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Home My Public Portal About043-2008 - RSD - ATC - Associates Inc.- cell construction and closurePROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this _8th day of _April 2008 and re- ferred to as Contract No. 43-2008 , by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Sanitation Commissioners (hereinafter referred to as the "City") and ATC Associates, Inc. 7988 Centerpoint Drive, Suite 100, Indianapolis, Indiana 46256 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide certain cell construction and closure engineering profes- sional services in connection with the New Paris Pike Landfill in Richmond, IN. Specifically, Contractor shall provide services in connection with the construction of landfill Cells 3D and 3G totaling approximately 7.8 acres in size at the landfill, and services in connection with the closure of landfill cells 3A and 313, or parts thereof, not to exceed 7 acres in total. A Request for Proposals, dated January 11, 2008 has been made available for inspection by Con- tractor, is on file in the office of the Richmond Sanitary District, is attached hereto as Exhibit "A", consisting of two (2) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor agrees to abide by the same. The responses of Contractor to said Request for Proposals are dated March 5, 2008 and March 12 2008, and are attached hereto as Addendum A and Addendum B, consisting of twenty (20) pages and seventeen (17) pages, respectively, and are hereby incorporated by reference and made a part of this Agreement. Contractor shall perform all services described on said responses. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits or Addendums, 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 con- trolling. The Contractor 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 in- surance, and until a purchase order has been issued by the Purchasing Department. SECTION IL 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 City shall pay Contractor a sum not to exceed One Hundred Thirty -Four Thousand Five Hundred Eighty -Nine Dollars and Seventy -Seven Cents ($134,589.77) for activities in connection with the construction of landfill cells numbers 3D and 3G, and a sum not to exceed One Hundred Three Thousand Eight Hundred Fifteen and Twenty -Five Cents ($103,815.25) for activities in connec- tion with the closure of landfill cells numbers 3A and 313, for the complete and satisfactory per- formance of all work described on Contractor's response. Contract No. 43-2008 Page 1 of 5 SECTION IV. TERM OF AGREEMENT This Agreement shall become 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 follow- ing: 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 per- formed prior to the date this Agreement is terminated, but shall be relieved of any other responsi- bility herein. This Agreement may also be terminated by either the City or the Contractor, 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 Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to per- son or property or any other claims which may arise from the Contractor's conduct or perform- ance of this Agreement, either intentionally or negligently; provided, however, that nothing con- tained 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 em- ployed 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 Page 2 of 5 Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage E. Comprehensive Umbrella Liability $300,000 each occurrence $300,000 aggregate $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 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 VIL 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 di- rectly 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: That in the hiring of employees for the performance of work under this Agree- ment 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; 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 Page 3 of 5 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 in- timidation 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 previ- ous 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 ar- bitration 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 ac- tion in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Page 4 of 5 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 Sanitation Commissioners By:_S/S Richard W. Bodiker Richard W. Bodiker, President S/S Gilbert Klose Gilbert Klose, Vice President _S/S Greg Stiens Greg Stiens, Member Date: April 8, 2008 APPROVED: S/S Sarah L. Hutton Sarah L. Hutton, Mayor Date: April 9, 2008 "CONTRACTOR" ATC ASSOCIATES, INC. By:_S/S Donald L. B . erg Title:_ Principal Engineer Date: April 10, 2008 Page 5 of 5