HomeMy Public PortalAbout065-SRF Loan Primary ClarifierPROFESSIONAL CONSULTING SERVICES AGREEMENT
THIS AGREEMENT made and entered into this .:Z'SV2-day of 2004 b and
between the City of Richmond, Indiana, a municipal corporation actin and through its Board
of Sanitation Commissioners (hereinafter referred to as the "City") and O. W. Krohn &
Associates, LLP, 231 East Main Street, Westfield, Indiana 46074 (hereinafter referred to as the
"Contractor').
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide consulting services in connection with obtaining the
SRF loan for the Primary Clarifier Project. Contractor shall perform all services described on
"Exhibit A", which exhibit is attached hereto and made a part hereof.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No work shall commence until the City is in receipt of any required bonds and certificates of
insurance, and until a purchase order has been issued by the Purchasing Department.
If the terms contained in this Agreement conflict with the terms on any document incorporated by
reference, the terms in this Agreement shall be controlling.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
SECTION IIL COMPENSATION
City shall pay Contractor a sum not to exceed Thirty Thousand Dollars ($30,000.00) for the
complete and satisfactory performance of all work described on "Exhibit A", which sum includes
all reimbursable expenses. Contractor shall be paid at the rates described on "Exhibit A".
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect
until completion of the project.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice
specifying the
effective date and the reasons for termination which shall include but not be limit d to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
CONTRACT 65-2004
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c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated by either the City or the Contractor, in whole or in part,
by mutual Agreement setting forth the reasons for such termination, the effective date, and in the
case of partial termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
A.
F
C.
0
E.
Coverage Limits
Worker's Compensation & Statutory
Disability Requirements
Employer's Liability $100,000
Comprehensive General Liability
Section 1. Bodily Injury $300,000 each occurrence
$300,000 aggregate
Section 2. Property Damage $100,000 each occurrence
Comprehensive Auto Liability
Section 1. Bodily Injury $300,000 each person
$300,000 each occurrence
Section 2. Property Damage $100,000 each occurrence
Comprehensive Umbrella Liability $1,000,000 each occurrence
$1,000,000 each aggregate
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F. Malpractice/Errors & Omissions Insurance $500,000 each occurrence
$500,000 each aggregate
SECTION VI. COMPLIANCE WrM WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VII. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub -contractor, shall not
discriminate by reason of race, religion, color, sex, national origin or ancestry
against any citizen of the State of Indiana who is qualified and available to
perform the work to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION VIII. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
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void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Sanitation Commissioners
By:
, Chairman
Date: rl"'_ / C' d
APPROVE .
Sarah L. Hutton, Mayor
Date:_
O. W. KROHN & ASSOCIATES, LLP
Date:
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AGREF...MENT
RICHMOND SANITARY DISTRICT
CITY OF RICHMOND
WAYNE COUNTY, INDIANA
SCOPE OF SERVICES
O. W. Krohn & Associates, Certified Public Accountants, (the "Accountant") will provide the
following services for Richmond Sanitary District, Wayne. County, Indiana (the "District") at the
request of and after specific instraction by the District.
ARTICLE 1 UTR= RATE STUDIES
The Accountant will:
1. Baseline Financial Assessment: (Part of Initial Scope of Services)
Analysis of historical financial statements and operational data for the District,
including analysis of expenditures for possible reclassification and possible pro
forma operating expense adjustments. Includes analysis of audit reports, internal
financial information and other relevant historical financial and operational
information.
Analysis of detailed revenues, expenditures for a 12 month test period.
Analysis of revenues by user class. The revenue analysis will also determine the
"normalized" test year operating revenues and projected revenues for the ensuing 3
to S years.
Determination of an appropriate range of pro forma revenue requirements, including
cash operation and maintenance expenses, capital improvement requirements, and
debt service requirements.
We will also determine the impact of various project cost and funding options on
proposed tax rates and user charges. Develop recommendations concerning new
development "capacity fees" and/ or "system development charges" for the District's
consideration.
2. Cost of Service: (Not Authorized with Initial Scope of Services - May Consider Later)
Compile a detailed breakdown of the fixed assets by function. If detailed plant
records are not available, engineering judgements may be required to determine
reasonable allocations to the distinctive cost functions.
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ARTICLE 2. GENERAL ACCOUNTING AND CONSULTING SERVICES
The Accountant will provide services relative to general accounting and financial matters that might
arise from time to time including, but not limited to, general accounting support services, financial
reporting, assistance with computer applications, assistance with economic development projects,
budgeting, feasibility studies, tax rates and other financial matters that might arise from time to time.
ARTICLE 3. TAX EXEMPT FINANCING (Part of Initial Scope of Services)
The Accountant will assist the District with the issuance of tax exempt municipal bonds and / or
leases, advise the District of available financing'alternatives that might be appropriate and assist with
the financial reporting requirements associated with any proposed financings.
ARTICLE 4. ATTESTATION SERVICES
The services to be rendered will not include audits. We will not render an opinion or any other form
of assurance on the financial statements. Our reports will indicate that we have "compiled" the
financial statements without audit and that the information contained in the reports represents the
assertions of management.
ARTICLE 5. FEES
The fees for services to be rendered will be based upon standard hourly time charges and
reimbursement of out of pocket expenses. The hourly rates for the year 2004 fall within a range of
seventy-five dollars ($75) to one hundred sixty dollars ($160) per hour, based upon the level of
experience required for the various tasks to be performed.
Initial Scope of Services::
Phase I would include a preliminary "baseline" financial assessment and financial feasifility
analysis necessary to ascertain the expected impact of the proposed SRF bond issue. This
baseline assessment would enable the District to have a broad understanding of the potential
financial impact of the project. Assessments could then be made as to whether revisions to
the current "rate design" might be warranted and whether the financial impact will influence
the ultimate scope of the project design and construction phases. The anticipated cost of the
Phase I services could be expected to fall within a range of $5,000 to $10,000.
Phase II would include financing services, which we understand that the District desires to
pursue through the Indiana State Revolving Fund Such services would include all of the
SRF's financial reporting requirements and financial due diligence procedures, including
updating the preliminary financial assessment prior to the ultimate bond financing. This
phase will also include all of the SRF financial due diligence reporting requirements. The
cost of the financing phase could be anticipated to fall within a range of $10,000 to $20,000.
Other variables impacting fees would include the number of meetings and public hearings
that might require our participation, potential lapse of time issues outside of the
Accountant's control might require financial reporting updates, changes in the scope of the
EXHIBIT 1E PAGE
Engineering judgements may be required to allocate the functionalized plant costs
to the various classes of customers.
Prepare a frequency distribution, from customer billing determinants, for each
customer class and potential customer classes. Based upon the various customer
usage characteristics identified from the frequency distributions, recommendations
regarding alternative rate classes may result.
Allocate the pro forma revenue requirements to their respective cost functions and
to the proposed consumer classes, including potential wholesale users. Engineering
judgements will be required for this phase of service.
3. Rate Design: (Not Authorized with Initial Scope of Services - May Consider Later)
Based upon the cost of service allocations and customer usage characteristics, design
appropriate rates for each user class. The proposed rates should recover costs fairly
between each user class and within each user class.
Consideration of phasing -in cost based rates may be appropriate .if affected users
would experience rate shock from potentially dramatic rate changes.
4. Meetings with District Officials: (Part of Initial Scope of Services)
Attend meetings as necessary with District Officials, project team members, and
affected users. Present the findings, recommendations and impact of the proposed
rate adjustments to District Officials, media and the general public.
Assist the Utility's attorney with the preparation of documents necessary to revise the
current rates and charges and with local public meetings and hearings that might be
required
5. Written Exhibits and Testimony. (Part of Initial Scope of Services)
Prepare appropriate exhibits, prepared testimony and coordinate appropriate
testimony and exhibits from other project team members.
Present expert witness testimony at public hearings, if necessary; and, assist the
Utility's attorney with the coordination of documents, ordinances, notices, etc.
6. Assistance with Project Financing: (Part of Initial Scope of Services)
We will advise the Board of various project funding options and techniques and will
assist with the financing of the proposed capital improvement project. It is
understood that the preferred funding source is the Indiana State Revolving Fund
(SRF) program.
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project or the financial plan might also influence the need for additional services. Such
additional services would be provided upon request at the Accountant's normal time and
billing rates in effect at the time such services might be performed.
Additional Phases of potential services could include "cost of service" and "rate design"
studies. The cost of these Phases of service would vary depending upon the ultimate goals
set forth by the District. Cost of service procedures would require significant input from the
District and its consulting engineers in establishing "cost of service by function" and "cost
of service by user class" allocation assumptions. Engineering judgements are inherent to a
competent cost of service study.
Richmond Sanitary District
Wayne County, Indiana
EXHIBIT PAGE qOF -5
0- W. KROHN & ASSOCIATES, UP
2004 STANDARD FEE SCFJE3)LTLE BY UMDrVIDUAL
Addendum to Richmond Sanitary District Agreement
CPA Time: $160 per h=
Otto W. -Buzz'' Krohn, CPA, CMC
James W Treat, CPA
Thomas Long, CPA
Consultant. Time: $ 95 per hour
Paula Walker
Rosy Oshry
Diana Begstrom
Cad Cudduka
Pw-&�ssional T=-w $ 75 per hour
Kathy Hancock
Ludy Srnofl
EXHIBIT A PAGE