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HomeMy Public PortalAboutAddendum No. 1 to Contract No. 45-2017 - TRC Environmental Corp.- old Reid Hospital demo support servicesADDENDUM THIS ADDE UM, ( umber 1 to Contract No. 45-2017) is made and entered into this �Y day of , 2017, by and between Richmond, Indiana, a municipal corporation acting through its Board of Public Works and Safety with its office at 50 North 5tn Street, Richmond, Indiana, 47374 (hereinafter referred to as "City"), and TRC Environmental Corporation, 10475 Crosspoint Boulevard, Suite 250, Indianapolis, Indiana, 46256 (hereinafter referred to as "Contractor"). WHEREAS, City and Contractor entered into Contract No. 45-2017 on March 31, 2017, which Agreement retains Contractor to provide professional services in connection with certain application, management, and support services for the pre -demolition, demolition, and remediation of certain unsafe structures located at 1401 and 1403 Chester Boulevard, known as the former Reid Hospital site ("former hospital site"); and WHEREAS, The Parties wish to amend said Agreement to incorporate Contractor's two (2) proposals in connection with additional professional technical support, construction management, and field oversight services for the remediation services and demolitions services to be performed at the former hospital site and to amend said Agreement to incorporate the additional payments to Contractor for said services. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, including the above stated recitals, City and Contractor hereby agree as follows: 1. The City and Contractor executed and entered into Contract No. 45-2017, on March 31, 2017, which Agreement is incorporated herein by reference. Pursuant to Contract No. 45-2017, Section X (Miscellaneous), the Parties may alter or amend the Agreement in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both Parties. 2. Contractor has submitted its proposal dated October 31, 2017, for additional services to be performed within the scope of Contract No. 45-2017, which proposal is incorporated herein by reference and attached hereto as Exhibit A. The additional services to be performed in accordance with said Agreement scope and as more specifically described in said Exhibit A shall include, but shall not be limited to, the professional construction management services and professional field oversite services for remediation of the former hospital site, including field oversite of asbestos and lead paint abatement as well as regulated waste management in anticipation of demolition activities. Addendum No. 1 to Contract No. 45-2017 Pagel of 3 Contractor shall perform all work and provide all services descried on Exhibit A. Contractor shall be paid an additional sum not to exceed Two Hundred Sixty- three Thousand Four Hundred Dollars and Zero Cents ($263,400.00) for the professional services performed in connection with said remediation-related services. 3. Contractor has also submitted its proposal dated October 31, 2017, for additional services to be performed within the scope of Contract No. 45-2017, which proposal is incorporated herein by reference and attached hereto as Exhibit B. The additional services to be performed in accordance with said Agreement scope and as more specifically described in said Exhibit B shall include, but shall not be limited to, the professional construction management services and professional field oversite services for demolition of the former hospital site, including field oversite of removal of site structures and associated backfilling and site restoration activities. Contractor shall perform all work and provide all services descried on Exhibit B. Contractor shall be paid an additional sum not to exceed Three Hundred Ninety-two Thousand Four Hundred Fifty Dollars and Zero Cents ($392,450.00) for the professional services performed in connection with said demolition -related services. 4. The total amount paid to Contractor pursuant to Contract No. 45-2017 shall be increased to a new total amount not to exceed Eight Hundred Eighty Thousand Eight Hundred Fifty Dollars and Zero Cents ($880,850.00). 5. City and Contractor expressly agree that all other terms, conditions, and covenants contained in Contract No. 45-2017, shall be applicable to this Addendum, unless such term, condition or covenant conflicts with this Addendum Number 1, in which case this Addendum Number 1 shall be controlling. 6. Both Parties hereby agree that with the exception of the increase of the total Compensation amount and with the exception of the additional services to be performed by Contractor pursuant to Exhibit A and Exhibit B of this Addendum, Contract No. 45-2017 shall remain intact and unchanged and in full force and effect. [Signature page to follow.] Page 2 of 3 7. Both Parties agree that any person executing this Contract in a representative capacity hereby warrants that he or she has been duly authorized by his or her principal to execute this Addendum. IN WITNESS WHEREOF, this Addendum is executed and approved by the undersigned representatives of the City and Contractor this X0 day of Q(/Q�y,6P.�' , 2017. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety By:_ Vicki Robinson, President LOW oore, Member oster, II, Member Approved: . Sno r �-I Date: - 20 — i 7 "CONTRACTOR" TRC ENVIRONMENTAL CORPORATION 10475 Crosspoint Boulevard, Suite 250 Indianapolis, IN 46256 By: Printed: 14"/,S&A11Z1" - Title: ee t`,A'Sla� Date: 1�)1 117 Page 3 of 3 10475 Crosspoint Blvd. Suite 250 Indianapolis, IN 46256 w wvu_±1i 50lu"i W1,"'C 0'11 October 31, 2017 Ms. Beth Fields, Controller City of Richmond, Indiana 50 North 51h Street Richmond, Indiana 47374 Reference: Remediation Support Activities Former Richmond Hospital 1401 Chester Boulevard Richmond, Indiana TRC Proposal No. 288409.9990 Dear Ms. Fields: TRC Environmental Corporation (TRC) is pleased to submit this proposal to provide technical support to the City of Richmond, Indiana (the City) for remediation services at the former Richmond Hospital located at 1401 Chester Boulevard in Richmond, Indiana. The remediation services include construction management and field oversite of asbestos and lead paint abatement as well as regulated waste management in anticipation of demolition activities. This proposal has been developed based upon the remediation specifications prepared by TRC for this remediation program. We are pleased to offer this assistance to the City. Please contact Brooks Bertl at 317-517-2616 with any questions or to discuss this project further after you have had an opportunity to review our proposal. To accept this proposal, please issue a Purchase Order for the services outlined in the attached proposal referencing the existing Terms & Conditions between TRC and the City dated March 31, 2017. Sincerely, TRC Environmental Corporation Brooks R. Berd, P.E., P.G. Kristopher Krause Principal Consultant Vice President, Midwest Attachments: Proposal, TRC Terms & Conditions, TRC Environmental Fee Schedule 288409.9990PRP/cau i�.. _..0 • The City of Richmond, Indiana Attachment 1 Proposal JAL The City of Richmond, Indiana Proposal for Demolition Support Services BACKGROUND The City of Richmond, Indiana (the City) is coordinating the demolition of the Former Richmond Hospital (the Site) and the redevelopment of the Site following facility demolition. The Site served as the Richmond community hospital from 1904 until 2006. Reid Health (Reid) began construction on a new hospital facility approximately 1.5 miles north of the Site in 2004, and the final relocation was completed in 2008. In 2006 the land and the on -Site buildings were sold to Whitewater Living Center, LLC, (Whitewater). Reid then leased the property back from Whitewater to complete the transition to Reid's new hospital campus. Reid completed that move and vacated the property on October 31, 2008. Shortly thereafter, in late 2008, Whitewater sold the property to Spring Grove Development, LLC (SGD). SGD abandoned its redevelopment plans and stopped paying property taxes in 2011. In 2014, Wayne County put the property up for a tax sale auction, but the property did not sell at the auction. Previous Phase I, Phase II and subsequent subsurface Site investigations were conducted between February 2014 and September 2016 to describe the condition of the existing Site structures and to delineate soil and groundwater impacts associated with former Hospital operations. These investigations resulted in the identification of limited subsurface impacts and the documentation of the poor conditions of the existing Site structures. Reid has agreed to address limited subsurface metal and radionuclide impacts and the City has agreed to take responsibility for the former hospital structures. Currently the Site buildings on the property are in poor condition and are unsafe for entry. The City intends to remove hazardous materials (asbestos, lead based paint, universal and hazardous waste) and to demolish the existing Site buildings to eliminate the public safety hazard and clear the way for potential future development of the Site as multiuse residential/commercial function and a City park. On behalf of the City, TRC Environmental Corporation (TRC) has provided pre -demolition services including an asbestos survey, lead paint survey, universal and hazardous waste inventory and preparation of removal specifications for these materials in accordance with applicable state and federal regulations. TRC is currently assisting the City with contractor bidding and selection for these services. TRC proposes to provide additional services including construction management and field oversite of the selected contractor on behalf of the City. TRC's proposed scope of work for these additional construction management and field oversite services is presented below followed by fee information, contract terms, estimated schedule and health and safety considerations. Page 1 The City of Richmond, Indiana SCOPE OF SERVICES Phase I: Remedial Construction Management TRC proposes to act as the City's Representative (Owner's Representative) for the pre -demolition remediation activities. As the Owner's Representative, TRC will represent the City's interests and assist the City in their decision making process for the remediation program using best efforts, skills and knowledge. In this role, TRC will review work plans, safety plans and monitor the remediation, permitting, and construction schedule for the Project and shall have regular communication with and facilitate interaction amongst all parties (the City, Contractor, federal, state and local authorities) to adhere to the project goals for budget and schedule. TRC will attend project team construction meetings and be available on an as -needed basis for phone calls and email review when not on -site. Specific duties include the following: 1) Records Management: Maintain a TRC/City Sharepoint site for records management. 2) Notice and Plan Reviews: Assist the City with preparation of contractor documents, e.g., Notice of Award, Preliminary Schedule, Contract Agreement, Notice to Proceed; and review of Health and Safety Plan and Remediation Work Plan. 3) Meetings: Schedule and attend weekly progress meetings or other meetings as required. Prepare, distribute and maintain minutes of project meetings. Participate in presentations of design to Boards, Committees, elected officials and the public. 4) Reports: Prepare monthly e-mail status reports tracking the project budget, change orders, schedule, work completed and significant issues. 5) Permits: Monitor the necessary permits and make sure the permitting is proceeding in a timely fashion by the Contractor. 6) Scheduling: Review and monitor Contractor's project schedule and work to resolve any issues that would delay the completion of the project within the contractual timeframe. 7) Payments and Change Orders: In conjunction with the Contractor, and on a schedule to be established with the City, review and approve the Contractor's periodic payment requests, making sure that items claimed have been satisfactorily completed. In conjunction with the City, TRC shall review all change order requests, determine their validity and make appropriate recommendations on their approval or denial. 8) Requests for Information and Clarifications: TRC shall work with the Contractor to provide timely clarifications and interpretations of the contract documents, as needed. 9) Inspections: Conduct sufficient site inspections by management personnel to verify that the Contractor's work is being completed in a quality manner in accordance with the plans and specifications. Identify field issues and propose solutions. Notify the City if the Contractor is not performing in accordance with the requirements of the contract documents. Page 2 The City of Richmond, Indiana Phase II: Contractor Oversite In addition construction management services, TRC proposes to provide full-time onsite oversite services on behalf of the City during Contractor remediation activities. These services will include: 1) Full-time Project Monitoring: TRC will provide an experienced Indiana Certified Asbestos person to provide full-time onsite abatement Contractor monitoring services. This TRC representative will also provide contractor oversite for lead paint abatement, hazardous and universal waste management. The TRC representative will be onsite at all times with the remediation Contractor(s), which is anticipated to be a minimum of 40 hours per week for an anticipated seven month (120 work day) project schedule. 2) Health & Safety Monitoring: Confirm that the Site -specific TRC Health and Safety Plan (HASP) and procedures are implemented by TRC personnel and guests. In addition, monitor Contractor for safe work activities and make appropriate notification if unsafe practices are observed. 3) Project Progress Monitoring: Confirm that the abatement, environmental protection, waste handling and disposal procedures are conducted and completed in accordance with applicable regulations, codes, and with the project specific specifications previously developed by TRC. 4) Attend Project Meetings: Attend weekly progress meetings or other meetings as required. 5) Document Field Activities: Complete daily project progress reports. Compile reports into a weekly project progress report issued to appropriate City and TRC representatives. Collect other project specific documentation generated by Contractors including, but not limited to, disposal manifests, transportation trip tickets and other contractor progress documentation. DELIVERABLES In addition to the daily and weekly progress reports referenced above, TRC will prepare a draft overall Project Closeout Report for review and comment by the City. The draft report will summarize the remediation activities and provide all specification required documentation such as, but not limited to; field notes, photographs, licenses and certifications, insurance certificates, signed waste disposal or recycling manifests, and findings of any regulatory inspections. TRC will accept one set of comments from the City to be incorporated into and to finalize the Project Closeout Report. TRC PROJEC TEAM Brooks R. Bertl, P.E., P.G., TRC Principal Consultant, will serve as the Project Manager for this remediation program. In this capacity, Mr. Bertl will be responsible for all phases of this program including staff resource allocation, project accounting and reporting services. Mr. Bertl has worked with the City on multiple projects since 2011 and managed the recently completed pre -demolition services including the Site specific asbestos and lead paint surveys, universal and hazardous waste inventories and preparation of applicable bid specifications for these materials. Mr. Bertl is currently assisting the City with Contractor selection for the associated remediation services at the former Hospital Site. Page 3 The City of Richmond, Indiana Gerald H. Beaudion, TRC Senior Project Manager, is committed to actively participating in the onsite services and be the primary point of contact during the asbestos abatement oversite. Mr. Beaudion brings consistency and experience to the project as he conducted the recently completed asbestos, universal and hazardous waste inspections and developed the abatement specifications for this project. Mr. Beaudion and Mr. Bertl will also be supported by TRC field and administrative personnel from TRC's Ohio and Indiana locations. FEE PROPOSAL TRC proposes to perform Phase I and II tasks as described above on a time and materials basis in keeping with the estimated costs included in the Table below and the TRC Environmental Fee Schedule included in Attachment 2. We are prepared to begin work on this scope of work once we receive a Purchase Order from the City referencing the previously agreed upon Terms & Conditions. A copy of these Terms & Conditions is included in Attachment 3 for reference. PROPOSAL FOR DEMOLITION SUPPORT ESTIMATED COST Phase I — Construction Management Records Management, Plan Reviews, Permits, Scheduling, etc. $62,300 Reporting $22,300 Phase I Total $84,600 Phase II — Contractor Oversite Full Time Onsite Monitoring — 120 days @ $1,490 per day $178,800 Phase II Total $178,800 Demolition Support — Remediation Total $263,400 ASSUMPTIONS The cost for Records Management, Plan Reviews, Permits, Scheduling, etc. includes attendance by the TRC project team at one pre -construction meeting and one post remediation meeting, each to be completed in a single, 8-hour work day. The cost for Records Management, Plan Reviews, Permits, Scheduling, etc. includes participation by the TRC project team in a weekly project progress conference call. The cost for Records Management, Plan Reviews, Permits, Scheduling, etc. includes one site visit per week (24 total visits) by a senior TRC staff member for the duration of the project. This site visit will be completed in one, 8-hour work day. Additional visits will be provided on a time and materials fee basis in accordance with the rates included in the attached TRC Environmental Fee Schedule. Page 4 The City of Richmond, Indiana • The cost for Records Management, Plan Reviews, Permits, Scheduling, etc. includes review of project specific documents prepared the Contractor and does not include preparation of any documents by TRC on behalf of the Contractor. • The cost for Full Time Onsite Monitoring assumes that a TRC representative will be onsite for up to 10 hours per day for up to 120 work days. If the work program extends beyond 120 work days, addition fees will be applied on a time and materials fee basis in accordance with the rates included in the attached TRC Environmental Fee Schedule. • The costs listed above include preparation of daily and weekly progress reports by the TRC onsite representative and one final draft report at the completion of the remediation program by the TRC project team. TRC will provide one set of revision to the final report based upon City comments. No additional regulatory or contractor reporting is included in the above costs. • No costs for laboratory analyses, permitting, disposal or any other services beyond onsite observation and documentation are included. Costs for any additional services will be provided on an as -needed basis and a change order will be prepared for those additional services. TERMS OF CONTRACT TRC proposes to perform the Phase I and Phase II services under the Terms & Conditions of the negotiated Professional Services Agreement between TRC and the City dated March 31, 2017. A copy of these Terms & Conditions is included in Attachment 3. To accept this proposal for Phases I and II services, please issue a Purchase Order referencing the attached Terms & Conditions and specifying the services outlined above. SCHEDULE TRC can begin work on the project upon receipt of authorization to proceed. It is anticipated that the City will select a Remediation Contractor on or about December 1, 2018. TRC will initiate Phase I activities (Remedial Construction Management) immediately following Contractor award. It is anticipated that the onsite field program will be initiated in January 2018 and completed by the end of July 2018. TRC will perform Phase II activities (Contractor Oversite) for the duration of this period. HEALTH & SAFETY CONSIDERATIONS Safety is our Number One Priority. TRC has developed a Site -specific Health and Safety Plan ("HASP") for the previously completed Preliminary Evaluation activities at the Former Hospital Site. This existing HASP will be reviewed, revised and updated for use during TRC's Construction Management and Contractor Oversite services. TRC subscribes to Occupational Safety and Health Administration (OSHA) and United States Environmental Protection Agency (USEPA)—mandated health and safety standards. Because of the wide range of potential exposures for our employees, TRC must make conservative judgments as to potential health risks. The services outlined in this proposal are offered on the basis of providing Level D health and safety protection (coveralls, safety shoes, hard hats, and eye Page 5 The City of Richmond, Indiana protection only). If additional protection is required for TRC employees to perform these services, then TRC will advise the City of the needed protection and any associated increase in compensation before proceeding with the work. As noted above, TRC will review the selected Remediation Contractor's HASP and observe the Remediation Contractor's field activities for safe work practices. However, the Remediation Contractor will be responsible for all health and safety considerations associated with their activities. Page 6 ' 4 e The City of Richmond, Indiana Attachment 2 TRC Environmental Fee Schedule Prinelpal/Prdnc Sci./Princ Eng.; A4 Level IV $287 A3 Levellll $249 A2 Levelll $221 Al Level $204 Project Manager B4 Level IV $199 B3 Levellll $176 B2 Levelll $155 B1 Level $136 Senior Scientist/Planner/Engineer . C4 Level IV $188 C3 Levellll $169 C2 Levelll $146 C1 Level $121 Scientist/Planner/Engineer D4 Level IV $116 D3 Levellll $100 D2 Levelll $88 D1 Level $76 Designer/Technician/Inspectors E4 Level IV $100 E3 Levellll $87 E2 Levelll $66 E1 Level $44 Drafting/CADD/GIS F4 Level IV $116 F3 Levellll $100 F2 Level11 $77 F1 Level $66 Project Support/Clerical G4 Level IV $105 G3 Levellll $83 G2 Levelll $66 G1 Level $56 A 15%.ODC handlingcharge will be added to non -labor costs and expenses/ODCs to address client'insurance, AP processing, procurement, contracting and client warrantee of performance. A 6%i Communicatio' h Fee will be applied`toY'all labor charges in lieu of separate reimbursement for routine photocopying, faxing, computer usage; telephone, charges and routlne postage costs. Overtime rates will #OIV,,to non-exempt (hourly) staff 16 conformance with appiicable law. TRC Rates are sub ec# to an'annual calendar y6ar escalation: Invoicing will apply"TRC`billing rates In" conformance w' RK the rate ='schedule in effect'at the tirpf the seivices _ $;$. For litigation' of L°i gatlon:Sipp`ort 5eruices, pleae;request a.co{ �"pf arr�r Rtanda7d,Rates foritlgetlari`Serirlces ' , y 7777 n 4 '~k ...L..r The City of Richmond, Indiana Attachment 3 Existing Terms & Conditions Between TRC and the City March 30, 2017 PROFESSIONAL SERVICES AGREEMENT Vz THIS AGREEMENT made and entered into this &0day of �, 2017, and referred to as Contract No. 45-2017, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and TRC Environmental Corporation, 10475 Crosspoint Boulevard, Suite 250, Indianapolis, Indiana, 46256 (hereinafter referred to as the "Contractor"). SECTION 1. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide professional services for the City of Richmond, Indiana, in connection with certain application, management, and support services for the pre - demolition, demolition, and remediation of certain unsafe structures located at 1401 and 1403 Chester Boulevard, known as the former Reid Hospital (hereinafter "Project"). The City, by and through its Unsafe Building Commission, previously issued its Findings of Fact, Action Taken, and Order (hereinafter "Order") in connection with the unsafe structures, and which Order was recorded in the offices of the Recorder of Wayne County, Indiana, on December 5, 2014, at Instrument Number 2014009063. The Order is a Continuous Enforcement Order in accordance with Indiana Code 36-7-9-1 et seq. as affirmed by the Richmond Unsafe Building Commission. The proposal of Contractor, dated March 3, 2017, is attached hereto as Exhibit "A", which Exhibit consists of sixteen (16) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall perform all work and provide all services described on Exhibit "A." Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. Contractor shall perform all work herein in a timely manner, conforming to all applicable professional standards. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. Contract No. 45-2017 Page 1 of 6 i,7 r 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 III. COMPENSATI.ON The Contractor shall be paid a total amount not to exceed Two Hundred Twenty-five Thousand Dollars and Zero Cents ($225,000.00), subject to adjustment as indicated in Exhibit A, for complete and satisfactory performance of the work required hereunder. SECTION IV. TERM OF AGREEMENT This Agreement shall be 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 limited 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; 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. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. Page 2 of 6 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 negligence or willful misconduct during the performance of this Agreement, 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. Coverage A. Worker's Compensation & Disability Requirements B. Employer's Liability C. Q Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage Comprehensive Auto Liability Section 1. Section 2. E. Umbrella Liability Bodily Injury Property Damage Limits Statutory $100,000 $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each accident $1,000,000 each occurrence $2,000,000 each annual aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each claim $2,000,000 each annual -aggregate SECTION VI. COMPLIANCE WITH 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 Page 3 of 6 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. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that. the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5- 22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. 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. Page 4 of 6 B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. 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 X. 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 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 Page 5 of 6 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" THE CITY OF RICHMOND, INDIANA by and through.its Board of Public Works and Safety By: //—y4 Vicki Robinson, President By: Ric lard Foore, Member By: Anthony L. Foster, II, Member APPROVED: avid M.roll"I"Mayor Date: "CONTRACTOR" TRC ENVIRONMENTAL CORP. 10475 Crosspoint Boulevard, Suite 250 MU Printed: y/ ' a Title: Page 6 of 6 Date: G� ai d2ey S 10475 Crosspoint Blvd. Suite 250 Indianapolis, IN 46256 317.51 "7,2616i F"i ONL www.tresolutions.com October 31, 2017 Ms. Beth Fields, Controller City of Richmond, Indiana 50 North 51' Street Richmond, Indiana 47374 Reference: Demolition Support Activities Former Richmond Hospital 1401 Chester Boulevard Richmond, Indiana TRC Proposal No. 288409.9990 Dear Ms. Fields: TRC Environmental Corporation (TRC) is pleased to submit this proposal to provide technical support to the City of Richmond, Indiana (the City) for Demolition services at the former Richmond Hospital located at 1401 Chester Boulevard in Richmond, Indiana. The Demolition services include construction management and field oversite of removal of site structures and associated backfilling and site restoration activities. This proposal has been developed based upon the Demolition Specifications prepared by TRC for the Former Richmond Hospital project. We are pleased to offer this assistance to the City. Please contact Brooks Bertl at 317-517-2616 with any questions or to discuss this project further after you have had an opportunity to review our proposal. To accept this proposal, please issue a Purchase Order for the services outlined in the attached proposal referencing the existing Terms & Conditions between TRC and the City dated March 30, 2017. Sincerely, TRC Environmental Corporation r� Brooks R. Bertl, P.E., P.G. Kristopher Krause . Principal Consultant Vice President, Midwest Attachments: Proposal, TRC Terms & Conditions, TRC Environmental Fee Schedule 288409.9990PRP/cau EXHIBIT PAGE \ OF VI The City of Richmond, Indiana Attachment 1 Proposal ?!HIBIT � PAGES The City of Richmond, Indiana Proposal for Demolition Support Services BACKGROUND The City of Richmond, Indiana (the City) is coordinating the demolition of the Former Richmond Hospital (the Site) and the redevelopment of the Site following facility demolition. The Site served as the Richmond community hospital from 1904 until 2006. Reid Health (Reid) began construction on a new hospital facility approximately 1.5 miles north of the Site in 2004, and the final relocation was completed in 2008. In 2006 the land and the on -Site buildings were sold to Whitewater Living Center, LLC, (Whitewater). Reid then leased the property back from Whitewater to complete the transition to Reid's new hospital campus. Reid completed that move and vacated the property on October 31, 2008. Shortly thereafter, in late 2008, Whitewater sold the property to Spring Grove Development, LLC (SGD). SGD abandoned its redevelopment plans and stopped paying property taxes in 2011. In 2014, Wayne County put the property up for a tax sale auction, but the property did not sell at the auction. Previous Phase I, Phase II and subsequent subsurface Site investigations were conducted between February 2014 and September 2016 to describe the condition of the existing Site structures and to delineate soil and groundwater impacts associated with former Hospital operations. These investigations resulted in the identification of limited subsurface impacts and the documentation of the poor conditions of the existing Site structures. Reid has agreed to address limited subsurface metal and radionuclide impacts and the City has agreed to take responsibility for the former hospital structures. Currently the Site buildings on the property are in poor condition and are unsafe for entry. The City intends to remove hazardous materials (asbestos, lead based paint, universal and hazardous waste) and to demolish the existing Site buildings to eliminate the public safety hazard and clear the way for potential future development of the Site as multiuse residential/commercial function and a City park. On behalf of the City, TRC Environmental Corporation (TRC) has provided pre -demolition services including development of remediation and demolition specifications for the former Richmond Hospital. TRC is currently assisting the City with contractor bidding and selection for demolition services. TRC proposes to provide additional demolition support services including construction management and field oversite of the selected contractor on behalf of the City. TRC's proposed scope of work for these demolition construction management and field oversite services is presented below followed by fee information, contract terms, estimated schedule and health and safety considerations. Page 1 Ila UuMIN r.1 G7 The City of Richmond, Indiana SCOPE OF SERVICES Phase I: Demolition Construction Management TRC proposes to act as the City's Representative (Owner's Representative) for the demolition activities. As the Owner's Representative, TRC will represent the City's interests and assist the City in their decision making process for the demolition program using best efforts, skills and knowledge. In this role, TRC will review work plans, safety plans and monitor the demolition permitting, and construction schedule for the Project and shall have regular communication with and facilitate interaction amongst all parties (the City, Contractor, federal, state and local authorities) to adhere to the project goals for budget and schedule. TRC will attend project team construction meetings and be available on an as -needed basis for phone calls and email review when not on -site. Specific duties include the following: 1) Records Management: Maintain a TRC/City Sharepoint site for records management. 2) Notice and Plan Reviews: Assist the City with preparation of contractor documents, e.g., Notice of Award, Preliminary Schedule, Contract Agreement, Notice to Proceed; and review of Health and Safety Plan and Demolition Work Plan. 3) Meetings: Schedule and attend weekly progress meetings or other meetings as required. Prepare, distribute and maintain minutes of project meetings. Participate in presentations of design to Boards, Committees, elected officials and the public. 4) Reports: Prepare monthly e-mail status reports tracking the project budget, change orders, schedule, work completed and significant issues. 5) Permits: Monitor the necessary permits and make sure the permitting is proceeding in a timely fashion by the Contractor. 6) Scheduling: Review and monitor Contractor's project schedule and work to resolve any issues that would delay the completion of the project within the contractual timeframe. 7) Payments and Change Orders: In conjunction with the Contractor, and on a schedule to be established with the City, review and approve the Contractor's periodic payment requests, making sure that items claimed have been satisfactorily completed. In conjunction with the City, TRC shall review all change order requests, determine their validity and make appropriate recommendations on their approval or denial. 8) Requests for Information and Clarifications: TRC shall work with the Contractor to provide timely clarifications and interpretations of the contract documents, as needed. 9) Inspections: Conduct sufficient site inspections by management personnel to verify that the Contractor's work is being completed in a quality manner in accordance with the plans and specifications. Identify field issues and propose solutions. Notify the City if the Contractor is not performing in accordance with the requirements of the contract documents. Page 2 EXHIBIT _.�, PAGE The City of Richmond, Indiana Phase II: Contractor Oversite In addition construction management services, TRC proposes to provide full-time onsite oversite services on behalf of the City during Contractor demolition activities. These services will include: 1) Full-time Project Monitoring: TRC will provide a person with previous demolition oversite experience to provide full-time onsite abatement Contractor monitoring services. The TRC representative will be onsite at all times with the Demolition Contractor(s), which is anticipated to be a minimum of 40 hours per week for an anticipated twelve month (180 work day) project schedule. 2) Health & Safety Monitoring: Confirm that the Site -specific TRC Health and Safety Plan (HASP) and procedures are implemented by TRC personnel and guests. In addition, monitor Contractor for safe work activities and make appropriate notification if unsafe practices are observed. 3) Project Progress Monitoring: Confirm that the demolition, environmental protection, waste handling, disposal and recycling activities are conducted and completed in accordance with applicable regulations, codes, and with the project specific specifications previously developed by TRC. 4) Attend Project Meetings: Attend weekly progress meetings or other meetings as required. 5) Document Field Activities: Complete daily project progress reports including photographs documenting project progress. Compile reports into a weekly project progress report issued to appropriate City and TRC representatives. Collect other project specific documentation generated by Contractors including, but not limited to, disposal manifests, transportation trip tickets and recycling documentation. DELIVERABLES In addition to the daily and weekly progress reports referenced above, TRC will prepare a draft overall Project Closeout Report for review and comment by the City. The draft report will summarize the demolition activities and provide all specification required documentation such as, but not limited to; field notes, photographs, licenses and certifications, insurance certificates, signed waste disposal or recycling manifests, and findings of any regulatory inspections. TRC will accept one set of comments from the City to be incorporated into and to finalize the Project Closeout Report. TRC PROJEC TEAM Brooks R. Berd, P.E., P.G., TRC Principal Consultant, will serve as the Project Manager for this demolition program. In this capacity, Mr. Bertl will be responsible for all phases of this program including staff resource allocation, project accounting and reporting services. Mr. Bertl has worked with the City on multiple projects since 2011 and managed the recently completed pre -demolition services including the Site specific asbestos and lead paint surveys, universal and hazardous waste inventories and preparation of demolition bid specifications for these materials. Mr. Bertl is currently assisting the City with Contractor selection for the demolition services at the former Hospital Site. Page 3 EXHIBIT � PAGE OF�� The City of Richmond, Indiana Scott Pawlukiewicz, PE, TRC Senior Project Manager, is committed to actively participating in the onsite services and be the secondary point of contact behind Mr. Bertl during the demolition oversite. Mr. Beaudion brings consistency and experience to the project as he developed the demolition specifications and is assisting the City with Contractor selection for this project. Mr. Pawlukiewicz and Mr. Bertl will also be supported by TRC field and administrative personnel from TRC's Ohio and Indiana locations. FEE PROPOSAL TRC proposes to perform Phase I and II tasks as described above on a time and materials basis in keeping with the estimated costs included in the Table below and the TRC Environmental Fee Schedule included in Attachment 2. We are prepared to begin work on this scope of work once we receive a Purchase Order from the City referencing the previously agreed upon Terms & Conditions. A copy of these Terms & Conditions is included in Attachment 3 for reference. PROPOSAL FOR DEMOLITION SUPPORT ESTIMATED COST Phase I — Construction Management Records Management, Plan Reviews, Permits, Scheduling, etc. $101,950 Reporting $22,300 Phase I Total $124,250 Phase II — Contractor Oversite Full Time Onsite Monitoring — 180 days @ $1,490 per day $268,200 Phase II Total $268,200 Demolition Support — Demolition Total $392,450 ASSUMPTIONS The cost for Records Management, Plan Reviews, Permits, Scheduling, etc. includes attendance by the TRC project team at one pre -construction meeting and one post demolition meeting, each to be completed in a single, 8-hour work day. The cost for Records Management, Plan Reviews, Permits, Scheduling, etc. includes participation by the TRC project team in a weekly project progress conference call. The cost for Records Management, Plan Reviews, Permits, Scheduling, etc. includes one site visit per week (36 total visits) by a senior TRC staff member for the duration of the project. This site visit will be completed in one, 8-hour work day. Additional visits will be provided on a time and materials fee basis in accordance with the rates included in the attached TRC Environmental Fee Schedule. Page 4 The City of Richmond, Indiana • The cost for Records Management, Plan Reviews, Permits, Scheduling, etc. includes review of project specific documents prepared the Contractor and does not include preparation of any documents by TRC on behalf of the Contractor. • The cost for Full Time Onsite Monitoring assumes that a TRC representative will be onsite for up to 10 hours per day for up to 180 work days. If the work program extends beyond 180 work days, addition fees will be applied on a time and materials fee basis in accordance with the rates included in the attached TRC Environmental Fee Schedule. • The costs listed above include preparation of daily and weekly progress reports by the TRC onsite representative and one final draft report at the completion of the Demolition program by the TRC project team. TRC will provide one set of revision to the final report based upon City comments. No additional regulatory or contractor reporting is included in the above costs. • No costs for laboratory analyses, permitting, disposal or any other services beyond onsite observation and documentation are included. Costs for any additional services will be provided on an as -needed basis and a change order will be prepared for those additional services. TERMS OF CONTRACT TRC proposes to perform the Phase I and Phase II services under the Terms & Conditions of the negotiated Professional Services Agreement between TRC and the City dated March 30, 2017. A copy of these Terms & Conditions is included in Attachment 3. To accept this proposal for Phases I and II services, please issue a Purchase Order referencing the attached Terms & Conditions and specifying the services outlined above. SCHEDULE TRC can begin work on the project upon receipt of authorization to proceed. It is anticipated that the City will select a Demolition Contractor on or about December 1, 2018. TRC will initiate Phase I activities (Demolition Construction Management) immediately following Contractor award. It is anticipated that the onsite field program will be initiated by August 2018 and completed by July 2019. TRC will perform Phase II activities (Contractor Oversite) for the duration of this period. HEALTH & SAFETY CONSIDERATIONS Safety is our Number One Priority. TRC has developed a Site -specific Health and Safety Plan ("HASP") for the previously completed Preliminary Evaluation activities at the Former Hospital Site. This existing HASP will be reviewed, revised and updated for use during TRC's Construction Management and Contractor Oversite services. TRC subscribes to Occupational Safety and Health Administration (OSHA) and United States Environmental Protection Agency (USEPA)—mandated health and safety standards. Because of the wide range of potential exposures for our employees, TRC must make conservative judgments as to potential health risks. The services outlined in this proposal are offered on the basis of providing Level D health and safety protection (coveralls, safety shoes, hard hats, and eye Page 5 EXHIBIT -EL PAGE Z _OF The City of Richmond, Indiana protection only). If additional protection is required for TRC employees to perform these services, then TRC will advise the City of the needed protection and any associated increase in compensation before proceeding with the work. As noted above, TRC will review the selected Demolition Contractor's HASP and observe the Demolition Contractor's field activities for safe work practices. However, the Demolition Contractor will be responsible for all health and safety considerations associated with their activities. Page 6 EXHIBIT PAGE OF—L I The City of Richmond, Indiana Attachment 2 TRC Environmental Fee Schedule EXHIBIT --Q) PAGE q OF 111 Principal/Prink.° Sci./Prink: Eng. A4 Level IV $287 A3 Levellll $249 A2 Levelll $221 Al Level $204 Project Manager B4 Level IV $199 B3 Levellll $176 B2 Levelll $155 B1 Level $136 Senior Scientist/Planner/Engineer: C4 Level IV $188 C3 Levellll $169 C2 Levelll $146 C1 Level $121 Scientist/Planner/Engineer D4 Level IV $116 D3 Levellll $100 D2 Levelll $88 D1 Level $76 Designer/Technician/Inspectors E4 Level IV $100 E3 Lev ellll $87 E2 Levelll $66 E1 Level $44 Drafting/CADD/GIS F4 Level IV $116 F3 Levellll $100 F2 Levelll $77 F1 Level $66 Project Support/Clerical` G4 Level IV $105 G3 Levellll $83 G2 Levelll $66 G1 Level $56 A 15% ODC handling'charge will be added to non -labor costs and expenses/ODCs to address client procurement, contracting and client warrantee of performance. insurance, AP processing, A 6% Commu n icati orfFee will be applied to all la bor "ch a rges in lieu of separate reinnbursement foe. Yotitlnephotocopying, faxing, computer usage, telephone: charges;and routine postage costs, Overtime rates�will�apply to non-exempt (hourly) staff in conforrriance with'appileable law. TRC Rates are sub ect to an'annual calendar year escalation; Invoicing will applyUt billing'rates in conforma66ei*�th the rate's+rhed6 In ffect ati`the tirrre of ie`serviceS =.k.:` For Litigation: or tfitigation Support Services, pleas0,fetiuest acopy o fiur>>S andarld dates=foal ltigetioOr$ie vices{ EXHIBIT PAGE (D 0 --L The City of Richmond, Indiana Attachment 3 Existing Terms & Conditions Between TRC and the City March 30, 2017 EXHIBIT E PAGE l LOF_�_ PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this 30/6day of %' f'I 2017, and referred to as Contract No. 45-2017, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and TRC Environmental Corporation, 10475 Crosspoint Boulevard, Suite 250, Indianapolis, Indiana, 46256 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide professional services for the City of Richmond, Indiana, in connection with certain application, management, and support services for the pre - demolition, demolition, and remediation of certain unsafe structures located at 1401 and 1403 Chester Boulevard, known as the former Reid Hospital (hereinafter "Project"). The City, by and through its Unsafe Building Commission, previously issued its Findings of Fact, Action Taken, and Order (hereinafter "Order") in connection with the unsafe structures, and which Order was recorded in the offices of the Recorder of Wayne County, Indiana, on December 5, 2014, at Instrument Number 2014009063. The Order is a Continuous Enforcement Order in accordance with Indiana Code 36-7-9-1 et seq. as affirmed by the Richmond Unsafe Building Commission. The proposal of Contractor, dated March 3, 2017, is attached hereto as Exhibit "A", which Exhibit consists of sixteen (16) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall perform all work and provide all services described on Exhibit "A." Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. Contractor shall perform all work herein in a timely manner, conforming to all applicable professional standards. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. Contract No. 45-2017 Page I of 6 iEXHIBIT 6 PAGE 1 60 1 _ 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 III. COMPENSATION The Contractor shall be paid a total amount not to exceed Two Hundred Twenty-five Thousand Dollars and Zero Cents ($225,000.00), subject to adjustment as indicated in Exhibit A, for complete and satisfactory performance of the work required hereunder. SECTION IV. TERM OF AGREEMENT This Agreement shall be 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 limited 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; 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. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. Page 2 of 6 EXHIBIT _J�L_ PAGE AS. 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 negligence or willful misconduct during the performance of this Agreement, 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. Coverage A. Worker's Compensation & Disability Requirements B. Employer's Liability C. 0 Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage Comprehensive Auto Liability Section 1. Section 2. E. Umbrella Liability Bodily Injury Property Damage Limits Statutory $100,000 $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each accident $1,000,000 each occurrence $2,000,000 each annual aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each claim $2,000,000 each annual -aggregate SECTION VI. COMPLIANCE WITH 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 Page 3 of 6 EXHIBIT PAGE OF17 � � M 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. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that. the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5- 22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. 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. Page 4 of 6 EXHIBIT PAGE B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. 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 X. 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 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 Page 5 of 6 EXHIBIT � PA EG-to pF� 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" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety By: Vicki Robinson, President Ric and Foore, Member Anthony L. Foster, II, Member APPROVED: ]_-- avid M. ayor Date:�- "CONTRACTOR" TRC ENVIRONMENTAL CORP. 10475 Crosspoint Boulevard, Suite 250 Indianapolis, IN 46256 Printed: Z 1-� �/ a Title: Page 6 of 6 Daterol��' EXHIBIT � PAGE l7 pF�-�