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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 Page 1 of 4 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 Page 2 of 4 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 Page 3 of 4 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: Page 4 of 4 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. EXHIBIT _ PAGE _L__OF 5 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. EXHIBIT PAGE --:�-%-� I 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