HomeMy Public PortalAbout088-2022 - TRC Environmental Corps - technical support for demo at Mechanics Laundry t '
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 'No—day of � , 2022, and
referred to as Contract No. 88-2022, by and between the City oi�ichmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and '1'RC Environmental Corporation, 4340 Glendale-Milford Road,
Suite 100, Cincinnati, Ohio, 45242 (hereinafter referred to as the"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide consulting and technical support including but not
limited to pre-demolition activities in connection with the upcoming demolition of the former
mechanics laundry facility located at 1002 North E Street (hereinafter"Project").
This purchase and/or project is undertaken in response to the public health emergency and/or
negative economic impacts resulting from the pandemic. Resources dedicated to this purchase
and/or project fight the pandemic, sustain and strengthen the economic recovery, maintain vital
public services and make investments that support long-term growth, opportunity, and equity.
The proposal of Contractor, dated May 16, 2022, 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
profession l standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
•accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
Contract No. 88-2022
Page 1 of 7
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
SECTION III. COMPENSATION
The Contractor shall be paid a total amount not to exceed 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.
Page 2 of 7
This Agreement may also be terminated by the City if a force-majeure 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
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
Page 3 of 7
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors & Omissions Tnsurance $1,000,000 each occurrence
$1,000,000 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.
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
Page 4 of 7
,
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
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.
Page 5of7
•
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
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 4340 Glendale-Milford Road, Ste 100
Board of Public Works and Safety Cincinnati, OH 45242
By: (�G',Z( /
,�
6(09`4., By: 47141,2//46?--
Vicki Robinson, President
By: Printed: PG,TGW I. /5:L7r
Emily Pal7r, Member
By: ���� Title: //,(e fiiesi/e t
Matt Evans, ember
Date: v�� -Z? Date: Vq/c2oz-z—
APPROVE :
Sno Mayo
Date: 6.5(P 01 I 101:1/
Page 7 of 7
. .
7i, TRC 4340 Glendale-Milford Rd.5te.100 T 513.489.2255
TRCcompanies.com
Cincinnati,OH 45242
May 16, 2022
Ms. Beth Fields
Director of Strategic Initiatives
City of Richmond, Indiana
50 North 5th Street
Richmond, Indiana 47374
Subject: Proposal for Pre-Demolition Services at the Former Mechanics
Laundry Facility in Richmond, Indiana
Dear Ms. Fields:
This letter presents TRC Environmental Corporation's (TRC) proposal to the City of Richmond,
Indiana (the City) for pre-demolition services pertaining to the Former Mechanics Laundry
facility in Richmond, Indiana. The pre-demolition activities include development of bid
specifications and bidding services to assist the City with contractor selection for the demolition
of the existing building at the Site.
TRC proposes to perform the Scope of Services on a time-and-expenses basis in accordance
with the terms of the attached Terms and Conditions and Fee Schedule. To accept this
proposal, please sign and return a copy of this proposal as our authorization to proceed with this
project.
Sincerely,
TRC Environmental Corporation
Steven D. Lipez Donald A. Fay
Project Manager Vice President
Attachments:
Scope of Services
Terms and Conditions and Fee Schedule
494648.9990 PRP
'EXHIBIT .j PAGE I 'OF 17 1
Attachment 1
Scope of Services
`' -15A dr_1----orril
Ms. Beth Fields
City of Richmond, Indiana
May 16, 2022
Page 1
Date: May 16, 2022
Project Name: Scope of Services
Former Mechanics Laundry
Pre-Demolition Services
Facility Site: Former Mechanics Laundry Facility
1002 North E Street
Richmond, Indiana 47374
TRC Proposal Number: 494648.9990
Background
The Former Mechanics Laundry Facility (the Site) is located at 1002 North E Street on the near
north side of Richmond, Indiana. The Site was formerly operated as Mechanics Laundry&
Supply, Inc. from 1975 until the mid-1990s. It is our understanding that the City of Richmond
(the City) is in the process of purchasing the property from the current owners and intends to
demolish the existing Site building to convert the property into a parking lot for visitors to
downtown Richmond.
In 2015, the Site was identified as being a potential contributor to chlorinated volatile organic
compounds (cVOCs) identified in soil and groundwater at an adjacent property. In September
2016, an environmental investigation at the Site conducted by the current owners indicated the
presence of VOC-impacted soils (specifically tetrachlorethene, or PCE, a common drycleaning
solvent) exceeding the IDEM Remediation Closure Guide (RCG) screening levels at the Site.
The subsequent initial site characterization conducted by the owners in January and February
2017, and further site assessment activities conducted between August 2017 and February
2018, determined the extent of impacts sufficiently to develop a remedial program to address
these cVOC impacts.
The remedial program implemented by the owners consisted of a combined plume stabilization
and enhanced reductive dechlorination (ERD) that involved injection of a combination of
activated carbon and zero-valent iron into the impacted subsurface at the Site between
March 18 and 22, 2019.
The results of the post-injection groundwater sampling indicate that no cVOCs present above
laboratory detection limits remained within the treatment area. Quarterly groundwater sampling
conducted by the owners to confirm adequate cVOC reduction has continued since that time
and will continue until the property transfer to the City is complete. More detailed information
regarding these investigation and remediation activities can be located in the IDEM Virtual File
Cabinet(https://vfc.idem.in.gov/).
494648.9990 PRP )TIC
!EXHIBIT Pt PAGE 5 OF 17 I
Ms. Beth Fields
City of Richmond, Indiana
May 16, 2022
Page 2
With the purchase of the property, the City will consider the remedial program to be complete
and intends to demolish the facility building to make way for future downtown parking. On
behalf of the City, TRC proposes to develop bid specifications based upon asbestos and
hazardous waste inspection reports to be provided by the City to TRC and current facility
condition and,to provide bidding services to assist the City with selection of a qualified
contractor for the demolition of the existing building at the Site.
Project Objectives
■ Prepare a set of Bid Specifications for the demolition of the former facility and prepare the
Site for future development as a parking lot for downtown Richmond visitors.
■ Assist the City with the selection of a qualified demolition contractor to implement the
demolition scope of work included in the Bid Specifications.
Scope of Services
TRC will perform the following services:
Task 1. Develop Demolition Bid Specifications
TRC will develop draft bid specifications for the demolition of the existing facility
building at the Site. These specifications will be a single draft Demolition Document
that will include specifications and procedures for removal of any remaining asbestos,
universal and/or hazardous waste; and deconstruction of the existing facility buildings
in anticipation of future parking lot installation. The specifications will include
consideration to disconnect and/or cap all Site utilities at the street. These
Specifications will include drawings, details, and supplemental specifications for the
bidding of the project work scope.
This draft technical bid specification document will be submitted to the City for review
and identification of potential technical revisions or modifications. Following submittal,
and allowing adequate time for review, TRC representatives will consult with the City to
discuss the preliminary specifications to identify any potential revisions. The City's
input will be utilized to update the technical specifications for finalization of the
demolition documents. Once the technical demolition specifications are reviewed and
finalized, TRC will insert the City's front-end contractual documents into the demolition
bid specification. The City's front-end documents will be compiled with technical
specifications into a final Demolition Specification suitable for distribution to potential
demolition contractors.
Task 2. Bidding Services
Once the Demolition Specifications are finalized and approved, TRC will assist the City
with the bidding process. Initially, TRC will pre-qualify bidders from a list of contractors
provided by the City and from our previous demolition experience in Richmond. Once
the prequalification list is established, the potential bidders will be notified of project
bidding and provided the Demolition Specifications at the direction of the City.
494648.9990 PRP °j'MC
EXHIBIT 4�} PACE q OF 11 I
Ms. Beth Fields
City of Richmond, Indiana
May 16, 2022
Page 3
In addition to providing the Demolition Specifications to pre-qualified bidders, TRC will
schedule, organize and conduct a pre-bid meeting. Following the pre-bid meeting and
prior to receipt of bids, TRC will respond to one set of questions from potential bidders.
Once bids are received by the established due date, TRC will review the bids, compile
a bid tabulation sheet and make recommendations to the City regarding contractor
selection. Final contractor selection and contractual arrangements will be the
responsibility of the City.
Deliverables
TRC will provide the City with the following deliverables:
• Draft Demolition Specifications. To be provided by electronic mail.
• Final Demolition Specifications. To be provided to the City by electronic mail with up to
three (3) hard copies and to selected bidders by electronic.mail.
■ .Bid Tabulation and TRC contractor recommendations. To be provided by electronic mail.
Fee Proposal
TRC proposes to perform the Scope of Services on a time-and-expenses basis in keeping with
the unit rates and associated fees included on the attached TRC Fee Schedule. The estimated
total fees will be approximately$29,500. Should the City request TRC to make changes in the
services or to perform additional services, TRC will prepare a Change Order for the City's
acceptance.
A breakdown by element or task is included in the following table:
Task Description Estimated
Cost
Task 1. Develop Demolition Bid Specifications
TRC Labor $17,000
TRC Expenses $ 1,000
Task 1 Subtotal $18,000
Task 2. Bidding Services
TRC Labor $ 9,900
TRC Expenses $ 1,600
Task 2 Subtotal $11,500
Total for Proposed Tasks $29,500
494648.9990 PRP o)TruC
EXHIBIT A PAGE S'. jP-1_
•
Ms. Beth Fields
City of Richmond, Indiana
May 16, 2022
Page 4
Basis for Estimated Cost
The work will be performed on a time-and-materials basis. If TRC finds the authorized budget
will be exceeded due to additional out of scope work (e.g., multi-day meetings, additional
document preparation, etc.), TRC will notify the City that the authorized amount will be
exceeded. We will then issue a change order to the City to perform the additional work. The
time-and-materials costs are based on the following assumptions:
■ Task 1 of this proposal includes costs for preparation of the draft Demolition Specifications
and one set of revisions based upon review by the City. The cost for this Task includes
correspondence by telephone and electronic mail and assumes that no travel or additional
document preparation beyond Demolition Specifications is required.
■ Task 1 assumes that the City will provide a current asbestos and hazardous waste report to
TRC and that the information included in these reports is sufficient to develop bid
specifications. Any additional site inspection and sampling services required by TRC to
complete the specifications will be provided for additional fees.
■ Task 2 of this proposal assumes that TRC will assist the City with selection of qualified
demolition contractors, provide up to two (2) participants to conduct the pre-bid meeting at
the Site during one, 8-hour work day and provide an electronic bid tabulation to the City for
consideration. The final demolition contractor selection and contracting arrangement are the
responsibility of the City.
Terms of Contract
TRC proposes to perform the Scope of Services on a time-and-expenses basis in accordance
with the attached TRC Terms and Conditions and Fee Schedule that are being used for other
ongoing TRC work with the City. To accept this proposal, please sign the attached Acceptance
of TRC Proposal and return it to our attention as authorization to proceed with this scope of
work.
Health and Safety Considerations
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 utilizing Level D health and safety protection (including coveralls, safety shoes, hard
hats, and eye protection). If additional protection is required for TRC employees to perform
onsite services, then TRC will advise the City of the needed protection and any associated
increase in compensation before proceeding with the work.
494648.9990 PRP ®)TIC
1EXHIBIT II, PAGE (g _OF �
Ms. Beth Fields
City of Richmond, Indiana
May 16, 2022
Page 5
Acceptance of TRC Proposal
APPROVED AND ACCEPTED AS OF THE DATE SHOWN BELOW:
TRC Environmental Corporation City of Richmond, Indiana
Signature Signature 0
Donald A. Fay G`ls
Printed Name Printed Name ���r-
Vice President l�\ 191
Title Title
May 16, 2022 \OA`
Date Date
494648.9990 PRP G TrRC
1EXHIBIT I_ PAGE 1 097
Attachment 2
TRC Terms and Conditions
and Fee Schedule
lawi`r A PAGE $ OE1? .1
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.
494648.9990 T&C - 1 - 5/16/2022
'EXHIBIT A PAGE a Gil :
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 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
•
494648.9990 T&C -2- 5/16/2022
[EXHIBIT PAGE to OF ti I
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 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.
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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.
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.
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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.
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
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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 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.
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•
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.
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.
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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.
•
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•
• TRC Environmental 2022 Rate Schedule
2022
CODE TRC LABOR CLASSIFICATIONICategory HOURLY
LABOR
RATE
Principal/Technical Director
EV28 Level IV $324
EV27 Level III 282
EV26 Level II 252
EV25 Level I 234
Program Manager/Senior Technical Manager
EV24 Level IV $226
EV23 Level Ili 210
EV22 Level II 204
EV21 LevelI 195
Project/Technical Manager
EV20 Level IV $188
EV19 Level III 179
EV18 Level II 172
EV17 LevelI 166
Senior Scientist/Engineer/Specialist
EV16 Level IV $159
EV15 Level III 151
EV14 Level II 144
EV13 LevelI 138
Project Scientist/Engineer/Specialist
EV12 Level IV $131
EV11 Level III 124
EV10 Level II 118
EVO9 LevelI 110
Scientist/Engineer/Specialist, Technicians, and Project
Support
EVO8 Level VIII $104
EVO7 Level VII 98
EVO6 Level VI 90
EVO5 Level V 84
EVO4 Level IV 76
EVO3 Level III 69
EVO2 Level II 63
EVO1 LevelI 51
(') A 15%Mark-up will be added to non-labor costs and expenses/ODCs. The markup does not apply to equipment&laboratory
rates.
(2) Overtime rates will apply to non-exempt(hourly)staff in conformance with applicable law.
(3) TRC rates are subject to an annual calendar year escalation.
(4) Invoicing will apply TRC billing rates in conformance with the rate schedule in effect at the time of the services.
(5) For Litigation or Litigation Support Services,please request a copy of our Standard Rates for Litigation Services.
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