental Consultant shall not retain a consultant to which the Owner, through the Construction Program Manager, has a reasonable objection. 5 2.4.2 The Environmental Consultant shall provide to the Owner, through the Construction Program Manager, a list of the proposed key project personnel of the Environmental Consultant and its consultants 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 and consultants 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 Environmental Consultant's (or its consultants, if applicable) employ. 2.5 DIVISION OF RESPONSIBILITIES /SERVICES. The Environmental Consultant understands and agrees that should the Construction Program Manager provide the Environmental Consultant with any estimating assistance, cost or time control recommendations or other consultation, recommendations or suggestions, any or all such activities on the part of the Construction Program Manager or any other representative of the Owner shall in no way relieve the Environmental Consultant of the responsibility of fulfilling its obligations and responsibilities under this Agreement. ARTICLE 3 BASIC SERVICES 3.1 SCOPE OF SERVICES The Project includes a professional hazardous material (HAZMAT) survey of the Augusta, Georgia Municipal Building, production of an abatement plan and oversight of abatement work. The Phase II Environmental Assessment must be conducted in accordance with ASTM E1903- 97(2002). (Available at http:// www .astm.org /Standards/E1903.htm) The Municipal Building is an approx. 120,800 s.£, 9 story building (excluding the basement) located at 530 Greene Street. The existing floor plans are included with this package. Please note that the building is occupied and therefore the testing will be required to take place after normal business hours. The building will also be occupied during the renovations and therefore the work including any abatement of hazardous materials will be done in Phases. Inspections for asbestos containing materials (ACM) must be conducted in accordance with CFR 1926.1101, all inspectors must be qualified in accordance with U.S. Environmental Protection Agency (USEPA) and Georgia State Law and all laboratories must be accredited for Asbestos Materials that may need to be sampled and tested, including but not limit- to, ceiling, drywall, joint compound, flooring, insulation, caulking, roofing and flaahing. / `j Inspections, sampling and testing for lead -based paint must be conducted in accon a f - with 29 CFR 1926.62, and all other applicable USEPA, Housing and Urban Development (HUD) and U.S. Occupational Safety and Health Administration (OSHA) regulations. In the event that any samples contain more than 1.0 mg /cm lead, the area from which the sample was collected will also need to be tested by the Toxicity Characteristic Leaching Procedure (TCLP) to ensure resulting demolition debris is disposed of properly. 6 Scope of work includes, but is not limited to, HAZMAT survey and testing of the Municipal Building, preparation of a Remediation Action Plan, intermittent abatement compliance inspections and professional support of environmental issues that may arise during abatement and demolition work. Specific tasks included are: 1. Locate, sample and analyze all suspected asbestos - containing materials (ACM) in the structures identified herein. 2. Locate, sample and analyze all suspected lead- containing materials (LCM) in the structures identified herein. 3. Locate and analyze all suspected Polychlorinated Biphenyls (PCB) in the structures identified herein. 4. Locate and analyze any other suspected hazardous materials in the identified structures. 5. Produce a HAZMAT Building Survey Report summarizing findings and recommendations, with individual sections for ACM, LCM and PCB's. Include type and extent of each hazardous material, an estimated cost for abatement, and an estimated schedule for abatement. 6. Meet with Owner's Program Manager to discuss Survey Report, recommendations and preparation of abatement specifications and plans. 7. Prepare bidding /contract documents for demolition contractor, including specifications, drawings and/or photographs, work procedures, air sampling, disposal requirements, etc., as required to provide a scope of work definition which facilitates production of a fixed cost bid by a Georgia licensed abatement contractor. Such contract documents shall require that all abatement work be done in accordance with Federal, State and Local regulations. 8. Attend Demolition Pre - Proposal Conference and subsequent tour of buildings. 9. Assist in analysis of Bids or Proposals for abatement work. 10. Provide periodic oversight of abatement and remediation activities for compliance with contract documents. 11. Provide site observation reports of abatement activities and a final inspection report once all abatement work is completed. 12. Provide professional consulting on an "as needed" basis, for any issue of environmental concern that arises during building demolition, subsequent to HAZMAT abatement. 7 3.1.1 DELIVERABLES Two bound copies, and one unbound copy, of the HAZMAT Building Survey Report shall be submitted to the OWNER's Program Manager. Two bound sets of Contract Documents shall be submitted to the OWNER's Program Manager for review. One final set of reproducible Contract Documents, following OWNER review, suitable for inclusion in a set of bid documents or an RFP, shall be submitted to the OWNER's Program Manager. 3.2 ENVIRONMENTAL CONSULTANT'S PROFESSIONAL RESPONSIBILITY AND STANDARD OF CARE 3.2.1 By execution of this Agreement, the Environmental Consultant warrants that (a) it is an experienced environmental 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 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 Project (such laws, rules and regulations including, but not limited to, all local ordinances, city, county, state and federal authorities which are applicable to the Project, 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 drawings, specifications and other documents prepared by the Environmental Consultant shall be prepared in accordance with and shall accurately reflect and incorporate all such laws, rules and regulations. 3.2.2 The Environmental Consultant hereby represents and agrees that the drawings, specifications and other documents prepared by it pursuant to this Agreement shall be complete and functional for the purposes intended, except as to any deficiencies which are due to causes beyond the control of the Environmental Consultant. 3.2.3 The Environmental Consultant shall be responsible for any errors, inconsistencies or omissions in the drawings, specifications, and other documents. while the Environmental 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 Environmental Consultant throughout the period of performance under this Agreement to use due care with professional competence. The Environmental Consultant will correct at no additional cost to the Owner any and all errors and omissions in the drawings, specifications and other documents prepared by the Environmental Consultant. The Environmental Consultant further agrees, at no additional cost, to render assistance to the Owner in resolving problems relating to the design or specified materials. 3.2.4 It is the responsibility of the Environmental Consultant to make certain that all drawings, specifications and other documents are in accordance with applicable 8 laws, statutes, building codes and regulations and that appropriate approvals are obtained from Federal, State and local governments. 3.3 PROJECT CONFERENCES Throughout all phases of the Project, the Environmental Consultant and its consultants shall meet periodically with the Owner and Construction Program Manager when reasonably requested. Attendees shall be as jointly determined by the Owner, Construction Program Manager and Environmental Consultant. As a minimum, regularly scheduled meetings which the Environmental Consultant will attend include: 1. Project Launch Meeting 2. Assessment Review /Pre- Abatement Plan Meeting 3. Abatement Plan Review Meeting 4. Construction Manager at Risk Pre - Abatement Meeting ARTICLE 4 COMPENSATION 4.1 BASIC SERVICES COMPENSATION 4.1.1 The Owner shall compensate the Environmental Consultant in accordance with the terms and conditions of this Agreement, including the following: 4.1.2 For the Basic Services of the Environmental Consultant, Basic Services Compensation shall be in the not -to- exceed amount of Twenty Five Thousand Four Hundred and 00 /100's Dollars ($ 25,400.00). 4.1.3 The Basic Services Compensation stated in Paragraph 4.1.1 includes all compensation and other payments due the Environmental Consultant (manpower, overhead, profit, expenses, direct costs, etc.) in the performance of the Basic Services. 4.2 PAYMENTS TO THE ENVIRONMENTAL CONSULTANT. Payments on account of the Environmental Consultant shall be made as follows: 4.2.1 Payments for Basic Services shall be made upon completion of each of the following line items: Amount Due Asbestos Assessment $7,945.00 Lead -Based Paint Assessment $3,795.00 PCB Assessment $1,650.00 Abatement Plan Preparation /Review /Approval $2,500.00 Abatement Oversight and Air Monitoring $7,000.00 9 Closeout Documentation Preparation $ 500.00 As- Needed Consulting Services $1,560.00 Expenses and other direct costs (not to exceed) $ 450.00 4.2.2 No deductions shall be made from the Environmental Consultant's Basic Services Compensation on account of penalty, liquidated damages, retainage or other sums withheld from payments to Contractor. 4.2.3 If the Project is suspended for more than six months or abandoned in whole or in part by the Owner, the Environmental 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 Environmental Consultant's Basic Services Compensation shall be equitably adjusted. 4.3 ADDITIONAL SERVICES COMPENSATION 4.3.1 With respect to any additional services performed by the Environmental Consultant hereunder, the Environmental 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 Environmental Consultant to proceed with the Additional Services on a time spent basis with Additional Compensation Services to be computed as follows: 4.3.1.1 Should the Owner elect to contract with a separate entity to perform Additional Services, as described under Paragraph 4.3.1, the Environmental Consultant shall comply with reasonable requests from Owner, without additional compensation, with regards to coordination of work with the respective separate entity. 4.3.2 Payments for Additional Services of the Environmental Consultant shall be made monthly upon presentation of the Environmental Consultant's statement of services, fully supported by invoices, time cards, and other documentation as requested by the Owner. 4.4 ACCOUNTING RECORDS 4.4.1 Records of the Environmental Consultant with respect to Additional Services and payroll, consultant and other expenses (including Reimbursable Expenses) pertaining to the Project, shall be kept on generally accepted accounting principles and shall be available to the Owner or its authorized representative for inspection and copying at mutually convenient times. 4.4.2 At the request of the Owner or its authorized representative the Environmental Consultant will supply in a timely manner and certify as accurate, unaltered copies of all time sheets, invoices, and other documents to substantiate and document any and all Additional Services and Reimbursable Expenses. 10 ARTICLE 5 PERIOD OF SERVICE 5.1 Specific dates relation to the period f services will be set forth in the Sc . - dule "Attachment B. ". 4e -j e - D.+ ea- 434 dale 5.2 Unless earlier terminated as provided in Article 10 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 11); Professional Liability coverage (Article 8); Indemnification (Article 9); and Ownership of Documents /Confidential Information (Article 13) 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 Owner or Environmental Consultant, all specific dates noted in the Attachment A Schedule that are affected by the delay will be adjusted by the number of calendar days of the delay. This includes delays beyond the control of the Owner or Environmental Consultant, and any unforeseen conditions. 5.4 If the Owner materially revises the Project, a reasonable time extension and/or credit shall be negotiated between the Environmental Consultant and the Owner. 5.5 Time is of the essence of this Agreement. 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 Environmental Consultant and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Environmental Consultant's Services. 6.3 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. 11 ARTICLE 7 NOTICES 7.1 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. To Owner: Mr. Fred Russell Administrator Augusta Richmond County 530 Greene Street Augusta, GA 30901 7.2 To Environmental Consultant: Dan D. Troutman President Alternative Construction & Environmental Solutions, Inc. P.O Box 3229 Augusta, Georgia 30914 -3229 7.3 With Copy to: Forrest W. White, CCM, LEED ®AP Capital Improvements Program Manager Heery International, Inc. 501 Greene Street; Suite 307 Augusta, GA 30901 ARTICLE 8 INSURANCE 8.1 The Environmental 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 Environmental Consultant's employees or any other person; claims for damages because of injury to or destruction of personal property including loss of use resulting there from; and claims arising out of the performance of this Agreement and caused by negligent acts or omissions for which the Environmental Consultant is legally liable. Minimum limits of coverage shall be: INSURANCE DESCRIPTION Minimum Required Coverage a. Worker's Compensation Statutory 12 b. Public Liability $1,000,000 Combined Limit Bodily Injury: Each Person $100,000 Bodily Injury: Each Accident $200,000 Property Damage: Each Accident $100,000 c. Automobile Liability & Property Damage $1,000,000 Combined Limit Bodily Injury: Each Person $100,000 Bodily Injury: Each Accident $200,000 Property Damage: Each Accident $100,000 d. Professional Liability: $1,000,000 per Loss /Claim 8.2 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 Environmental 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. 8.3 The Environmental Consultant shall deliver to the Owner a certificate of insurance for its Professional Liability coverage. 8.4 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. ARTICLE 9 INDEMNIFICATION 9.1 Notwithstanding anything to the contrary contained herein, the Environmental Consultant shall indemnify and hold harmless the Owner, the Construction Program Manager and their agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, to the extent arising out of or resulting from (i) the Environmental 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 there from and caused in whole or in part by any negligent act or omission of the Environmental Consultant, anyone directly or indirectly employed by the Environmental Consultant or anyone for whose acts the Environmental 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. 9.2 Except as otherwise set forth in this Agreement, the Environmental 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, 13 w - earthquake, epidemic, atmospheric condition of unusual severity, war, state or local government acting in its sovereign capacity, and strikes. Owner shall not be liable to the Environmental Consultant for acts or failures to act by Construction Program Manager, the Contractor, or the Owner's consultants. ARTICLE 10 TERMINATION OF AGREEMENT 10.1 If (1), the Owner abandons the Project or the Project is stopped for more than six (6) months due to actions taken by the Owner, or under an order of any court or other public authority having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable through no act or fault of the Environmental Consultant or its agents or employees, or (2), the Owner has failed to substantially perform in accordance with the provisions of this Agreement due to no fault of the Environmental Consultant and such non - performance continues without cure for a period of thirty (30) days after the Owner receives from the Environmental Consultant a written notice of such nonperformance (including a detailed explanation of the actions of the Owner required for cure), the Environmental 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 Environmental Consultant, and recover from the Owner payment for all services performed to the date of the notice terminating this Agreement. 10.2 Upon the appointment of a receiver for the Environmental Consultant, or if the Environmental 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 Environmental Consultant. If an order for relief is entered under the bankruptcy code with respect to the Environmental Consultant, the Owner may terminate this Agreement by giving three working days written notice to the Environmental Consultant unless the Environmental 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 Environmental Consultant within the statutory time limits. 10.3 If the Environmental 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 authority 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 Environmental Consultant written notice, terminate this Agreement. 10.4 Upon termination of this Agreement by the Owner under Paragraph 10.2 or 10.3, it shall be entitled to furnish or have furnished the Services to be performed hereunder by the Environmental Consultant by whatever method the Owner may 14 deem expedient. Also, in such cases, the Environmental Consultant shall not be entitled to receive any further payment until completion of the Work; and the total compensation to the Environmental Consultant under this Agreement shall be the amount which is equitable under the circumstances. If the Owner and the Environmental 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. 10.5 The Owner may, upon thirty day's written notice to the Environmental 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 Environmental Consultant shall immediately discontinue all services affected unless such notice directs otherwise. In the event of a termination for convenience of the Owner, the Environmental 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 Environmental 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. 10.6 Should the Owner terminate the Environmental Consultant as provided for under this Article, the Owner will acquire such documents, including the ownership and use of all drawings, plans, specifications, documents and materials relating to the Project prepared by or in the possession of the Environmental Consultant. The Environmental Consultant will turn over to the Owner in a timely manner and in good unaltered condition all such original documents and materials. 10.7 The payment of any sums by the Owner under this Articlel0 shall not constitute a waiver of any claims for damages by the Owner for any breach of the Agreement by the Environmental Consultant. ARTICLE 11 DISPUTE RESOLUTION 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 Construction Manager at Risk and Construction Program Manager) which arise out of or relate to work. 15 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 Environmental Consultant waives any right to contest the venue in the Superior Court of Richmond County, Georgia. ARTICLE 12 SUC CESSORS /ASSIGNMENT 12.1 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 Environmental Consultant. 12.2 The Environmental Consultant shall not assign, sublet or transfer its interest in this Agreement without the written consent of the other, except that the Environmental Consultant may assign accounts receivable to a commercial bank or financial institution for securing loans, without prior approval of the Owner. ARTICLE 13 OWNERSHIP OF DOCUMENTS /CONFIDENTIAL INFORMATION 13.1 The Environmental Consultant agrees to transmit a digital copy of all plan text and drawings and closeout documents to Owner prior to project closeout. Said electronic files and documents are not to be used by the Owner on projects at separate facilities without a written agreement with the Environmental Consultant, except as provided for under Paragraph 10.6. 13.2 In order for the Environmental Consultant to fulfill this Agreement effectively, it may be necessary or desirable for the Owner to disclose to the Environmental Consultant confidential and proprietary information and trade secrets pertaining to the Owner's past, present and future activities. The Environmental Consultant hereby agrees to treat any and all information gained by it as a result of the Services performed hereunder as strictly confidential. The Environmental Consultant further agrees that it will not disclose to anyone outside of the authorized Project team (i) Owner's trade secrets during the period of this Agreement or thereafter or (ii) Owner's confidential and proprietary information during the period of this Agreement and thereafter for a period of 2 years. ARTICLE 14 ADDITIONAL PROVISIONS 14.1 This Agreement and its Exhibits and Attachments represent the entire and integrated agreement between the Owner and the Environmental 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 Environmental Consultant. 14.2 This Agreement shall be governed by the law of the State of Georgia, U.S.A. 16 A • 14.3 If any one or more of the provisions contained in this Agreement, for any reason, are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 14.4 Except where specifically stated otherwise, all periods of time stated in terms of days shall be considered periods calculated in calendar days. 14.5 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. 14.6 For the purpose of this Agreement unless the context clearly indicates otherwise, the singular includes the plural, and the plural includes the singular. 14.7 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and the counterparts shall constitute one and the same instrument, which shall be sufficient evidence by any one thereof. This Agreement executed the day and year first written above. OWNER ENVIRONMENTAL CONSULTANT Augusta, Georgia, a political Alternative Construction & Subdivision of the State of Georgia Environmental Solutions, Inc. Acting by and through the Augusta Richmond County Commission C , By: By: \ Deke S. Copenhaver Dan D. Troutman `L Mayor President • r Attes4 ®1.� ���' Attest: I \s t A 13 L ��-�.`A Cler - " ® • MC • Witness v 1 S 17