Resolution 2024-R-92  A Resolution authorizing execution of an agreement with Birmingham Engineering and Construction Consultants, Inc.J fora subsurface exploration and geotechnical engineering BE IT HEREBY RESOLVED by the City Council of the City of Irondale, Alabama, in regular meeting duly assembled, a quorum being present that Mayor James D. Stewart, Jr., or his designee, is hereby authorized to execute an agreement with Birmingham Engineering and Construction Consultants, Inc. for a subsurface exploration and geotechnical engineering evaluation (in substantially the form attached hereto as Exhibit1 1) for the Irondale Fire Station #3 Construction Project in an amount not to exceed Six Thousand Dollars and 00/100 Dollars  evaluation, for the Irondale Fire Station #3 Construction Project  ($6,000.00).  ADOPTED & APPROVED: This 4th day ofJune,  David Spivey,  2  APPROVED:  A  ATTESTED:  Allison, City Clerk  euc  CERTIFICATION  I, Leigh Ann Allison, the City Clerk of the City of Irondale, Alabama, hereby certify that the above to be a true and correct copy ofa resolution adopted by the City Council of the City of Irondale at its regular meeting held on the 4th day of. June, 2024, as the same appears in the minutes  ofrecord ofs said meeting.  eigh Anh Allison, CityClerk    Exhibit 1    BECC Bimnghom Engineenng and Contruction Consultons.inc  LISAK. MORRISON President MARTINT.BURFORD, P.E. President RICHARDA. RHINEHART,P.E. MagaiGassaaditogae  May 21,2024  Mayor James D. Stewart, Jr. Irondale City Hall 1012 20th Street S. Irondale, AL 35210 Subject:  Proposal for Subsurface Exploration and Geotechnical Engineering Evaluation New Fire Station Irondale, Alabama BECC Proposal Number: Q1-24064  Dear Mayor Stewart:  BECC appreciates the opportunity to submit this proposal to provide a preliminary subsurface exploration and geotechnical engineering evaluation related to the subject project. This proposal describes our understanding of the scope of work, proposed contract terms, and cost for our services.  PROJECT DESCRIPTION  A newf fire station is being planned for the City of Irondale. The site is located in the northeast quadrant oft thei intersection of John Rodgers Drive and Alton Road. The roughly 3-acre site is currently wooded and undeveloped. Based the site's topographical survey there is a planned finished floor elevation of approximately 837.5feet. This will require a fillo of approximately 16 feet at the southeast building corner to about 1-foot at the northwest building cornèr. There willl be paved areas for parking and access drives.  PLAN OF EXPLORATION  Field Sampling and Testing  In order to determine the general site's soil and rock conditions, we proposed to excavate approximately 8test pits witha a track-hoe to depths of 101 feet each or test pit refusal, whichever is less. The test pits will be observed by al BECC representative to determine general soil, rock and groundwater conditions within the depth of the test pits. Our scope of work does not include surveying to establish test pit locations in  the field. Our staff can layout approximate borings bya al hand held GPS.  Geotechnical, Materials & Environmentall Engineers 360industriallane Birmingham, Alabama 35211 Ph. (205)941-11191 IFax (205)941 1198    Laboratory Testing  Int thel laboratory, our geotechnical engineer will visually classify the soils samples. Laboratoryt tests willl be conducted to determine the pertinent engineering andi index properties and to assist in classification of the on-site soils. These tests willi include Atterberg limits, Grain Size Analyses andi moisture content tests.  Allt tests willl be conductedi in accordance with applicable ASTM standards.  Report  Oure engineerv will evaluate thet field and laboratory datai in ordert to provide Prelmnalyrecommendtons relative tos site development. Oura analysis willl be madel based on the conditions encountered by the test pits, laboratoryt tests on soil samples obtained from thet test pits and our experience on similar projects in  the area. Our report willi include the following:  AS site plani illustrating the test pitl locations Description of field and laboratoryprocedures Discussion ofs site geology Discussion oft typical rock characteristics. Results of thel laboratory tests performed. General site excavation considerations for site development. Preliminary cut andi fill: slope recommendations. Foundation recommendations. Floor slab considerations. Pavement thickness recommendations  Test pitl logs describing thes subsurface and groundwater conditions encountered.  COST OF EVALUATION  The following budget is prepared on thel basis of the work scope previously defined.  Trackhoe for Test Pits. Laboratory Tests. Geotechnical Engineering Report  $3,000.00 500.00 $2,500.00 $6,000.00  GEOTECHNICAL BUDGET.  Afinal written report willl be produced submitted to your office. Anya additional revisions, client meetings, and/or consultations will be billed on a unit fee basis in addition to the budget estimate  contained herein.  BECE 2    UTILTYLOCATION  BECC will call the "Alabama One Call" to have utilities located. We note that this service does not locate utilities on private property. The underground utilities need to be located by the client and marked in the area prior to our field work. BECC will not be responsible for damage to utilities that are not marked. BECC can contract with ap professional utility locating service for an additional charge  (about $1,500 per day), if needed.  SCHEDULE  The following is our anticipated schedule once we have received written authorization to proceed; we  note rainy weather could prolong the schedule.  Mobilization to Site Test Pits, Laboratory' Testing and Report  Within 1 week of notice to proceed Within 3 weeks of notice to proceed  AUTHORIZATION  Wel have attached a copy of our Agreement for Services, when signed and returned to BECC, will serve as We appreciate the opportunity to be of service to you. We will provide practical, cost effective recommendations based upon the results of thet field work and our experience in the area.  our authorization to proceed with the proposed scope of work.  Respectfully submitted, BECC,Inc.  fehalaprbot Richard A. Rhinehart, P.E. Principal Geotechnical Engineer  BECE 3    BECC  Biminghom Engineenng and Construction Consultants. Inc AGREEMENT FOR SERVICES  SCOPE OF SERVICES The scope of Birmingham Engineering & Construction Consultants, Inc. (BECC)'sservicesi is described in the Scope of Services section of the Proposal ("Services"), unless Services are otherwise described in Exhibits to this Agreement (which section of exhibit is incorporated into this Agreement). BECC's services do not include the investigation or detection of, nor do recommendations in BECC's reports address occupant safety issues, such as vulnerability tor natural disasters, terrorism, or violence. IfServices include purchase of software, Clicnt will execute a separate software license agreement. BECC's findings, opinions, and recommendations are based solely upon data and information ACCEPTANCE Client agrees that execution of our General Terms and Conditions is a material element of the consideration BECC requires to execute the Services, andi ifServices are initiated by BECC prior to execution of our General Terms and Conditions as an: accommodation for Client, at Client's request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. Int the event Client uses a purchase order or other form to administer this Agreement, the use ofs such form shal! be for convenience purposes only and any additional conflicting terms it contains ares stricken. This Agreement shall not be assigned by either party without prior written consent of the other RIGHT OF ENTRY AND SAFETY The Client will provide access to: and make all provisions for right of entry of Birmingham Engineering & Construction Consultants, Inc. (BECC) and all necessary equipment in order to perform the work. While BECC will take all reasonable precautions to minimize any damage to the property, it is understood by Client that in the normal course of work some damage may occur, the correction of which isr not part oft this Agreement. BECC will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's contractors, subcontractors, or SAMPLING OR TEST LOCATION Unless otherwise stated, the fees in this proposal do not include costs associated with surveying of the site for the accurate horizontal and vertical locations of tests. Field tests or boring locations described in our report or shown on sketches are based upon information furished by others or estimates made in the ficld by our representatives. Such dimensions, depths or elevations should be considered as approximations unless otherwise stated. Ift the Client specifies the test or boring location, we reserve the right to deviate a reasonable distance from the location specified. BECC reserves the right to terminate this contract if: site conditions prevent drilling at or near the designated boring locations and these conditions were not revealed to us prior to submitting this proposal. If,in order to complete the borings to their designated depths, a redrilling is necessitated by encountering impenetrable subsurface objects, these services will be charged for at the appropriate rates in the UTILITIES In the prosccution of this work, BECC will take all reasonable precautions to avoid damage or injury to subterranean structures or utilities. The Client agrees tol hold BECC harmless for any damages to subterranean structures which are not specifically called to BECC's attention SAMPLES BECC will retain all soil and rock samples for 30 days. Further storage or transfer of samples can be made at the Owner's expense INVOICESPAYMENT Client's payment for goods ors services tob be performed shall be set forth int this Agreement unless otherwise agreed toin writing by. BECC. Ifnot stated in Agreement, fees will bei in accordance with BECC's current fce: schedule. BECC's fees are valid for the calendar year in which they are issued. BECC will submit invoices to client monthly and a final bill upon completion of services. Invoices will: show charges for different personnel and expense classifications. A more detailed separation of charges and back-up data will be provided at client's request, with an administrative charge of $50.00 per invoice being levied. Payment is due upon presentation of invoice and is past due thirty (30) days from invoice date. Client agrees to pay a finance charge of one and one-half percent (I '%) per month, or the maximum rate allowed byl law, on past due accounts. Any attorney fees, collection fees or costs related or incurred in the collection of any past due amount shall be paid by Client. Both parties agreed that the attorneys' fees will be atl least 33% oft the amount owed. BECC can suspend Services forl lack oftimely payment. OWNERSHIP OF DOCUMENTS All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by BECC, as instruments of service, shall remain the property of BECC. Furthermore, all of these documents constitute proprietary. information and shall be held in confidence by the Client. Client agrees that all reports and other work furnished to the Client or his agent, which is not paid for, willl ber retumed upon demand and will not! be used by the Client for any purpose whatever. THIRD PARTY RELIANCE This Agreement and the Services provided are for BECC and Client'ss sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product isl limited to Client, andi is not intended for third parties. For a limited time period not to exceed three months from the date of the report, BECC will issue additional reports to others agreed upon with Client, however, Client understands that such reliance will not be granted until those parties sign and return BECC's reliance agreement and BECC receives the STANDARD OF CARE/WARRANTY Service performed by BECC under this Agreement will be conducted ina a manner consistent with that level of care and skill ordinarily exercised by members oft the profession currently practicing under similar conditions. No other warranty, express or implied, is made. BECC makes no warranties or guarantees express or implied, relating to BECC's services and BECC disclaims any implied  obtained by and furnished to BECC at the time oft the Services.  party.  other partics present at the site.  fee schedule.  in writing and correctly shown ont the plans furnished.  upon written request.  agreed-upon reliance fee.    warranties or warranties imposed by law, including warranties of merchantability and fitness for a particular purpose.  FIAEIENVIROMMENTAL SITE ASSESSMENT A Phase I Environmental Site Assessment (ESA) is limited to: a historical search of the property's past usage, a review of the present use of the property, including a site reconnaissance, and a review of applicable Environmental Protection Agency (EPA) and the state regulatory authority listings for record of regulated facilities adjacent to the subject site. The Client should limit his conclusions and use of the report issued by Birmingham Engineering & Construction Consultants, Inc. (BECC) to the degree of the scope of the work performed. BECC does not assume any liability for loss or damage that may occur as a result of the Client's or any third party's use of SUBSURFACE RISKS Client recognizes that special risks occur whenever engineering or related disciplines are applied toi identify subsurface conditions. Even comprehensive sampling and testing program, implemented with the appropriate equipmen! and experienced personnel under the direction ofa trained professional who functions in accordance with a professional standard of care may fail to detect certain conditions such as sinkholes, underground mines, caverns, rock, water, unstable soil, hazardous materials, etc., because they are hidden and therefore cannot be considered in development ofas subsurface exploration program. For similar reasons, actual environmental, geologic and geotechnical conditions that BECC properly infers to exist between sampling points may differ significantly from those that actually exist. The passage of time also must be considered, and Client recognizes that, due to natural occurrence or other direct or indirect human intervention at the site or distant from it, actual conditions discovered may quickly change. Client realizes that nothing can be done to eliminate these risks altogether. BECC is available to explain these risks and risk reduction methods to Client, but, in any event, the scope of services included with this proposal is that which Client agreed to or selected in light of his own risk preferences and other considerations. Accordingly, Client waives any claim against BECC, and agrees to defend, indemnify and save BECC harmless from any claims or liability for injury or loss that may arise from failure to detect adverse subsurface conditions AQUIFER CONTAMINATION Subsurface: sampling may resulti in unavoidable contamination of certain subsurface areas, as when a probe or boring device moves through a contaminated area, linking it to an aquifer, underground stream, or other hydrous body not previously contaminated and capable of spreading hazardous materials off-site. Because nothing can be done to eliminate the risk of such an occurrence, and because subsurface sampling is a necessary aspect of the work which BECC will perform on Client's behalf, Client waives any claim against BECC, and agrees to defend, indemnify and hold harmless from any claim or liability for injury or loss which may arise as a result of alleged cross- contamination caused by sampling. Client further agrees to compensate BECC for any time spent or expenses incurred by BECC's prevailing fee HAZARDOUS SUBSTANCES AND CONSTITUENTS Client agrees to: advise BECC in writing upon execution of this Agreement of any hazardous substances or any condition existing in, on, or near the site presenting a potential danger to human health, the environment, or equipment. Client agrees to provide to BECC continuing information of hazardous conditions or substances as this information becomes available to the Client/Owner. By virtue ofe entering into this Agreement or of providing services hereunder, BECC does not assume control of, or responsibility for, the site or the personi inc charge oft the site, or undertake responsibility for reporting to any federal, state or local public 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 public agencies as required by law, or otherwise to disclose, in: a timely manner, any information that may be necessary to prevent any danger to health, safety, or the environment. In connection with hazardous waste, Client/Owner agrees to the maximum extent permitted by law to defend, (a)Client's violation ofa any federal, state orl local statute, regulation or ordinance relating to the disposal ofhazardous substances or constituents; (b)Client's undertaking of or arrangement for the handling, removal, treatment, storage, transportation or disposal of hazardous substances or (c)Changed conditions or hazardous substances or constituents introduced at the site by Client or third persons before or after the completion of (d)Allegations that BECCi is a handler, generator, operator, treater or storer, transporter, or disposer under the Resource Conservation and Recovery UNFORESEEN OCCURRENCES If, during the performance of services, any unforeseen hazardous substances or constituents or other unforeseen conditions or occurrences are encountered which, in BECC's sole judgment significantly affect or may affect the services, the risk involved in providing the services, or the recommended scope of services, BECC will promptly notify Client thereof. Subsequent to notification, (a) Ifp practicable, in BECC's sole judgment, complete the original Scope of Services in accordance with the procedures originally intended in the (b) Agree with Client to modify the Scope of Services and the estimate of charges to include study of the previously unforeseen conditions or FAILURE TO ENCOUNTER HAZARDOUS MATERIALS Iti is possible that document review and site reconnaissance may fail to reveal the presence of! hazardous materials atas site. Client understands that BECC's failure to discover hazardous materials does not guarantee that hazardous materials do not exist at the site. Similarly, a site which in fact is unaffected by hazardous materials at the time of BECC's site reconnaissance may become contaminated later as a result oft natural phenomena or human intervention. Client'Owner agrees that it would be unfair tohold BECC liable for failing to discover hazardous materials from the scope of the work performed. Accordingly, Client waives any claim against BECC, and agrees to defend, indemnify and: save BECCI harmless from any claims or liability for injury or loss arising from BECC's failure to detect the presence of hazardous materials. Client also agrees to compensate BECC for any time spent and expenses incurred by BECC in defense of any such claim, with such compensation to be based upon BECC's prevailing fee schedule and expense reimbursement policy relative to recovery of CONSTRUCTION ESTIMATES/BID DOCUMENTS The geotechnical report that is prepared as a part of this contract is for general geotechnical design purposes only and the information may not be sufficient to prepare accurate bids for excavation and rock quantities, dewatering, removal of unsuitable materials or excavation support. An entirely different work scope will be required for quantity estimation purposes. Furthermore, nos subsurface exploration program, no matter how comprehensive, can reveal allt that is hidden by earth, rock and time.  BECC's report.  that impact the project.  schedule ande expense reimbursement policy.  hold! harmless and indemnify BECC from and against any and all claims and liabilities resulting from:  constituents found ori identified at the site; services herein.  Act of 1976: as amended or any other similar federal, state or local regulation or law.  BECC may: proposal;  occurrences, such revision tob bei in writing and signed by the parties and incorporated herein; or (c) Terminate the services effective ont the date specified by usi in writing.  direct project costs.  2    Misinterpretation, improper or unauthorized use of geotechnical reports by contractors and/or other design professionals in preparing cost and quantity estimates or bid documents is a major cause of construction claims. The Client agrees to indemnify and hold BECC, its agents, and employees harmless against claims, damages. lossesi including but not limitedt to attorney's fees arising from any construction claims due to cost or PLANS AND SPECIFICATIONS REVIEW The Client agrees to contract BECC to review plans and specifications and work with other design professionals who: are affected by the geotechnical report. The review ofp plans and specifications ist to: assure that the geotechnical issues have been dealt with properly and that geotechnical findings and recommendations are properly interpreted and incorporated in design. Its shall be the Client/ Owner's responsibility to notify other design professionals oft this important and necessary review. The Client Owner agrees to indemnify and hold BECC, its agents, and employces harmless against claims, damages, losses including but not limited. to attomey's fees ift the Owner or other TESTING AND OBSERVATIONS Client understands that testing: and observation are discrete sampling procedures, and that such procedures indicate conditions only att the depths, locations, and times the procedures were performed. Consultant will provide these results and opinions based on tests and field observations only for the work stated. Client understands that testing: and observation are not continuous or exhaustive, and are conducted to reduce not eliminate- project risk. Client agrees to the level or amount of testing performed and the associated risk. Client is responsible ( even if delegated to contractor ) for notifying and scheduling BECC so BECC can perform these Services. BECC shall not be responsible for the quality and completeness of Client's contractor's work or their adherence tot the project documents, and BECC's performance of testing and observation services shall not relieve Client's s contractor in: any way from its responsibility for defects discovered ini its work, or create a warranty or guarantee. BECC will not supervise or direct the work performed by Client's contractor or its subcontractors and isr not responsible for MONITORING OF CONSTRUCTION Construction monitoring is not insurance. nor does it constitute a warranty or guarantee of any type. Contractors, et.al., shall retain responsibility for the quality of their work and for adhering toj plans ands specifications. The Client understands that the presence of our field representative will be for the purpose of providing observation and field testing. Our work does not include supervision or direction oft the work oft the contractor, his employees or agents. The contractor for this project should be so advised. The contractor should also be informed that neither the presence of our field representative nor the observation and testing by our firm shall excuse him in any way for defects discoveredi in his work. Iti is understood that our firm will not ber responsible for job ors site safety on this project. Job and site safety will bet the sole responsibility oft the contractor. The Client understands that the words supervision", "inspection", or "control": shall mean periodic observation of the work (and the taking of pertinent field tests outlined int the project documents) by the engineer or technician for general verification with plans ON-CALL SERVICES For services contracted on: an on-call basis, the Client or his authorized: field representative is responsible for requesting and coordinating our services in: a timely manner. BECC cannot assume any responsibility for work not tested due toi inadequate instructions, or notification by Client. The Client agrees to providea a minimum 24 hours prior notification for services to allow satisfactory coordination oft technical LIMITATION OF LIABILITY Client and consultant have evaluated the risks and rewards associated with this project, including consultant's fee relative to the risks assumed, and agree to allocate certain oft the risks so, to the fullest extent permitted by law, the total aggregate liability of consultant (and itsr related corporations and employees) to client and third parties granted reliance isl limited tot the lesser of $50,000.00 ori its fee. For any and all injuries, damages, claims, losses, or expenses (including attorney and expert fees) arising out of consultant's services or this agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery. Upon written request from client, BECC may negotiate a higher limitation of liability amount for an additional fee. Client/Owner shall indemnify, defend and hold harmless BECC, its shareholders, directors, officers, employees, agents, contractors and subcontractors, from and against any actions, claims, proceedings, suits, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and disbursements) paid ori incurred by BECC for damage to or loss or destruction of property, including the loss of use resulting therefrom, bodily or personal injuries, including death, any time resulting therefrom, sustained by any person or persons which is any way attributable to actual or alleged negligence of the Client/Owner, its employees or agents. Client further agrees toi indemnify BECC for any and all claims arising out of or in connection with the products or services provided pursuant to this Agreement, including, but not limited to, claims for injury (including death) to persons, and damage to property, and based on product ors service defects whichl have notl been proven to! have been caused solely by BECC's negligence. Int the event such claims, losses, damages, or expenses are caused by the joint or concurrent negligence of BECC and Client, they shall be bome by each party in proportion to its own negligence under comparative fault principles. Causes ofa action arising out ofBECC's services ort this agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence tor runr not later than the date ofE BECC's substantial completion ofs services on the project. For Stormwater monitoring services, the Client shall indemnify, defend and hold harmless BECC, its shareholders, directors, officers, employees, agents, contractors and subcontractors, from and against any actions, claims, proceedings, suits, damages, liabilities, losses, costs and expenses, including attorneys' fees and disbursements, arbitrations, awards, judgments, pertaining to any action brought relating to record kecping and monitoring of the stormwater activities that was INSURANCE BECC represents and warrants that it, its agents, staff and consultants employed by it, is and are protected. by workman's compensation insurance as required by law and that BECC has such coverage under public liability and property damage insurance policies which BECC deems to be adequate. Certificates for all such policies ofi insurance shall be provided upon written request. Client and BECC shall waive CONSEQUENTIAL DAMAGES Neither party shall be liable to the other for loss of profits or revenue; loss of use or opportunity; loss of good will, cost ofs substitute facilitics, goods, ors services; cost ofc capital; or for any special, consequential, indirect, punitive, or exemplary damages. DISPUTES Client shall not be entitled to assert a claim against BECCE based ona any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that BECC has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to BECC and the parties shall endeavor to resolve the dispute within thirty (30) days, after which Client by pursue its remedies atl law. This agreement shall be governed by and construed according to Alabama law. Int the event that a dispute should arise relating tot the performance oft the services to be provided under this Agreement, both parties  quantity estimates orb bid documents preparedb by others without BECC's written approval.  design professionals fail toa accord BECC ther recommended, geotechnical review ofp plans and specifications.  their means and methods.  and specifications.  staff. BECC cannot assume any responsibility for delays caused by lack ofp proper notification.  reported or inspected by BECC.  subrogation: against the other party on all general liability and property coverage.  3    agreet to arbitrate the dispute in accordance with rules of the American Arbitration Association, and should that dispute result in arbitration, itis furthera agreed that the prevailing party shall be entitled to recover all reasonable costs incurred in the defense oft the claim, including staff time, court ASSIGNS Neither the Client nor BECC may delegate, assign, sublet or transfer his duties ori interest in this Agreement without written consent of TERMINATION This Agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party top performi in accordance with the terms hereof. Such termination shall not be effectivei ifthat substantial failure has been remedied before expiration of the period specified in the written notice. Int the event of termination, BECC shall be paid for services performed to the termination notice date plus reasonable termination expenses. Int the event oft termination, or suspension for more than three (3) months, prior to completion of all reports contemplated by this Agreement, BECC may complete such analyses and records as are necessary to complete its files and may also complete a report on the services performed to the date of notice oft termination or suspension. The expenses of termination or suspension shall include all CHANGE ORDERS/SCOPE OF WORK CHANGES Client may request changes to the scope of Services by altering or adding to the Services tol be performed. IfClient so requests, BECC will retum to Client a statement or Change Order setting forth and adjustment to the Services and fees for the requested changes. Following Client's review, Client shall provide written acceptance. IfClient does not follow these procedures, buti instead directs, authorizes, orp permits BECC top perform changed or additional work, the Services are changed accordingly and BECC willl be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or FORCE MAJEURE BECC reserves the right to cancel or modify this Agreement or change any performance dates if BECC's production is delayed on: account ofs strikesi inl labor, fire, an act of God, governmental order or regulation, or other conditions beyond BECC's control. BECC: shall not be liable for delays or defaults in delivery due to fire, an act of God, governmental order or regulation or other unforeseeable causes beyond its control and without its fault or negligence (herein referred to as a"Force Majeure Event"), provided that BECC notifies Client/Owner within thirty GOVERNING LAW AND CONSENT TO JURISDICTION This Agreement shall be governed by and construed in accordance MISCELLANEOUS This Agreement and any payment or performance due under it may not be assigned, transferred, sublet, subcontracted or delegated, in whole or inp part, by Client/Owner without the prior written consent of BECC. No act or failure to acto of BECC shall constitute a waiver ofany provision contained in this Agreement, and to be valida waiver of any requirement or obligation under this Agreement must bei in writing and signed by BECC. The section headings contained herein are not part of this Agreement, but are included solely for the convenience of the parties. The provisions oft this Agreement: are severable, and if any provision is held to be unenforceable, the remaining provisions will continue in full force INDEPENDENT CONTRACTORS Nothing contained int this Agreement: shall be construed as creating a partnership orj joint venture between Client and BECC, and BECC shall at all times during the term of this Agreement be deemed to be an independent contractor, solely responsible for the manner by and the for in which itf fulfilis this Agreement. To the extent BECC's obligations under this Agreement require the performance of services by BECC on the premises of Client or any of Client customers, BECC agrees that such services are to be rendered by BECC as an AMENDMENT Except in accordance with the provisions of, this Agreement may be amended only by writing signed by representatives ofboth BECC and Client/Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver 1. damages incurred by the Client for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss 2. damages incurred by BECC for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with the terms of this Agreement. Nothing contained in this Agreement shall be deemed to preclude an award of liquidated direct damages, when applicable, in Both parties agree that this document constitutes the entire Agreement between the parties. Any and all representations made by either party are merged into this Agreement and ifany representations, whether written or oral, are not contained in this Agreement, they have no effect and arer nota  costs, attorneys' fees. and other claim-related expenses.  the other party.  direct costs ofBECC in completing such analyses, records and reports.  described to BECC at thet time of proposal, BECCi is entitledt to change order equitably adjusting its Services and fee.  (30) days after BECC first knows ofs same. with the laws and decisions ofthe State of Alabama.  and effect.  independent contractor. includes:  BECC: and Client, each duly authorized to execute such amendment. CLAIMS FOR CONSEQUENTIAL DAMAGES:  of management or employee productivity or oft the services ofs such persons; and  accordance with the requirements oft the Contract Documents. part oft the Agreement between the parties. lk Company: ChyTandale  CLIENT By:  BECC, Inc. By:  fehalapsot  Title: Mryor  Title: Senior Vice President Date: 5/21/2024  Date:  Gagaazy