HomeMy Public PortalAbout035-2021 - I&D - TRC Environmental - Environment and Immediation for Police Offices ip
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this // day of Rarm , 2021, and
referred to as Contract No. 35-2021, 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, 11231 Cornell Park Drive,
Cincinnati, Ohio, 45242 (hereinafter referred to as the"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to perform services to conduct an environmental inspection and
remediation of potential asbestos-containing materials ("ACM") which may be located in certain
offices located within the police department areas and rooms on the first/ground floor of the
municipal building (hereinafter"Project").
The proposal of Contractor, dated March 5, 2021, is attached hereto as Exhibit "A", which
Exhibit consists of thirteen (13) 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. 35-2021
Page 1 of 7
A '
SECTION III. COMPENSATION
The Contractor shall be paid a total amount not to exceed Twenty-nine Thousand Five Hundred
Dollars and Zero Cents ($29,500.00), 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.
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.
This Agreement may also be terminated by the City if a force-maj eure event occurs and the
results or aftereffects of said event causes the performance of this Agreement to become
impossible or highly impracticable. Said event or results or aftereffects of said event would
include events or effects which the parties to this Agreement could not have anticipated or
Page 2 of 7
controlled. Examples of a force-majeure event, or its results, would include, but would not be
limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act
of Executive Enforcement of the Federal government,the State of Indiana, or local government.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement,purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub-contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
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
$1,000,000 each aggregate
Page 3 of 7
I
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.
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.
Page 4 of 7
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
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.
Page 5 of 7
J v
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
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.
[Signature Page to Follow.]
Page 6 of 7
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF,the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND, TRC ENVIRONMENTAL CORP.
INDIANA by and through its 11231 Cornell Park Drive
Board of Public Works and Safety Cincinnati, OH 45242
Bq/4-.
c�� 'y� By:
Vicki Robinson, President
By: Printed: p 44/C( f4.
Emily almer, Member
By: Title: l/i�e /0reg/je bre
Matt Evans,Member
APPROVED: Date: yv2-6/2,°Z/
eid M. , ayor
Date: chi I
Page 7 of 7
TiRc11231 CorneaL.Park Dr. T 513 489.2255
Cincinnati;OH 45242 TRCcompaniies.com
March 5, 2021
City of Richmond, Indiana
50 North 5th Street
Richmond, Indiana 47374
Attention: Ms. Beth Fields
Director of Infrastructure and Development
Reference: Asbestos Inspection and Remediation
City of Richmond Municipal Building
Police.Department Office & Interview Rooms
TRC Project No. 434079.0000
Dear Ms. Fields:
TRC Environmental Corporation (TRC) is pleased to submit this proposal to the City of
Richmond, Indiana (the City) to provide asbestos inspection and remediation services at the
City Municipal Building located at 50 North 5th Street in Richmond, Indiana (Site).
PROJECT UNDERSTANDING
The City has initiated renovation activities in the Police Dept office and interview rooms on the
first floor of the Richmond Municipal Building. During the course of the renovation activities, City
representatives identified potentially regulated friable' or non-friable asbestos-containing
material2 (ACM) that may need to be abated prior to continuing renovation activities.
Upon discovery of this situation, renovation contractor personnel were issued a stop-work order,
the areas impacted within the Police Department was cordoned off and the City contacted TRC .
to conduct an ACM inspection of the Police Department office and interview rooms. On March
2, 2021, Mr. Steve Lipez, a State of Indiana Certified Asbestos Inspector, mobilized to
Richmond for the purpose of inspecting the contents of the Police Department. Mr. Lipez's
visual inspection identified suspect materials within the Police Department office and interview
rooms consisting of 12" by 12" floor tiles with blackmastic and covebase adhesive as potential
ACM. As a result of these observations, Mr. Lipez collected two bulk samples of suspect floor
tile with black mastic and two samples of covebase adhesive (a total of four bulk samples). The
samples were submitted to ALS Laboratory (ALS), a third-party certified laboratory, for
polarized-light microscopy (PLM) analysis using one-day rush turnaround time following proper
chain-of-custody. Prior to leaving the Site, Mr. Lipez secured and restricted access to the
impacted office and interview rooms.
Material that,when dry,can be crumbled,pulverized,or reduced to powder by hand pressure(40 CFR Part 61.141).
2 The U.S.EPA and OSHA define asbestos-containing material as material that contains more than 1%asbestos by weight.
EXHIBIT A PAGE _OF
434079.0000 PRP/sap
Ms. Beth Fields
City of Richmond, Indiana
Project No. 434079.0000
March 5, 2021
Page 2
The laboratory analytical report provided by ALS indicated that both samples of floor tile with
blackmastic in the Police Department contained from 1% to 5% asbestos content confirming
that the floor tile and black mastic material is ACM. As such, TRC has recommended that the
Police Department office and interview rooms remain isolated and unoccupied until the floor tile
and black mastic have been properly removed from the areas by a certified asbestos removal
contractor.
To that end, TRC returned to the Site on March 3, 2021 accompanied by a representative from
Central Insulation Systems, Inc. in Cincinnati, Ohio (CIS) in order to develop a scope of work
and cost estimate for ACM abatement and remediation activities in the Police Department office
and interview rooms. The scope of work and cost estimate prepared by TRC and CIS is
provided below.
SCOPE OF WORK
Secure Police Department Access
The initial task in the developed Scope of Work entails properly closing the entry way into the
Police Department. Upon authorization from the City, CIS personnel will return to the Site to
install critical barriers as additional security for the entry way. This additional security will
include placing ACM warning signs on the entryway and then covering the entire entryway and
signage with an opaque (black) plastic cover to deter entry into the Police Department office and
interview rooms by unauthorized personnel. The signage and cover will be secured as
necessary with duct tape, tacks and/or nails. This security will remain in place until initiation of
abatement activities described in the following Section.
ACM Abatement Activities
CIS will provide all labor, equipment, supplies, CIS employee personal air monitoring, and
supervision necessary to complete the following ACM remediation activities:
1. Set up a regulated work area with high-efficiency particulate air(HEPA) filtration.
2. Remove and dispose of approximately 1,522 square feet (sf) of asbestos mastic from
the Police Department office and interview rooms. Work to be completed during 2nd
• shift.
3. Remove and dispose of 170 sf of floor tile remaining in the area. Work to be
completed during 2nd shift.
4. Remove and dispose of approximately 1,350 sf of asbestos floor tile that is currently
bagged and stored at Ryan's flooring located at 20 South 11th Street in Richmond.
5. Transport and disposal of all asbestos containing friable and non-friable waste with a
friable/non-friable manifest at an EPA approved waste disposal facility.
6. At the completion of work CIS will provide TRC with a complete Close-Out Package
that will be incorporated into a Final Report for your records.
At the request of the City, TRC will provide fulltime oversite of CIS's abatement and remediation
activities. The activities to be provided by TRC will include:
1. Full-time contractor oversite for three (3), 8-hour work days by a Certified Asbestos
Inspector. Work to be completed during 2nd shift.
I EXHIBIT PAGE OF \3 !
434079.00000 PRP/sap TrR C
•
Ms. Beth Fields
City of Richmond, Indiana
Project No. 434079.0000
March 5, 2021
Page 3
2. Ambient air monitoring to identify and mitigate potential airborne ACM exposure to
the public, City personnel and abatement workers.
3. Coordination with the City, CIS and IDEM regarding the abatement and remediation
activities in the Police Department office and interview rooms.
TRC Risk Evaluation and Reporting
Ms. Laura Trozzolo, a Senior TRC Risk Assessor with prior ACM experience, will develop a risk
assessment of airborne ACM exposure to the renovation workers, City employees and other
City Building occupants prior to the stop work order on March 2, 2021. In order to develop this
risk assessment, Ms. Trozzolo will review the laboratory results for bulk samples provided by
ALS, in addition to additional air monitoring data to be collected immediately prior to and during
remediation and abatement activities. Once an estimate of potential airborne exposure is
determined, this estimate will be compared with USEPA's Framework for Investigating
Asbestos-Contaminated Superfund Sites (USEPA, 2008)3 to determine the potential health risks
to those occupants of the City Building after renovation activities had begun and prior to the stop
work order. The results of this risk assessment will be presented to the City to be included with
public notice of the potential ACM exposure and associated health risk. At you request, TRC
will assist the City with the drafting of the public notice.
In addition to supporting drafting the public notice, TRC will provided a report for the
assessment, abatement and remediation activities. This report will include:
1. The results of TRC's initial ACM assessment.
2. ALS laboratory analytical results.
3. IDEM notifications.
4. A brief narrative of CIS abatement and remediation activities.
5. Personal and ambient air monitoring results.
6. Disposal documentation.
7. CIS Close-Out Package.
SCHEDULE
The scope of work will be initiated upon TRC's receipt of our authorization from the City to
proceed. Pending this authorization, the on-Site abatement program is scheduled to be initiated
on Tuesday, March 9, 2021 and be completed by Friday, March 12, 2021. These activities will
be competed in the evening during 2nd shift to minimize impacts on City Building activities. A
final report documenting all ACM related activities will be provided to the City by TRC within 30
days following completion of all on-Site activities. TRC can provide a separate notice to the City
of when the areas within the Police Department are ready for re-entry, if that is desired prior to
issuance of the final report.
3 USEPA,2008. Framework for Investigating Asbestos-Contaminated Superfund Sites. Prepared by the Asbestos Committee of
the Technical Review Workgroup of the Office of Solid Waste and Emergency Response. OSWER Directive#9200.0-68.
September 2008. EXHIBIT A PAGE 3 OF 13
434079.00000 PRP/sap 4 TR.c
, , ,
Ms. Beth Fields
City of Richmond, Indiana
Project No. 434079.0000
March 5, 2021
Page 4
COST INFORMATION
TRC proposes to perform the Scope of Work as described above on a time and materials basis
for the estimated fees included in the Table below. We are prepared to begin work on this
scope of work once we receive a modified Purchase Order from the City referencing the
attached TRC Terms and Conditions.
City of Richmond Estimated
ACM Services—3rd Floor Police Departments Cost
Task 1 —ACM Assessment $ 5,000
Task 2—CIS Remediation and Abatement Activities $ 6,900
Task 3—TRC Remediation and Abatement Oversite $ 5,700
Task 4—TRC Risk Evaluation $ 8,400
Task 5—Reporting $ 3,500
Total Estimated Cost $29,500
Assumptions
• Task 1 has already been completed and the City has issued a Purchase Order(PO)for
$5,000 for this task. It is our understanding that the City will increase this PO amount based
upon the additional Tasks selected in the Table.
• Task 3 assumes that TRC will provide full time oversite of abatement and remediation
activities for a period of 3, 8-hour work days.
• Task 3 also includes collection and analysis of 12 ambient air samples by TRC for ACM
analyses during the abatement and remediation activities.
The 2021 TRC Environmental Standard Rate Schedule is also attached for consideration of
future services not specified above.
invoices for the services presented above will be issued to the City on a on a monthly basis for
the duration of this project. The payment term for each invoice will be 30 days following the
date of the invoice.
CLOSING
If the Scope of Services and Costs presented in this transmittal are acceptable, please revise
the existing PO amount ($5,000)to the requested amount reflected in the Cost Table above.
Please forward the modified PO to us as our authorization to proceed with the additional
specified work tasks. Alternatively, please sign below and return the signed page electronically
accepting the Terms of this Letter Agreement as our authorization to proceed.
EXHIBIT A PAGE 4 OF l3 ,
434079.00000 PRP/sap '/ TRC
Ms. Beth Fields
City of Richmond, Indiana
Project No. 434079.0000
March 5, 2021
Page 5
Please feel free to contact us at(513) 314-3772 to discuss any questions you may have. We
thank you for the opportunity and look forward to working with you on this project.
Sincerely,
TRC Environmental Corporation
Steven D. Lipez Brooks Bertl, P.E., P.G.
Project Manager Principal Consultant
Enclosures:
TRC Standard Terms and Conditions
TRC 2021 Environmental Fee Schedule
Approved By.
Signature: EXHIBIT PAGE OF
Date:
LEXHIBIT A PAGE 5 OF 13
434079.00000 PRP/sap ') TR.0
' ,
TRC ENVIRONMENTAL CORPORATION
TERMS AND CONDITIONS
1.0 SERVICES
TRC Environmental Corporation ("Consultant") will provide environmental 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 and Terms attached as Exhibit 1 or 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.
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.
EXNI431 71 PAGE�OF 13
433356.0000 T&C/sap - 1 - 3/4/2021
•
I s
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 (3,0) days after the date
when Consultant's report is submitted for fmal 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 STANDARD OF CARE
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. Reasonable people may disagree on matters involving
professional 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 standard 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
,,EXHIBIT_._.1 W PAGE jOFi3
433356.0000 T&C/sap - - 3/4/2021
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 IS EXCLUSIVE AND IN LIEU OF ANY AND ALL WARRANTIES,
WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 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 assumes full responsibility for any claims, suits, accidents, injuries (including
death) or damages to the person or property of any third party resulting from its own negligent,
reckless or willful acts or those of any of its employees, representatives, contractors, consultants and
agents in connection with the services rendered, and, to the extent of its proportionate responsibility
therefor, will indemnify, defend and save harmless the other Party, its employees, representatives,
contractors, consultants and agents from any costs, liabilities or expenses arising out of such
negligent,reckless or willful acts.
8.2 Notwithstanding the foregoing, in the event that Consultant performs intrusive ground
work as part of the Scope of Work, Client shall indemnify, defend and hold Consultant harmless
from and against any and all claims, suits, accidents, injuries (including death) or damages to the
person or property of any third party, including reasonable attorney's fees, resulting directly or
indirectly from, or in any way 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.
E T_r_T ps PAGE % OF t 3 1
433356.0000 T&C/sap -3 - 3/4/2021
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 may request that Consultant
limit or fully avoid any such third party communications. Client will indemnify and hold
Consultant harmless from and against loss, damage, expense or penalty 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.
WTPAOFIJOF 13
433356.0000 T&C/sap -4- 3/4/2021
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 party 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
LEXHI®IT pc_PAGE OF l3j
433356.0000 T&C/sap -5 - 3/4/2021
1 . ,
unable to access required locations or perform required services in conformance with applicable
safety 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; (iii) 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.
19.0 WAIVER
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.
EXHIBIT P _PAGE \ OF t3
433356.0000 T&C/sap 6,.n 3/4/2021
I ,y , r
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,without regard to choice of law or conflict of law principles.
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.
.EXHIBITT A��PAGEG� 13 I
433356.0000 T&C/sap -7 - 3/4/2021
r a t
. u,
TRC Environmental 2021 Rate Schedule
CODE TRC LABOR CLASSIFICATIONICategory 12621 HOURLY
LABOR RATE
R i 1; ;PrrncipaUTechpica Directpr7 ... a .. `. j
EV28 Level IV $309
EV27 Level Ill 269
EV26 Level II 240
EV25 Level I 223
Program.Map. g t�Senlor7echrtical Manager k'.,..k..=.<.. l, .
EV24 Level IV $215
EV23 Level III 200
EV22 Level II 194
EV21 Level I 186
Projectltechnical 1Vfapager st.
x.....�._ ,...., . ... _ _ v .ram ,-. x- n.,_.., ,., ga.ZW ... .��. -..�w� . .
EV20 Level IV $179
EV19 Level III 170
EV18 Level II 164
EV17 Level I 158
EV16 Level IV $151
EV15 Level III 144
EV14 Level II 137
EV13 LevelI 131
f. '.,.Prgject,Sc entistlEngineer/Sgectaliat .. 3 , ;- . ..�_ ._
EV12 Level IV $125
EV11 Level III 118
EV10 Level II 112
EVO9 Level I 105
SctentistIEngirieer1Speciallst, Techniclans; andEProject
w f F S � j
s <f r Suppo 1 1 a .. a � '� s. 4Y4 .
EVO8 Level VIII $99
EVO7 Level VII 93
EVO6 Level VI 86
EVO5 Level V 80
EVO4 Level IV 72
EVO3 Level III 66
EVO2 Level II 60
EVO1 Level I 49
Ili A 15%Mark-up will be added to non-labor costs and expenses/ODCs. The markup does not apply to equipment&laboratory
rates below.
(2) A 6%Communication/Digital Fee will be applied to labor charges in lieu of separate reimbursement for digital productivity
solutions/applications,photocopying,report production,faxing,computer usage,software usage,telephone charges,and postage
costs. Digital productivity solutions/applications include mobile and desktop applications designed to increase efficiency in data
collection and representation,excluding custom development as required on a per project basis.
(3) Overtime rates will apply to non-exempt(hourly)staff in conformance with applicable law.
(4) TRC rates are subject to an annual calendar year escalation.
(5) Invoicing will apply TRC billing rates in conformance with the rate schedule in effect at the time of the services.
(6) A 2%fee will be applied to the invoice amount to cover Professional Liability and Related Insurance costs.
(7) For Litigation or Litigation Support Services,please request a copy of our Standard Rates for Litigation Services.
EXHIBIT_A_PAGE 13 OF 1 3