HomeMy WebLinkAboutPROFESSIONAL SERVICES AGREEMENT BETWEEN POINT TO POINT ENVIRONMENTAL AND AUGUSTA, GEORGIA THROUGH HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT FOR ENVIRONMENTAL PHASE 1: LIMITED SITE ASSESSMENT Professional Services Agreement
BETWEEN
Point to Point Environmental
AND
Augusta,GA
THROUGH
Housing and Community Development Department
FOR
"Environmental Phase 1:Limited Site Assessment"
THIS AGREEMENT,is made and entered into as of the 15th day of February,2017("the effective date") .
by and between Augusta,Georgia through the Housing and Community Development Department
(hereafter referred to as"AHCDD")with principal offices located at 925 Laney Walker Blvd,rd Floor,
Augusta,GA 30901,as party of the first part,hereinafter called'The City"and Point to Point
Environmental as party in the second part.
WITNESSETH
WHEREAS,AHCDD is undertaking certain activities related to the revitalization of certain
neighborhoods;and
WHEREAS,AHCDD desires to engage Point to Point Environmental for the purpose of development
services in the environmental phase 1 assessment of 1202 D'Antignac Street as noted in Appendix A
"Scope of Work",In preparation for the closing that is to happen within the next month,in support of
the revitalization initiative in the Laney-Walker&Bethlehem neighborhoods
NOW,THEREFORE,the parties of this agreement for the consideration set forth below,do here and now
agree to the following terms and conditions:
1. t:MPLOYEMENT.AHCDD agrees to engage Point to Point Environmental,and Point to Point
Environmental agrees to provide AHCDD services which involve working with AHCDD's staff,
contractors,developers,funding sources and neighborhood-based organizations in the
maintenance of city owned properties throughout of Laney Walker/Bethlehem neighborhoods;
2. SCOPE OF SERVICES.Point to Point Environmental will provide the services("Scope of Services"
set forth in Appendix A),attached hereto and incorporated herein by reference to"Scope of
Services".Scope of Services may be added to this agreement through the mutual consent of
both AHCDD and Point to Point Environmental,in the form of an invoice/estimate and
Agreement amendment which are signed by both parties.
a. It Is understood and agreed by the parties that the services of Point to Point
Environmental do not include any of the following:The disbursement or account of
funds distributed by AHCDDs financial officer,legal advice,fiscal audits,or assistance
with activities not related to the performed services.
3. DEFECTIVE PRICING.To the extent that the pricing provided by Point to Point Environmental is
erroneous and defective,the parties may,by agreement,correct pricing errors to reflect the
intent of the parties.
4. (.IASION.AHCDD'S designated liaison with Point to Point Environmental is Maria Young.
5. EFFECTIVE DATE AND TIME OF PERFORMANCE.This agreement takes effect on February 15th,
2017 and will conclude once work is completed.AHCDD may discontinue the agreement.any
Augusta Housing and Community Development
Environmental Phase 1 for 1202 D'Antignac Street
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time during the agreement period with 30 day notice to Point to Point Environmental. Point to
Point Environmental may discontinue this agreement with 60 day notice to AHCDD.
6. COMPENSATION.Scope of Services(signed estimate)will detail types of services to be
performed,and fee for the requested services on a fee plus scale.The base cost of the phase 1
services is One Thousand Six Hundred and Twenty-Five Dollars and 00/100($1,625.00). The
total amount of this contract is. For the satisfactory completion of the services to be provided
under this agreement,Point to Point Environmental will submit,to AHCDD,an invoice for the
performance of services,AHCDD will sign off as verification of work completed and acceptance
of the fee requested.Point to Point Environmental will receive compensation for additional
expenses only with the signature confirmation of AHCDD.
7. SPECIFIED EXCUSES FOR DELAY OR NON-PERFORMANCE.Point to Point Environmental is not
responsible for delay in performance caused by hurricanes,tornadoes,floods,and other severe
and unexpected acts of nature. In any such event,the contract price and schedule shall be
equitably adjusted.
8. GEORGIA PROMPT PAY ACT NOT APPUCLBE.The terms of this agreement supersede any and all
provisions of the Georgia Prompt Pay Act.
9. INDEPENDENT CONTRACTOR.It is understood by the parties hereto that Point to Point
Environmental is an approved independent consultant and as such,neither it nor its employees,
if any,are employees of AHCDD or The City for purposes of tax, retirement system,or social
security(FICA)withholding.It is further understood that Point to Point Environmental will
maintain at its expense for the duration of this agreement,coverage in a workers'compensation
plan for its principles and employees for the services to be performed here under or provide
documentation of exemption.
10. ELIGIBILTY.Point to Point Environmental certifies that its business and principles are not
debarred,suspended,voluntarily excluded,or otherwise ineligible for participation in federally
assisted contracts under Executive Order 12549;."Debarment and Suspension" [25 CFR 24.505].
11. CONFUCT OF INTEREST.Point to Point Environmental governs that it presently has no interest
and will not acquire any interest,direct or indirect,in the project that would conflict in any
manner or degree with the performance of its services hereunder.Point to Point Environmental
further covenants that in performing this.agreement,it will employ no person who has any such
interest. Point to Point Environmental shall not be permitted to provide services in the Laney
Walker/Bethlehem Redevelopment Project Area for the express purposes of delivering the
services,to Augusta,Georgia without the written consent of AHCDD.
12. ENTIRE AGREEMENT:MODIFICATION.This agreement contains the entire agreement between
the parties,and no statements,promises,or inducements made by either party,or agents of
either party,that are not contained in the written Agreement,are valid or binding, No changes,
amendments or alterations shall be effective unless in writing and signed by both parties.Point
to Point Environmental specifically acknowledges that in entering into and executing this
agreement,they rely solely upon the provisions contained in this agreement and not others.
13. NON-ASSIGMENT OF AGREEMENT.Inasmuch as this agreement is intended to secure the
specialized services of Point to Point Environmental,Point to Point Environmental may not
assign its rights,including the right to compensation,transfer,and delegate or subcontract or
assignee will be bound by all the terms and conditions of this agreement.
Augusta Housing and Community Development
Environmental Phase 1 for 1202 D'Antignac Street Page 2
14. ASSIGNMENT OF PERSONNEL. Point to Point Environmental shall not substitute any personnel
for those specifically named in its proposal unless personnel with substantially equal or better
qualifications and experience are provided and acceptable to AHCDD,as Is evidenced in writing.
15. INDEMIFICATION.Point to Point waives any and all claims and recourse against AHCDD,
including the right of contribution for loss and damage to person and property arising from,
growing out of,or in any way connected with or incidental to Point to Point Environmental's
negligent performance of this agreement.Further,Point to Point Environmental will indemnify,
hold harmless,and defend AHCDD against any and all claims,demands,damages,costs,
expenses,or liabilities arising out of Point to Point Environmental's negligent performance of
this agreement except for liability arising out of the concurrent or sole negligence of AHCDD or
its officers,agents,or employees.Point to Point shall also indemnify AHCDD for'any adverse
determination made by the Internal Revenue Service or the State Franchise Tax Board against
Point to Point Environmental with respect to Point to Point Environmental's Independent
consultant"status that would establish a liability for failure to make any social security of
income tax withholding payments.
16. INSURANCE.Point to Point Environmental shall have and maintain in full force and effect for the
duration of this agreement,insurance insuring against claims for injuries to persons or damages
to property which may arise from or in connection with the performance of the work by Point to
Point Environmental,its agents,representatives,or employees.
17. BREACH OF CONTRACT. In the event of breach of agreement by Point to Point Environmental,
AHCDD may at its option engage the services of another consultant to complete the work and
deduct the cost of performance under this agreement,and then the affected party may pursue
all legal remedies available for breach of agreement.
18. TERMINATION OF AGREEMENT.This Agreement may be terminated as follow:
a. Termination for cause:
i. If AHCDD determines that Point to Point Environmental has failed to comply
with the terms and conditions of the Agreement,it may terminate this
agreement in whole or in part any time before the date of completion. If Point
to Point Environmental fails to comply with any of the terms and conditions of
this agreement,AHCDD may give notice,in writing,to Point to Point
Environmental,of any or all deficiencies claimed.The notice will be sufficient for
all purposes if it describes the default in general terms. If all defaults are not
cured and corrected within a reasonable period to be specified in the notice,
AHCDD may,with no further notice,declare this agreement to be terminated.
Point to Point Environmental will thereafter be entitled to receive payment for
those services reasonably performed to the date of termination less the amount
of reasonable damage suffered by AHCDD by reason of Point to Point
Environmental's failure to comply with this agreement.
ii. Notwithstanding the above,Point to Point Environmental is not relieved of
liability to AHCDD for damages sustained by AHCDD by virtue of any breach of
this agreement by Point to Point Environmental,and AHCDD may withhold any
payments to Point to Point Environmental for purposes of set off until such time
Augusta Housing and Community Development
Environmental Phase 1 for 1202 D'Antignac Street Page 3
as the exact amount of damages due AHCDD from Point to Point Environmental
is determined.
iii. AHCDD may terminate this contract should funding cease or be materially
decreased.Point to Point Environmental will thereafter be entitled to receive
payment for those services reasonably performed to the date of termination,
less the amount of reasonable damage suffered by AHCDD by reason of Point to
Point Environmental's fault for the cause of contract termination.
19. The law of the State of Georgia shall govern the contract between AHCDD and Point to Point
Environmental with regard to its interpretation and performance,and any other claims related
to this agreement.All claims,disputes and other matters in question between AHCDD and Point
to Point Environmental arising out of or relating to the Agreement,or the breach thereof,shall
be decided in the Superior Court of Richmond County,Georgia.Point to Point Environmental,by
executing this agreement,specifically consents to jurisdiction and venue in Richmond County
and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond
County,Georgia.
20. LEGAL FEES. In the event either party incurs legal expenses to enforce the terms and conditions
of this agreement,the prevailing party is entitled to recover reasonable attorney's fees and
other costs and expenses,whether the same are incurred with or without suit.
21. PROHIBITION AGAINST CONTINGENT FEES.Point to Point Environmental warrants that no
person or selling agency has been employed or retained to solicit or secure this agreement upon
an agreement or understanding for a commission,percentage,brokerage,or contingent fee,
excepting bona fide employees or bona fide established commercial or selling agencies
maintained by Point to Point Environmental for the purpose of securing business and that Point
to Point Environmental has not received any non-City fee related to this agreement without the
prior written consent of AHCDD.For breach or violation of this warrant,Augusta,GA shall have
the right to annul this agreement without liability or at its discretion to deduct from the
Agreement price of consideration the full amount of such commission,percentage,brokerage or
contingent fee,
22, DOCUMENTS INCORPORATED BY REFERENCE.All documents submitted by Point to Point
Environmental and all applicable federal and state statutes and regulations incorporated into
this agreement by this reference are binding upon AHCDD and Point to Point Environmental.
23. OWNERSHIP AND PUBLICATION OF MATERIALS.All drawings,reports,information,data,and
other materials prepared by Point to Point Environmental pursuant to this agreement,or future
agreements as amended through the issuance of an agreed upon and signed estimate,are to be
the property of AHCDD,which have nonexclusive and unrestricted authority to release,publish
or otherwise use,in whole or in part,information relating thereto,in relation to the Laney-
Walker/Bethlehem Neighborhood Redevelopment Area project.Any reuse without written
verification or adaptation by Point to Point Environmental for the specific purpose intended will
be at the owner's sole risk and without liability or legal exposure to AHCDD.No material
produced in whole or in part under this agreement may be subject to copyright or patent in the
United Sates or in any other country without the prior written permission of AHCDD.
24. REPORTS AND INFORMATION.Point to Point Environmental will maintain accounts and records,
including personnel,property and financial records,which are adequate to identify and account
Augusta Housing and Community Development
Environmental Phase 1 for 1202 D'Antignac Street Page 4
for all cost pertaining to this agreement;and such other records as may be deemed necessary
by AHCDD to assure proper account for the project funds,both federal and non-federal shares.
These records will be made available for audit purposes to AHCDD or Its authorized
representative,and will be retained by AHCDD for five(5)years after the expiration of this
agreement,unless permission to destroy them is granted by AHCDD.
25. RIGHT TO INSPECT PREMISES.The City may,at reasonable times,Inspect the part of the plan,
places of business,or work site of Point to Point Environmental or any subcontractor of Point to
Point Environmental or subunit thereof which Is pertinent to the performance of any contract
awarded or to be awarded by the City.
26. TEMPORARY SUSPENSION OR DELAY OF PERFORMANCE OF CONTRACT.To the extent that It,
does not alter the scope of this agreement,The City may unilaterally order a temporary stopping
of the work,or delaying of the work to be performed by Point to Point Environmental under this
agreement.
27. UQUIDATED DAMAGES.Point to Point Environmental agrees to pay as liquidated damages to
the City,the sum of$0 for each consecutive calendar day after expiration of the contract time of
completion,except for authorized extensions of time by the City,This section is independent of
Section 17.Breach of Contract.The parties agree that these provisions are liquidated damages
are not intended to operate as penalties for breach of contract.
All services performed hereunder shall be in accordance with all federal,state,and local laws,
ordinances,rules, and regulations
NOTICES
All notices given pursuant to the agreement shall be mailed or delivered to the following addresses or
such other address as a party may designate in writing:
Notices to the City:
Office of the Administrator
Municipal Building
535 Telfair Street,Room 910
Augusta,GA 30901
Notices to AHCDD:
Director
Augusta Housing and Community Development Department
925 Laney Walker Blvd.,3rd Floor
Augusta,GA 30901
Notices to Point to Point Environmental:
Point to Point Environmental
1010 Pennsylvania Avenue
•
McDonough,GA 30253
(Signatories on next page)
Augusta Housing and Community Development
Environmental Phase 1 for 1202 D'Antignac Street Page 5
COUNTERPARTS
This agreement is executed in two(2)counterparts-each of which shall be deemed an original and
together shall constitute one and the same agreement with one counterpart being delivered to each
party hereto.
IN WITNESS WHEREOF,the parties have set their hands and seals as of the date first written above:
ATTEST: AUGUSTA.GEORGIA
(Grantee)
Approved as to Form by (please initial here): /rCe".-1,6-
By: ....----) .
Andrew MacKenzie,as its General Counsel Ach/vtayor Hardie Davis,Jr.,as its r
Date: 3017 Date:.
By:�i0. ' A9 B : V ` ell
Jani len Jackson,as its Cit . .nistrator 'a Ili Welcher, ,:: iirector
Date _.,•,. «: ••
Date: `� l L 17
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By: Date: Z/28/i 7-
0 Mark Faas
As Its b►rc r c,.rvr. e-,..v' k (o�.,.. 1,:_SLr,,r:.4.%
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By: . AMA Date:. 1-10/I 1
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Augusta Housing and Community Development
Environmental Phase 1 for 1202 D'Antignac Street Page 6
APPENDIX A
SCOPE OF WORK
(ESTIMATE ATTACHED)
General Scope:
1. See Estimate for description
Augusta Housing and Community Development
Environmental Phase 1 for 1202 D'Antignac Street Page 7
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D'ANTIGNAC STREET PROPERTY
CLIENT INFORMATION PROJECT INFORMATION
Name: City of Augusta Housing&Community Date: 2/9/17
Development Department
Contact: Ms.Edkesha J.Anderson P2P Contact: Mark Faas—(404)640-9674
Address: 925 Laney Walker Blvd.,2"d Floor Project Type: Phase I Environmental Site
Augusta,GA 30901
Phone: (706)821-4269 Assessment
Project Location: D'Antignac Street
Email: eanderson@augustaga.gov 1202 D'Antignac Street
Augusta,GA 30901;
Richmond County
PROPOSED SERVICES& PRICING
The Scope of Work consists of providing services required to complete a Limited Phase I Environmental Site
Assessment for the City of Augusta Housing d& Community Development Department at the D'Antignac Street
property. The site is located at 1202 D'Antignac Street in Augusta, Richmond County, Georgia, and includes the
following:
1. Historical environmental database research to determine the potential for impact from historical uses and
off-site impacts to the site.
2. Complete a reconnaissance of the property. Site reconnaissance to include the property improvements
and surrounding property uses.
3. Topographical review to estimate potential groundwater gradient.
4. Interviews with knowledgeable property personnel to determine current and historical property usage.
5. Review and inclusion of historical regulatory reporting.
6. Identification of hazardous substances or wastes stored on site,if any.
7. Preparation of a Phase I Environmental Site Assessment report.
ESTIMATED EXPENSES
Phase I ESA Site Inspection, File Review,
Database Research and Report $1.625.00
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STANDARD CONTRACT TERMS AND CONDITIONS
For the purposes of this contract,CLIENT shall be defined as the person(s)signing this contract authorizing the work,all persons or
business entities for whose benefit Point to Point Environmental services are rendered and all persons who will be personally
responsible for payment for all services. Person(s)signing this contract guarantees in his individual capacities any monies due.
ACCESS TO SITE
POINT TO POINT ENVIRONMENTAL staff will have access to the site for activities necessary for the performance of services. It is
understood and agreed that(i)POINT TO POINT ENVIRONMENTAL isnot,and has no responsibility as an owner,a handler,generator,
operator,transporter or treatment,storage,or disposal facility of hazardous materials or toxic substances found or identified at the
Site;and (ii) In the course of performing the Work, POINT TO POINT ENVIRONMENTAL will arrange for the disposal of waste,
hazardous or not,and Client shall defend,indemnify,release and hold POINT TO POINT ENVIRONMENTAL harmless from any loss,
damage or expense resulting from said activity. It is agreed that this indemnification covers all costs,damages and expenses,including
attorney's fees, associated with any obligation to assess, handle, remove,treat, remediate or contain any hazardous materials or
nonhazardous waste under any Federal or State,or Superfund law(or Provincial law)or arising out of any third party suit or claim for
damages from exposure to or release of toxic or hazardous substance. It is acknowledged that Client shall promptly execute and
deliver to POINT TO POINT ENVIRONMENTAL copies of all manifests and other documentation confirming the proper removal,
transportation and disposal of any such hazardous materials or toxic substances.
FEE
The total fees are estimated based on assumptions noted in the scope. Any revisions,changes,additions,or alterations requested by
the CLIENT,his/her agents or others after acceptance of the scope of work shall be performed as an additional service. POINT TO
POINT ENVIRONMENTAL will prepare a contract amendment for the CLIENT's review and approval prior to POINT TO POINT
ENVIRONMENTAL proceeding.
BILLINGS AND PAYMENTS
The CLIENT agrees to limit POINT TO POINT ENVIRONMENTAL liability to the CLIENT and all construction contractors and
subcontractors on the project,due to POINT TO POINT ENVIRONMENTAL negligent acts,errors or omissions,or alleged breach of
contract, such that the total aggregate liability of POINT TO POINT ENVIRONMENTAL to all those named, shall not exceed
$50,000.00 or the total POINT TO POINT ENVIRONMENTAL charges for services rendered on this project,whichever is lesser. CLIENT
further agrees to indemnify and hold harmless POINT TO POINT ENVIRONMENTAL in any action brought against POINT TO POINT
ENVIRONMENTAL,seeking compensation for any personal or bodily injury as a result of services rendered under this contract unless
those injuries are claimed as the result of the sole negligence of POINT TO POINT ENVIRONMENTAL.
HIDDEN CONDITIONS AND UNFORESEEN CONDITIONS
A condition is hidden if it cannot be investigated by reasonable visual observation or has not been identified in any documentation
provided to POINT TO POINT ENVIRONMENTAL. Undocumented requirements of local authorities that cannot be identified in a
federal,state,or local ordinance that require meetings,revisions,or formal written responses are unforeseen conditions.
POINT TO POINT ENVIRONMENTAL's field personnel are trained to initiate field testing,drilling and/or sampling within a reasonable
distance of each designated location. POINT TO POINT ENVIRONMENTAL's field personnel will avoid hazards or utilities,which are
visible to them at the Site. If POINT TO POINT ENVIRONMENTAL is advised in writing of the presence or potential presence of
underground or aboveground obstructions,such as utilities,POINT TO POINT ENVIRONMENTAL will give special instructions to our
field personnel. POINT TO POINT ENVIRONMENTAL is not responsible for any damage or loss due to undisclosed or unknown surface
or subsurface conditions owned by Client or third parties,except to the extent such damage or loss is result of POINT TO POINT
ENVIRONMENTAL's gross negligence. Otherwise, Client agrees for the additional consideration of$1.00 to indemnify POINT TO
POINT ENVIRONMENTAL,its directors,officers,employees,agents and subcontractors,from any such claims,suits or losses,Including
related reasonable attorney's fees.
POINT TO POINT ENVIRONMENTAL will take reasonable precautions to minimize damage to the Site caused by POINT TO POINT
ENVIRONMENTAL's operations. Unless otherwise stated In POINT TO POINT ENVIRONMENTAL's proposal, POINT TO POINT
ENVIRONMENTAL's charges do not Include cost or restoration due to any related damage,which may result. If Client requests POINT
TO POINT ENVIRONMENTAL to repair such damage,POINT TO POINT ENVIRONMENTAL will do so at an appropriate additional cost.
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NEGOTIATIONS AND TERMINATION OF SERVICES
In the event of claims or disputes arising from this contract or from the services provided herein,such claims or disputes may,in POINT
TO POINT ENVIRONMENTAL sole discretion,be submitted to non-binding mediation or arbitration,as defined in and provided by the
rules of the American Arbitration Association. The parties hereto further agree that they will follow the procedures and rules of the
American Arbitration Association in the conduct of said mediation or arbitration. Any fees arising from mediation or arbitration shall
be divided equally between the parties. In any action,claim,lawsuit or arbitration instituted by CLIENT against POINT TO POINT
ENVIRONMENTAL for claims or disputes arising from this contract or from the services provided herein where POINT TO POINT
ENVIRONMENTAL is the prevailing party,CLIENT shall pay POINT TO POINT ENVIRONMENTAL any and all costs of defense,including
all attorney's fees. The parties agree that the venue for any litigation arising out of this contract shall be Henry County,Georgia. This
agreement may terminated upon 10 days written notice by either party should the other party fail to perform their obligations
hereunder.In the event of termination,the CLIENT agrees to pay POINT TO POINT ENVIRONMENTAL for all services rendered to the
date of termination.
OWNERSHIP OF DOCUMENTS
All documents are instruments of service and remain the property of POINT TO POINT ENVIRONMENTAL and may not be used for any
other purpose beyond the respective project without the written consent of POINT TO POINT ENVIRONMENTAL.
AUTHORIZATION
I hereby agree to the terms and conditions as stated on this document and hereby authorize POINT TO POINT
E VIRONMENTAL to perform the above described work.
(C of Augusta Housing& ommunity Development Department—D'Antlgnac Street Property—Phase I Environmental Site Assessment)
:b 11
Cie Sig atu.-y/' 11tD.te
2/9/17
Mark Faas Date
Director of Environmental and
Geotechnical Services