HomeMy Public PortalAbout042-2008 Sanitary - Andrews Engineers - Professional ServicesPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this _8th day of _April , 2008 and
referred to as Contract No. 42-2008, by and between the City of Richmond, Indiana, a
municipal corporation acting by and through its Board of Sanitary Commissioners (hereinafter
referred to as the "City") and Andrews Environmental Engineering, Inc. 7478 Shadeland Station
Way, Indianapolis, Indiana 46256 (hereinafter referred to as the "Consultant').
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Consultant to provide on -call professional engineering services at New Paris
Pike Landfill.
A Request for Proposals, dated January 11, 2008 has been made available for inspection by
Consultant, is on file in the office of the Department of Sanitation, is attached hereto as Exhibit
"A", consisting of two (2) pages, and is hereby incorporated by reference and made a part of this
Agreement. Consultant agrees to abide by the same.
The response of Consultant to said Request for Proposals is attached hereto in part as Exhibit
"B", which Exhibit is dated March 7, 2008, consists of five (5) pages, and is hereby incorporated
by reference and made a part of this Agreement. Consultant shall perform all work and provide
all services described on Exhibit `B."
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.
Consultant shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Consultant shall furnish all labor, material, equipment and services necessary for the proper
completion of all work specified.
No work shall commence until the City is in receipt of any required bonds and certificates of
insurance, and until a purchase order has been issued by the Purchasing Department.
SECTION IL STATUS OF CONSULTANT
Consultant shall be deemed to be an independent Contractor and is not an employee or agent of
the City of Richmond. The Consultant shall provide, at its own expense, competent supervision
of the work.
SECTION III. COMPENSATION
City shall pay Consultant a sum based on the hourly rates and schedule of charges as set forth in
Exhibit `B" attached hereto and incorporated herein, which schedule may be adjusted by
Contractor during calendar year 2009 to reflect the then -current adjustment in the rate of change
in the cost of living as reflected in the Consumer Price Index as published by the United States
Department of Labor, not to exceed Fifty -Five Thousand Six Hundred Fifty Dollars and Zero
Cents ($55,650.00) for calendar year 2008, for performing all work described herein in a
satisfactory and proper manner.
Contract No. 42-2008
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SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect
until December 31, 2009, with the City retaining an option to renew for 2010 at a price to be
negotiated between the parties.
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 Consultant to fulfill in a timely manner and/or competent
manner its obligations under this Agreement, which include, but are not limited to, all
work listed on Exhibit A;
b. ineffective or improper use of funds provided under this Agreement;
c. suspension or termination of the grant funding to the City under which this Agreement
is made; or
d. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make prorated 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 by either the City or the Consultant, in whole or in part,
by mutual Agreement setting forth the reasons for such termination, the effective date, and in the
case of partial termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Consultant 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 Consultant'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 Consultant liable for acts
of the City, its officers, agents, or employees. Consultant 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 Consultant's operations under this
Agreement, whether such operations by the Consultant or by any sub -Consultants or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Consultant 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 $300,000 each occurrence
$300,000 aggregate
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Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
Section 2. Property Damage
E. Comprehensive Umbrella Liability
$100,000 each occurrence
$300,000 each person
$300,000 each occurrence
$100,000 each occurrence
$1,000,000 each occurrence
$1,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $500,000 each occurrence
$500,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Consultant 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 Consultant has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Consultant is an out of state employer and
therefore subject to another state's worker's compensation law, Consultant 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 VIL PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Consultant, any sub -Consultant, or any person
acting on behalf of Consultant or any sub -Consultant 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 Consultant agrees:
That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Consultant, any sub -Consultant, or any
person acting on behalf of Consultant or any sub -Consultant, 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 Consultant, any sub -Consultant, or any person action on behalf of
Consultant or any sub -Consultant 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;
That there may be deducted from the amount payable to Consultant 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
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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 VIIL 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, Consultant 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
Consultant 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 Consultant, and in addition to any other damages
or remedies, Consultant shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Sanitary Commissioners
By:_S/S Richard W. Bodiker
Richard W. Bodiker, President
Date: April 8, 2008
APPROVED: S/S Sarah L. Hutton
Sarah L. Hutton, Mayor
Date: April 9, 2008
"CONSULTANT"
ANDREWS ENVIRONMENTAL
ENGINEERING, INC.
ma
Title:_ Indianapolis Office Director
Date: April 9, 2008
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