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HomeMy Public PortalAbout110-2021 - I&D - TRC Enviromental - Brownsfield Grant Assistance PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this // L day of .Art2021,,�[G and referred to as Contract No. 110-2021, by and between the City of� chmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and - nmental_,(.:orporation;.,.7_.i955 Settlers i�dge—Trail, C met;;Y[ndiana, 4:60331hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide technical assistance for the US EPA Brownfield Assessment grant implementation in connection with the former My Way Trading site, the former Warfield Oil Site, and the former Hagerstown Plastics site (hereinafter"Project"). The proposal of Contractor, dated March 15, 2021, is attached hereto as Exhibit "A", which Exhibit consists of eleven(11)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. 110-2021 Page 1 of 7 0 SECTION III. COMPENSATION The Contractor shall be paid a total amount not to exceed Two Hundred Thirty Thousand Six Hundred Eighty-eight Dollars and Zero Cents ($230,688.00), for complete and satisfactory performance of the work required hereunder. SECTION IV. TERM OF AGREEMENT This Agreement shall be effective as of March 1, 2019, and shall continue in effect until September 30, 2022. 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 stanrlRrds 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 hi Illy 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 controlled. Examples of a force-maj eure event, or its results, would include, but would not be Page 2 of 7 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 Page3 of7 • 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 invesluient 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 • r r • 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 13955 Settlers Ridge Trail Board of Public Works and Safety Cannel, IN 46033 1 - <effldett r G B .4` B �y � y. Vicki Robinson, President By: Printed: D®4 a/1 Emily Palmer,Member By: Title: e Reesie�ea e Matt Evans, Member APPROVED: ( Date: /4/aoZ/ . Sn Ma / Date: O' 0 Z 20V Page 7 of 7 • 1 1 'RC 11231 Cornell_Park.Dr. T 513;48P 2255' Gn innati:OH 45242 TRCcorrr antes tui.i i March 15, 2021 City of Richmond, Indiana 50 North 5th Street Richmond, Indiana 47374 Attention: Ms. Beth Fields Director of Infrastructure and Development Reference: USEPA Brownfields Assessment Grant Number BF00E02721 Project Administration Richmond, Indiana Dear Ms. Fields: TRC is pleased to submit this proposal to provide continued administrative support for the Brownfields Assessment Grant Number BF00E02721 awarded to the City of Richmond (the City) by the United States Environmental Protection Agency (USEPA) in 2018. The City has selected TRC as their consultant to implement this grant program. To date TRC has provided administrative support for Richmond's USEPA brownfield program including preparation of a programmatic Quality Assurance Project Plan (QAPP), programmatic Sampling and Analysis Plan (SAP) and communication and coordination with USEPA brownfield project managers on behalf of the City. TRC has expended the original funds for these activities and the City has recently secured reimbursement of funding for these activities on behalf of TRC. On February 3, 2021, TRC participated in a call with the City and USEPA to review the status of the brownfield grant program and to chart a path forward with future activities. During this meeting, USEPA- requested updates of the QAPP and SAP as well as submittal of eligibility determinations for additional • brownfield sites for consideration. TRC wishes to complete these administrative activities on behalf of. the City and the purpose of this proposal is to request approval for City funding for these activities, which are eligible for reimbursement. In addition to administrative support, TRC has provided Site specific technical support for the City's USEPA Brownfield Program. The City has received approval from the USEPA to move forward with assessment activities at the former Warfield Oil Site, the former My-Way Trading Site and the former Hagerstown Plastics Site. TRC is implementing the Phase I and Phase II assessments at the Warfield Oil Site under an existing contract (#150-2020). TRC will initiate Phase I assessment activities at the My-Way Trading Site when the property is vacated by the current occupant. TRC can initiate the Phase I ESA and waste disposal activities at the former Hagerstown Site upon execution of this agreement with the City for remainder of approval USEPA funding outlined in this proposal. SCOPE OF WORK TRC will continue to provide administrative and technical support for the City's USEPA Brownfield program including the following tasks: • QAPP update and preparation of a confirmation letter to USEPA; • SAP update with Sites approved for funding; • Quarterly Report submittals through the online ACRES system; [EXHIBIT A PAGE ( OF N City of Richmond—Brownfield Administration — • • Ms. Beth Fields City of Richmond March 15, 2021 Page 2 • Completion of Site Activities at the Warfield Oil, My-Way Trading and Hagerstown Plastics Sites; • Eligibility Determinations and investigation activities at 2 additional petroleum sites; • Eligibility Determinations and investigation activities at 2 additional hazardous waste sites; and, • Continued coordination and communication with USEPA on behalf of the City. Documentation for these tasks.will be provided to the City for review and approval prior to submittal to USEPA by TRC. All documentation to the City and the USEPA will be provided as electronic mail submissions. SCHEDULE TRC has been providing technical support to the City for this USEPA brownfield program since February 2019. The originally scheduled end of the brownfield grant period is September 30, 2021, however, the grant period is being extended for an estimated one year as discussed during the call with USEPA on February 3, 2021. TRC will continue to provide administrative support included in this proposal through September 30, 2022, or until the funding included in this proposal is expended, whichever occurs first. COST AND INVOICE TRC proposes to perform the Scope of Work as described above for$230,668, as indicated in the Table below. We are prepared to continue work on this scope once we receive a Contract and a Purchase Order (PO) from the City referencing the attached TRC Terms and Conditions. City of Richmond ESTIMATED USEPA Brownfield Grant Implementation COST Original Grant Amount $300,000 Completed Grant Administration Fees— Previously Reimbursed to TRC ($20,832) Warfield Oil Site Phase I and II Activities (Separate Contract) ($48,500) USEPA Brownfield Grant Funding Remaining for this Contract $230,668 Assumptions • TRC's services will be provided in accordance with the scope and assumptions provided in the Statement of Qualifications for Environmental Consulting Services submitted to the City in February 2019. • It is anticipated that all TRC fees for this proposal effort will be reimbursable to the City as part of the USEPA Brownfields Assessment Grant Number BF00E02721. • TRC's estimated fees of$12,850 for the My-Way Trading Site provided to the City on November 3, 2020 is included in the grant funding remaining for this contract. • TRC's estimated fees of$24,725 for the Hagerstown Plastics Site provided to the City on February 23, 2021 is included in the grant funding remaining for this contract. • Any additional fees for grant administration, USEPA coordination and future Site services will be provided on as time and materials basis for the fees included on the attached TRC Fee Schedule, until the funds noted in the above Table are expended. • Estimated fees for these future activities will be provided to the City in writing for consideration prior to implementation by TRC. 'EXHIBIT A- PAGE 2- OF 1t I City of Richmond—Brownfield Administration > TRC • Ms. Beth Fields City of Richmond March 15, 2021 Page 3 Invoices for the services presented above will be issued to the City on a monthly basis and/or at the completion of individual brownfield grant tasks. It is our understanding that the City will draw down funds from the federal ASAP Program for reimbursement to TRC for these tasks. Payment is due within 30 days of receipt of ASAP funding for each TRC invoice. CLOSING TRC proposes to perform the Scope of Services on a time-and-expenses basis in accordance with the terms of this proposal, the attached TRC Terms & Conditions and the attached 2021 TRC fee schedule. To accept this proposal, please sign and return this letter as our authorization to proceed with this Scope of Work or provide a contract and PO referencing the Scope of Work and the$230,668 fee included herein. - - In the meantime, please feel free to contact us at(317) 517-2616 to discuss any questions you may have. We appreciate the opportunity to provide the City of Richmond with this proposal and these services. Sincerely, TRC Companies a-404#"--/‘77-2 Brooks R. Bert!, P.E., P.G. Donald A. Fay Principal Consultant Vice President Attachments: TRC Terms & Conditions TRC 2021 Fee Schedule Authorizing this Scope of Work Proposal for a Fee of$230,668 in Accordance with the attached Fee Schedule JEXHIBIT PAGE OF Accepted By: Date: 'EXHIBIT A PAGE 3 OF t\ City of Richmond—Brownfield Administration /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 RESPONSIBILl'IlES 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. [EXHIBIT Pr PAGE 14 OF It City of Richmond - 1 - 2/17/2021 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 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 A-PAGE 5 OF it 2i17r2021 City of Richmond I 2 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. EXHIBIT_A PAGE li OF 11 City of Richmond -3 - 2/17/2021 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. (EXHIBIT f°f- PAGE 7 OF I1 1 City of Richmond -4- 2/17/2021 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 City of Richmond EXHIBIT AP�4GE OF 1� 2/17/2021 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 TERM[NATION 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. City of Richmond EXHIBIT Pr PfitfaE 9. OF I I 2/17/2021 • 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. [EXHIBIT PAGE /a OF li City of Richmond -7 - 2/17/2021 t i. • TRC Environmental 2021 Rate Schedule CODE TRC LABOR CLASSIFICATIONICategory 2021 HOURLY LABOR RATE E _, 70 PfincipaIJTeehnllcal Director_; V " , .,.' ,SN., .I s-: ,rn F EV28 Level IV $309 EV27 Level III 269 EV26 Level II 240 EV25 Level I 223 igrograrrmAn#getiaptilitit,N0 .410e.atmg040:07 :::,!!,4,!:z4::'Aia:44,4 EV24 Level IV $215 EV23 Level III 200 EV22 Level II 194 EV21 Level I 186 i k rro)ec!Tech*Cal EV20 Level IV $179 EV19 Level III 170 EV18 Level II 164 EV17 LevelI 158 _. S�:nnrceral islFi e�alalils .< • `' r .... .,.. EV16 Level IV $151 EV15 Level III 144 EV14 Level II 137 EV13 Level I 131 a ;Pro�ect�Scientl Engtneer/S eclla st.. a ..... >x_..> ..x EV12 Level IV $125 EV11 Level III 118 EV10 Level II 112 EVO9 Level I 105 Scietit'st/ErngrneerfSpectalist Technicians, andjec P`ro, P � 4 vY i V�.`r",{. ,._¢, -.„t ���� ....L _.x_.._...,,..x`�.lacx....._._�. .C_._.w v. .s..;.-. ,._.L.,... .i.E'. °„.. ,.., iW`..r.._c M,Wi_ _,v.....x...-_...e 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 (1) 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. (3) Invoicing will apply TRC billing rates in conformance with the rate schedule in effect at the time of the services. (61 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 PAGE I\ OF 1 k