HomeMy Public PortalAbout150-2017 - TRC Environmental - Evaluating Status of site Remediation - 16 W Main StPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this �-W day of 2017, and
referred to as Contract No. 150-2017, 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 and technical support services in
connection with the Site Evaluation of the former Manufactured Gas Plant (MGP) Site located at
16 West Main Street in the City of Richmond, Indiana (hereinafter "Project").
The proposal of Contractor, dated October 6, 2017, is attached hereto as Exhibit "A", which
Exhibit consists of seventeen (17) 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.
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.
Contract No. 150-2017
Page 1 of 6
SECTION III. COMPENSATION
The Contractor shall be paid a total amount not to exceed Twenty-four Thousand Nine Hundred
Thirty Dollars and Zero Cents ($24,930.00), 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, which completion is anticipated to be on or before January 31, 2018.
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, but shall be relieved of any other
responsibility herein.
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.
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
Page 2 of 6
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 Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each 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
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.
Page 3 of 6
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.
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
Page 4 of 6
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. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability which may arise in the course of Contractor's performance
of its obligations pursuant to this Agreement.
SECTION XI. 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
Page 5 of 6
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"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By:
Vicki Robinson, President
By: —
Richard Foore, Member
LIN
Anthony L/ otter, II, Member
APPROVED:
Sno Ma r
Date: ((— 63-- I 7
"CONTRACTOR"
TRC ENVIRONMENTAL CORP.
10475 Crosspoint Boulevard, Suite 250
Indianapolis, IN 46256
By: J
Printed: 6roo)LS P. ,4-L
Title: �r w C: f,.-k (,S 14-.J
Date: I' I �- / 17
Page 6 of 6
10475 Crosspoint Blvd.
Suite 250
Indianapolis, IN 46256
wWW krc Q'Utic"n5.cart
October 6, 2017
Mr. Jack Cruse
Director — Infrastructure and Development
City of Richmond, Indiana
50 North Fifth Street
Richmond, Indiana 47374
Reference: Former MGP Site Evaluation
16 East Main Street
Richmond, Indiana
TRC Proposal No. 288529.9990
Dear Mr. Cruse:
TRC Environmental Corporation (TRC) is pleased to submit this proposal to provide technical
support to the City of Richmond, Indiana (the 'City) for evaluating the current status of site
remediation activities at the former Manufactured Gas Plant (MGP) Site located at 16 West Main
Street in Richmond, Indiana. This proposal has been developed in response to our conversation
on September 28, 2017.
TRC is pleased to offer this assistance to the City. Please contact me at 317-517=2616 or
bbertl@tresolutions.com 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 selected services outlined in the attached proposal and referencing the currently
negotiated Terms and Conditions between TRC and the City.
Sincerely,
TRC Environmental Corporation
Brooks R. Bertl, P.E., P.G.
Principal Consultant
Attachments: Proposal, Demolition Oversite Services, Terms and Conditions
288529 9990PRP.docx/sap
IPAJ°t
The City of Richmond, Indiana
Attachment 1
Proposal
I EX iBIT �PAGE (l OF \'1
The City of Richmond, Indiana
Proposal for Former MGP Site Evaluation Services
BACKGROUND
It is TRC's understanding that the City of Richmond is currently implementing a Remedial
Action Work Plan (RAWP) including source removal, ground water remediation and soil
capping activities at the former manufactured gas plant (MGP) site located in Richmond, Indiana
(the Site). Source removal and capping activities were completed in early 2013 and the former
MGP site has been converted to green space and an access drive to the Veterans Memorial Park
in the Whitewater Valley Gorge. The details of the source removal action and capping activities
are included in the Indiana Department of Environmental Management (IDEM)-approved RAWP
dated November 2011. The Site is currently enrolled in the Indiana Brownfields Program and is
assigned Number 4980004. In addition to source removal and capping activities, the RAWP
includes considerations to address chemicals of concern (COC) identified to the west of the
former MGP property in ground water in an attempt to prevent COC impacts to the adjacent
Whitewater River. Previous investigation and characterization of the nature and extent of
MGP-related residuals and evaluation of potential exposure to COC has been conducted in
accordance with the IDEM Risk Integrated System of Closure (RISC) Technical Guide and User
Guide (IDEM, 2001) and was submitted to the Indiana Finance Authority (IFA). The IFA
reviewed this information and agreed to fund the MGP remedial program including the
previously completed source removal and capping activities as well as the uncompleted ground
water remediation activities.
The IFA has recently contacted the City to determine the status of the ground water remediation
activities in light of potential expiration of available funding in 2018. As a result, The City has
requested that TRC evaluate the current status of the ground water program and prepare a
response to IFA.
TRC has developed the following proposed scope of services to respond to the IFA, including
cost and schedule considerations for implementation of this scope on behalf of the City.
SCOPE OF SERVICES
Phase I: Locate and Review Existing Site Information
Task 1: Site Visit
Initially, the TRC Project Manager and the Field Engineer will mobilize to Richmond to meet
with City officials to collect, copy (if necessary) and review existing MGP Site documentation. In
particular, TRC will be searching for documentation related to ground water conditions since
2013 including any new monitoring well installation documentation and current ground water
monitoring well network configuration. TRC will also identify ground water quality data
collected since 2013. Any pre-2013 documentation made available by the City during this visit
will also be reviewed for ground water remediation applicability.
288529 9990PRP.docx/sap
Page 1
The City of Richmond, Indiana
After meeting with City officials, the TRC representatives will inspect the former MGP Site with
particular emphasis on the floodplain west of the former MGP property. The existence and
current condition of previously known ground water monitoring wells and of any new
monitoring wells identified while meeting with the City will be evaluated in anticipation of a
future ground water sampling and analysis program.
Task 2: Additional Document Search
In order to supplement the information and documentation collected during the Site visit, TRC
will also search for additional documentation online in the IDEM Virtual File Cabinet (VFC) and
contact the IFA to request any additional information that has not been previously identified or
reviewed.
Phase II: Ground Water Sampling and Analysis
Once all available documentation has been identified and reviewed, TRC will develop a ground
water sampling and analysis program to identify current ground water flow and quality
conditions for remedial consideration.
It is our understanding that there are six (6) existing ground water monitoring wells at the Site.
A representative ground water sample will be collected from each of these monitoring wells
using low -flow sampling techniques, in accordance with USEPA-approved methodologies.
Ground water will be purged at a reduced rate until ground water stabilization for four (4)
indicator parameters (temperature, pH, specific conductance, and turbidity) is achieved.
Additional ground water quality parameters (dissolved oxygen, oxidation-reduction potential,
etc.) will be measured but not used for determining stabilization. Each ground water sample will
be submitted to TestAmerica Laboratories in North Canton, Ohio for a standard, two week
turn -around time analysis for COC previously identified at the Site including: benzene, toluene,
ethyl benzene and xylene (BTEX); poly -nuclear aromatic hydrocarbons (PAHs); and, total
cyanide.
In conjunction with this sampling event, TRC will perform one round of static water elevation
measurements from the existing monitoring well network in order to develop a potentiometric
map of subsurface ground water elevation and estimate ground water flow direction.
Phase III: Update Ground Water Remedial Approach
Task 1: Data Evaluation
Upon receipt of the laboratory report, TRC will review the analytical results for comparison with
historical Site data identified in Phase 1 in order to determine if Site conditions have evolved over
time. In particular, this comparison will be coupled with current and historical dissolved oxygen
field measurements to determine if natural bio-attenuation is occurring at the Site. If so, natural
bio-attenuation may be considered for future remedial consideration.
288529 9990PRP.docx/sap
Page 2
PAGE L� OF -4
The City of Richmond, Indiana
In addition, the laboratory analytical results will be compared with current RISC guidance (2017)
to establish the most up to date Site specific remedial goals. These up to date remedial goals may
also impact Site specific remedial options.
Task 2: RAWP Evaluation
Once an understanding of previous site conditions and the data from the current ground water
sampling program has been evaluated, TRC will compare this information to the IFA approved
RAWP. TRC will make recommendations pertaining to the adequacy of the RAWP ground water
remedial program based upon this comparison. If more efficient and cost effective remedial
alternatives are determined to be available based upon this data comparison and/or development
of new remedial technologies, TRC will identify these alternatives for consideration by the City
and the IFA.
Task 3: IFA Coordination
If requested to do so by the City, TRC will present the results of this updated Site evaluation to
the IFA for financial consideration prior to expiration of funding in 2018. This presentation will
include submittal of the Technical Memorandum described below as well as participation in one
(1) conference call with representatives of the City and the IFA. As part of this task, TRC will
develop ball park cost estimates of ground water remedial alternatives for comparison with
remaining IFA funding based upon our evaluation. TRC can provide minor adjustments and/or
a limited addendum to the approved RAWP, but significant revision or redevelopment of the
RAWP is not included in this scope of work. If significant RAWP revisions are necessary, TRC
will determine the level of effort to address IFA requirements and present a fee to the City for
this effort.
Once a course of remedial action regarding ground water is agreed upon with the IFA and the
City, this project will be considered complete. TRC will provide a subsequent proposal at that
time to implement the agreed upon ground water remediation program.
DELIVERABLES
At the completion of the evaluation activities outlined above, TRC will prepare a draft Technical
Memorandum for submittal to the City. This draft Technical Memorandum will include:
- a summary of post RAWP documentation identified during the Site visit and additional
document search,
- a brief description of the ground water sampling event, including sampling procedures,
laboratory analytical results, ground water flow information and data evaluation;
- a comparison of new data to the IFA approved RAWP for applicability;
- recommendations for updated ground water remediation alternatives; and,
- ballpark costs for these remedial alternatives for comparison to remaining IFA funding.
288529 9990PRP.docx/sap
1E 'r -PAGE S O €
ft=�i
Page 3
The City.of Richmond, Indiana
FEE PROPOSAL
TRC proposes to perform Phase I, II and III tasks as described above on a time and materials
basis in keeping with the rates included in the 2017 TRC Environmental Standard Rate Schedule
included as Attachment 2. We are prepared to begin work on this scope of work once we receive
a Purchase Order from the City referencing the Terms and Conditions included in Attachment 3.
PROPOSAL FOR FORMER MGP SITE EVALUATION SERVICES
ESTIMATED
COST
Phase I — Locate and Review Existing Site Information
Task 1 — Site Visit
$2,900
Task 2 — Document Review and Additional Document Search
$4,900
Phase I Total
$7,800
Phase II — Ground Water Sampling and Analysis
Task 1 — Field Program
$6,100
Task 2 — Laboratory Analysis 6 Samples @ $305/Sample
$1,830
Phase II Total
$7,930
Phase III — Update Ground Water Remedial Approach
Task 1 — Data Evaluation
$2,800
Task 2 — RAWP Evaluation
$2,300
Task 3 — IFA Coordination
$900
Task 4 — Prepare Tech Memo
$3,200
Phase III Total
$9,200
Project Total
$24,930
ASSUMPTIONS
• The cost for the initial Site Visit assumes that the visit will be completed by the Project
Manager and Field Engineer in one, 8-hour work day.
• The cost for the Groundwater Sampling and Analysis Program assumes that the field
program will be completed by the Field Engineer in one, 8-hour work day.
• The cost for the Groundwater Sampling and Analysis Program assumes that no waste is
generated or disposed as part of this field sampling program. If wastes are generated,
additional costs for storage and disposal may be incurred.
• The cost for Laboratory Analysis assume the collection and analyses of six (6) ground water
samples for BTEX, PAHs and total cyanide. Additional sample analyses for these COC will
be provided at a cost of $305 per sample.
• The cost for IFA Coordination includes participation in one conference call with IFA and the
City. Participation in additional calls and/or face-to-face meetings will result in additional
costs.
• The cost to Prepare Tech Memo assumes preparation of a single draft document including the
elements listed in the Deliverables Section above. This cost does not include significant
288529 9990PRP.docx/sap
Page 4
1i:X"-iIl:',El_..{
The City of Richmond, Indiana
RAWP revisions or redevelopment. Costs for these services will be provide if required by
IFA.
The 2017 TRC Environmental Standard Rate Schedule is included in Attachment 1 for
consideration of future services not specified above.
TERMS OF CONTRACT
TRC proposes to perform the Phase I, Phase II and Phase III services under the Terms and
Conditions included in Attachment 2. To accept this proposal, please issue a Purchase Order
referencing the attached Terms and Conditions and specifying the selected services outlined
above.
SCHEDULE
TRC can begin work on the project immediately upon receipt of a written Purchase Order from
the City. The site visit for Phases I will be scheduled with the City within one (1) week of receipt
of a Purchase Order. The field sampling and analysis program will be completed within four (4)
weeks of the initial site visit and a Technical Memorandum can be issued within 3 weeks of
receipt of laboratory analytical results. The schedule for IFA coordination will be based upon
IFA availability. Assuming TRC receives a Purchase Order on or about October 20, 2017, the
draft Technical memorandum should be issued to the City by December 15, 2017. The timing of
any subsequent activities will be based upon the selected ground water remedial program.
HEALTH AND SAFETY CONSIDERATIONS
Safety is our Number One Priority, and TRC will develop a Health and Safety Plan ("HASP") for
the Site Visit and Groundwater Sampling Activities at the former MGP Site.
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 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.
288529 9990PRP.docx/sap
Page 5
t � � IT J PAGE 7 OFF
The City of Richmond, Indiana
Attachment 2
2017 TRC Environmental
Standard Rate Schedule
xRIr PA —% --- aF�
The City of Richmond, Indiana
Attachment 3
TRC Corporation
Standard Terms and Conditions
TRC ENVIRONMENTAL CORPORATION
TERMS AND CONDITIONS
1.0 SERVICES
TRC Environmental Corporation ("Consultant") will provide consulting and other professional
services on behalf of Client as provided in the Scope of Work. Client is defined in the attached
Proposal or Scope of Work. Unless otherwise stated, Consultant's Proposal to perform the Scope of
Work expires sixty (60) days from its date and may be modified or withdrawn by Consultant prior to
receipt of Client's acceptance. The offer and acceptance of any services or goods covered by the
Proposal is conditioned upon these terms and conditions. Any additional or different terms and
conditions proposed by Client are objected to and will not be binding upon Consultant unless
specifically agreed to in writing by Consultant. An order or statement of intent to purchase
Consultant's services, or any direction to proceed with, or acquiescence in the commencement of
work shall constitute consent to these terms and conditions.
2.0 COMPENSATION
2.1 Consultant will invoice for its services on a time and materials basis using the Schedule of
Rates embodied in the referenced Proposal. Prices or rates quoted do not include state or local taxes
where applicable. Our services may include reimbursable expenses, which are charges incurred for
travel, transportation, temporary lodging, meals, telephone calls, fax, postage, courier service,
photographic, photocopying and other fees and costs reasonably incurred in connection with the
services.
2.2 Unless otherwise stated in the Proposal, Consultant will submit invoices for services related
to the Scope of Work on at least a monthly basis, and Client will make payment within thirty (30)
days of receipt of Consultant's invoices. If Client objects to any portion of an invoice, the Client will
notify Consultant within fifteen (15) days from the date of receipt of the invoice and will pay that
portion of the invoice not in dispute, and the parties shall immediately make every effort to settle the
disputed portion of the invoice.
2.3 If Client fails to make any payment due to Consultant within thirty (30) days after receipt of
an invoice, then the amount due Consultant will increase at the rate of 1.5 percent per month after the
30th day. If a retainer has been required and the Client has not paid the invoice within thirty (30)
days, TRC shall be entitled to draw upon the retainer to satisfy the past due invoice. In addition,
Consultant may, after giving seven (7) days' written notice to Client, suspend its services and any
deliverables until Consultant has been paid in full for all amounts outstanding more than thirty (30)
days. In the event that Consultant must resort to legal action to enforce collection of payments due,
Client agrees to pay attorney fees and any other costs resulting from such action.
7-8-10 version 1.0
3.0 CLIENT'S RESPONSIBILITIES
3.1 Client will designate in writing the person or persons with authority to act in Client's behalf
on all matters concerning the work to be performed by Consultant for Client.
3.2 Client will furnish to Consultant all existing studies, reports, data and other information
available to Client which may be necessary for performance of the work, authorize Consultant to
obtain additional data as required, and furnish the services of others, where necessary, for the
performance of the work. Consultant will be entitled to use and rely upon all such information and
services.
3.3 Unless otherwise stated in the Proposal, Client shall be responsible to provide Consultant
access to the work site or property to perform the work.
4.0 PERFORMANCE OF SERVICE
4.1 Consultant's services will be performed in conformance with the Scope of Work set forth in
the Proposal.
4.2 Additional services will be performed and completed in conformance with any supplemental
proposals or Scopes of Work approved in writing by the Client.
4.3 Consultant's services for the Scope of Work will be considered complete at the earlier of (i)
the date when Consultant's report is accepted by the Client or (ii) thirty (30) days after the date when
Consultant's report is submitted for final acceptance, if Consultant is not notified in writing within
such 30-day period of a material defect in such report.
4.4 If any time period within or date by which any of Consultant's services are to be performed
is exceeded for reasons outside of Consultant's reasonable control, all rates, measures and amounts
of compensation and the time for completion of performance shall be subject to equitable adjustment.
5.0 CONFIDENTIALITY
Consultant will hold confidential all information obtained from Client, not otherwise previously
known to us, unless such information comes into the public domain through no fault of ours, is
furnished to us by a third party who is under no obligation to keep such information confidential, or
is independently developed by us.
6.0 WARRANTY
6.1 In performing services, Consultant agrees to exercise professional judgment, made on the
basis of the information available to Consultant, and to use the same standard of care and skill
ordinarily exercised in similar circumstances by consultants performing comparable services in the
region. This standard of care shall be judged as of the time and place the services are rendered, and
not according to later standards. The expiration date of this warranty is one (1) year from the date of
completion of the service. Reasonable people may disagree on matters involving professional
7-8-10 version 1.0
1LX!iBT
PAGE
judgment and, accordingly, a difference of opinion on a question of professional judgment shall not
excuse CLIENT from paying for services rendered or result in liability to Consultant.
6.2 If any failure to meet the foregoing warranty appears during one year from the date of
completion of the service and Consultant is promptly notified thereof in writing, Consultant will at its
option and expense re -perform the nonconforming work or refund the amount of compensation paid
to Consultant for such nonconforming work. In no event shall Consultant be required to bear the cost
of gaining access in order to perform its warranty obligations.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING
ANY WARRANTY OF MERCHANTABILITY. CONSULTANT DOES NOT WARRANT ANY
PRODUCTS OR SERVICES OF OTHERS DESIGNATED BY CLIENT.
7.0 INSURANCE
Consultant will procure and maintain insurance as required by law. At a minimum, Consultant
will have the following coverage:
(a) Worker's compensation and occupational disease insurance in statutory amounts.
(b) Employer's liability insurance in the amount of $1,000,000.
(c) Automotive liability in the amount of $1,000,000.
(d) Comprehensive General Liability insurance for bodily injury, death or loss of or
damage to property of third persons in the amount of $1,000,000 per occurrence,
$2,000,000 in the aggregate.
(e) Professional errors and omissions insurance in the amount of $1,000,000.
8.0 INDEMNITY
8.1 Each Party will indemnify the other Party, its employees, representatives, contractors,
consultants and agents from and against any claims, costs, liabilities or expenses, including reasonable
attorney's fees, to the extent caused by the negligent, reckless or willful acts of the indemnifying Party
in connection with the services hereunder.
8.2 Notwithstanding the foregoing, in the event that Consultant performs intrusive ground
work as part of the Scope of Work, Client shall indemnify Consultant from and against any and
all claims, costs, liabilities or expenses, including reasonable attorneys fees, resulting from, or
arising out of, damages to subsurface or underground utilities or structures, including but not
limited to, gas, telephone, electric, water or sewer utilities whose locations were not designated or
identified to Consultant prior to the commencement of any subsurface investigation or cleanup,
including but not limited to, excavation, drilling, boring, or probing required to be conducted by
Consultant as part of site investigation, characterization or remediation work.
7-8-10 version 1.0
8.3 To the extent the Scope of Work or any Request for Services under this Agreement requires
Consultant to communicate (e.g., perform interviews) with any third party including, but not
limited to, owners of off -site locations, former employees, current employees or governmental
authorities, Consultant shall so inform Client. Client will indemnify Consultant from and claims,
costs, liabilities or expenses, including reasonable attorney's fees to the extent arising from claims
of breach of confidentiality, waiver of privilege or otherwise associated with any such
communications.
9.0 ALLOCATION OF RESPONSIBILITY
9.1 Consultant shall be liable to Client only for direct damages to the extent caused by
Consultant's negligence or willful misconduct in the performance of its services. UNDER NO
CIRCUMSTANCES SHALL CONSULTANT BE LIABLE FOR INDIRECT,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR DAMAGES CAUSED
BY CLIENT'S FAILURE TO PERFORM ITS OBLIGATIONS. To the fullest extent permitted by
law, the total liability in the aggregate of Consultant and its employees, subcontractors or suppliers to
Client and anyone claiming by, through or under Client on all claims of any kind (excluding claims
for death or bodily injury) arising out of or in any way related to Consultant's services, or from any
cause or causes whatsoever, including but not limited to negligence, errors, omissions, strict liability,
indemnity or breach of contract, shall not exceed the total compensation received by Consultant under
this agreement, or the total amount of $50,000, whichever is greater. All such liability shall terminate
on the expiration date of the warranty period specified in Section 6.
9.2 If Consultant furnishes Client with advice or assistance concerning any products, systems or
services which is not required under the Scope of Work or any other contract among the parties, the
furnishing of such advice or assistance will not subject Consultant to any liability whether in contract,
indemnity, warranty, tort (including negligence), strict liability or otherwise.
10.0 DISPOSAL OF CONTAMINATED MATERIAL
10.1 Client understands and agrees that Consultant is not, and has no responsibility as, a generator,
operator, owner, treater, arranger or storer of pre-existing substances or wastes found or identified at
work sites, including drilling and cutting fluids and other samples. Consultant shall not directly or
indirectly assume title to such substances or wastes and shall not be liable to third parties alleging that
Consultant has or had title to such materials. Client will indemnify and hold harmless Consultant
from and against all losses, damages, costs and expenses, including but not limited to attorneys' fees,
arising or resulting from actions brought by third parties alleging or identifying Consultant as a
generator, operator, arranger, storer, treater or owner of pre-existing substances or wastes found or
identified at work sites.
10.2 Ownership of all samples obtained by Consultant from the project site is maintained by Client.
Consultant will store such samples in a professional manner for the period of time necessary to
complete the project. Upon completion of the project, Consultant will return any unused samples or
portions thereof to Client or, at Consultant's option using a manifest signed by Client as generator,
dispose of the samples in a lawful manner and bill Client for all costs related thereto. Consultant will
normally store samples for thirty (30) days.
4
7-8-10 version 1.0
PAGE OF 1-7
11.0 OWNERSHIP OF DOCUMENTS
11.1 All notes, memoranda, drawings, designs, specifications and reports prepared by
Consultant shall become Client's upon completion of the payment to Consultant as provided
herein.
11.2 All documents including drawings and specifications prepared by Consultant pursuant to
the Scope of Work are instruments of service with respect to this project. Such documents are not
intended or represented to be suitable for reuse by Client or by any other party on subsequent
extensions or phases of this project or site or on any other project or site without the written consent
of both Client and Consultant.
11.3 Any reuse without written approval or adaptation by Consultant for the specific purpose
intended will be at the Client's sole risk and without liability or legal exposure to Consultant. Any
such reuse requested by Client will entitle Consultant to further compensation at rates to be agreed
upon by Client and Consultant. A request by Client to provide a letter of reliance to a third parry
will entitle Consultant to assess a small charge in connection with documenting its consent.
11.4 Consultant will retain the technical project file for a period of six (6) years from project
completion (if Client is a governmental entity, files shall be maintained for a 10-year period
following project completion). Client shall notify Consultant at the completion of work if Client
requires the file in this matter to be transferred to Client or another entity, or retained by Consultant
for a longer period of time. In the absence of any written instructions to the contrary from Client,
Consultant will have the right to discard any and all files, records or documents of any type related
to the Scope of Work after the 6-year period. During this 6-year period, any requests for document
recovery and reproduction will be assessed a fee in accordance with Consultant's Schedule of Fees.
12.0 INDEPENDENT CONTRACTOR
Consultant is an independent contractor and shall not be regarded as an employee or agent of the
Client.
13.0 COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
The Consultant shall observe all applicable provisions of the federal, state and local laws and
regulations, including those relating to equal opportunity employment.
14.0 SAFETY
14.1 Client shall be obligated to inform Consultant and its employees of any applicable site safety
procedures and regulations known to Client as well as any special safety concerns or dangerous
conditions at the site. Consultant and its employees will be obligated to adhere to such procedures
and regulations once notice has been given.
14.2 Unless specifically provided in the Scope of Work, Consultant shall not have any
responsibility for overall job safety at the site. If in Consultant's opinion, its field personnel are unable
to access required locations or perform required services in conformance with applicable safety
7-8-10 version 1.0
standards, Consultant may immediately suspend performance until such safety standards can be
attained. If within a reasonable time site operations or conditions are not brought into compliance
with such safety standards, Consultant may in its discretion terminate its performance in accordance
with Section 17.0, in which event Client shall pay for services and termination expenses as provided
herein.
15.0 LITIGATION
At the request of Client, Consultant agrees to provide testimony and other evidence in any litigation,
hearings or proceedings to which Client is or becomes a party in connection with the Scope of Work.
Client agrees to compensate Consultant at its Litigation Rates in effect at the time the services are
rendered for its time and other costs in connection with such evidence or testimony. Similarly, if
Consultant is compelled by legal process to provide testimony or produce documents or other
evidence in connection with work performed, Consultant agrees to contact Client and cooperate with
Client and Client's counsel. Client agrees to compensate Consultant at its Litigation Rates in effect
at the time the services are rendered for its time, expense and retention of counsel in connection with
such testimony or document and other evidentiary production.
16.0 NOTICE
All notices to either party by the other shall be deemed to have been sufficiently given when made in
writing and delivered in person, by facsimile, email, certified mail or courier to the address of the
respective party or to such other address as such party may designate.
17.0 TERMINATION
The performance of work may be terminated or suspended by either party, in whole or in part. Such
termination shall be effected by delivery of seven (7) days prior written notice specifying the extent
to which performance of work is terminated and the date upon which such action shall become
effective. In the event work is terminated or suspended by Client (or by Consultant as provided
herein) prior to the completion of services contemplated hereunder, Consultant shall be paid for (i) the
services rendered to the date of termination or suspension; (ii) demobilization costs; (Ili) costs incurred
with respect to noncancellable commitments; and (iv) reasonable services provided to effectuate a
professional and timely project termination or suspension.
18.0 SEVERABILITY
If any term, covenant, condition or provision of these Terms and Conditions is found by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of these Terms and
Conditions shall remain in full force and effect, and shall in no way be affected, impaired or
invalidated thereby.
Any waiver by either party or any provision or condition of these Terms and Conditions shall not be
construed or deemed to be a waiver of a subsequent breach of the same provision or condition, unless
such waiver is so expressed in writing and signed by the party to be bound.
7-8-10 version 1.0
! ` XHICIT PAGE
20.0 GOVERNING LAW
These Terms and Conditions will be governed by and construed and interpreted in accordance with
the laws of the State of Connecticut.
21.0 CAPTIONS
The captions of these Terms and Conditions are intended solely for the convenience of reference and
shall not define, limit or affect in any way the provisions, terms and conditions hereof or their
interpretation.
22.0 ENTIRE AGREEMENT
These Terms and Conditions, and the Scope of Work, represent the entire understanding and
agreement between the parties and supersede any and all prior agreements, whether written or oral,
and may be amended or modified only by a written amendment signed by both parties.
7
7-8-10 version 1.0