JRM Environmental/UtilitiesJRM Environmental
Utilities Dept.-2002
Environmental Permitting, Research, & Consulting
Appropriation #01-7310-08
AI PI OVED,
Contract Not To Exceed $3,200.00 FO~J~
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and
between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and JRM
Environmental ("Vendor").
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same
constitutes its acceptance of all of the Agreement's terms and conditions.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") described in at~ached Exhibit A from
City budget appropriation number 01-7310-08 funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest professional and technical
standards.
PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no
more than Three Thousand Two Hundred Dollars ($3,200.00) (the "Estimate"). Vendor shall submit an
invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City
within such time period. City shall pay Vendor for such Goods and Services within sixty (60) days ai~er the
date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and
Services are not disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on an
invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed
and satisfied all the terms and conditions of this Agreement. Subject to the above, if the undisputed invoice
amount is not paid within sixty (60) days of its receipt by City, then a late charge in a sum equal to one
pement (1%) of such unpaid and undisputed invoice amount shall accrue and be due and payable by City to
Vendor as a separate debt for each month it remains unpaid.
3.2
Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and
Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in
writing, to pay an amount in excess of the Estimate.
WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to the specifications,
samples and/or descriptions thereof furnished to Vendor by City and/or by Vendor to and accepted by City, that the
Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. Vendor
acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to
City pursuant to this Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient
for their particular purpose.
TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hemtu executes same ("Effective Date"),
and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this
Agreement.
DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all
chemicals, materials, substances and items used in or during the provision of the Goods and Services provided
hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the
time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written
warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or
that is a part of the Goods and Services.
'JRM Environmental
Utilities Dept.-2002
Environmental Permitting, Research, & Consulting
Appropriation #01-7310-08
Contract Not To Exceed $3,200.00
LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and
Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have
the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. Vendor shall indemnify and hold
harmless City from and against any and all liabilities, losses, claims, costs and expenses, including, but not limited to,
attorney fees, incurred by City in connection with any such lien and/or the removal thereof. This indemnification
obligation shall survive the termination of this Agreement.
DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement,
including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make
progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or
breach within five (5) business days (or such shorter period of time as is commercially reasonable under the
circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, files, or
has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves,
each such event constituting an event of default hereunder, City shall have the right to (I) terminate all or any parts of
this Agreement, without liability to Vendor; (2) obtain, upon such terms and in such manner as City deems appropriate
in its sole discretion, the same or similar Goods and Services which were to be provided to City by Vendor, and
Vendor shall be liable to City for any excess costs of the City in obtaining same; and (3) exercise any other rights or
remedies as are available to City at law and/ur in equity.
INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed
to do business in the State of Indiana and reasonably acceptable to City, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease
and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officem, employees, contractors and subcontractors; and, for any
injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage
amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name
City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of
all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior
notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims,
demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any
person or property arising from or in connection with Vendor's provision of Goods and Services pursuant to or under
this Agreement or Vendor's use of City property. Vendor further agrees to indemnify, defend and hold harmless City
and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited
to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/ur of any of
Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all present and future federal, state and local laws, executive orders, rules, regulations
and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from
any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes.
This indemnification obligation shall survive the termination of this Agreement.
11.
NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall
comply with all existing and future laws of the United States, the State of Indiana and City prohibiting discrimination
against any employee, applicant for employment or other person in the provision of any Goods and Services provided
by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other
matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin,
ancestry, age, disabled veteran status and/or Vietnam era veteran status. City reserves the right to collect a penalty as
provided in IC 5-16-6-1 for any person so discriminated against.
'JRM Environmental
Utilities Dept.-2002
Environmental Permitting, Research, & Consulting
Appropriation #01-7310-08
Contract Not To Exceed $3,200.00
12.
NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not affect the
right of such party to require such performance at any time thereaRer, nor shall the waiver by any party of a breach of
any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision
hereof.
13.
NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate
its obligations under this Agreement without City's prior written consent.
14.
RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and all of its officers,
employees, contractors, subcontractors and agents are not, and shall not become, employees of City, and the sole
responsibility to pay same all statutory, contractual and other benefits shall remain exclusively with Vendor. The
contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
15.
GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and govemed by the laws of the State of Indiana, except for its
conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a
jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such
court is the appropriate venue for and has jurisdiction over same.
16.
SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or
other role of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with
same, and the remaining provisions of this Agreement shall remain in full force and effect.
17.
NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S.
certified mail, tatum receipt requested, to the party to be notified at the address specified herein:
If to City:
City of Carmel
One Civic Square
Cannel, Indiana 46032
ATTN: John Dully
(with a copy to City Attorney,
One Civic Square, Carmel, IN 46032)
If to Vendor:
JRM Environmental
P.O. Box 926
Brownsburg, IN 46112-0926
ATTN: Robin Feller
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given orally, as
long as written notice is then provided as set forth hereinabove within ten (10) business days from the date of such omi
notice.
18.
TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor,
immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if
sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided
hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the
undisputed invoice amount representing conforming Goods and Services delivered as of the date of
'JRM Environmental
Utilities Dept.-2002
Environmental Permitting, Research, & Consulting
Appropriation #01-7310-08
Contract Not To Exceed $3,200.00
termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of
termination, unless the parties have previously agreed in writing to a greater amount.
18.2
Either party hereto may terminate this Agreement at any time upon thirty (30) days prior notice to the other
party. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except that such
payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties
have previously agreed in writing to a greater amount.
19.
REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing
this Agreement have the authority to bind the party which they represent.
20.
ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and
services to City. When City desires additional goods and services from Vendor, the Mayor or his duly authorized
representative shall notify Vendor of such additional goods and services desired, as well as the time frame in which
same are to be provided. Vendor shall then provide, at no cost to City, an estimated cost for such additional goods
and/or services, as well as the date by which same will be provided to City. Only after City has approved Vendor's
time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to
pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods
and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of
additional goods and services shall be numbered and attached hereto in the order in which they are approved by City.
21.
TERM
Subject to the termination provisions set forth in Paragraph 18 hereinahove, this Agreement shall be in effect from the
Effective Date through December 31, 2002, and shall, on the first day of each Janum'y thereafter, automatically renew
for a period of one (1) calendar year, unless otherwise agreed by the parties hereto.
22.
HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement
nor limit, expand or otherwise alter the meaning of any provision hereof.
23.
BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are
bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement.
24.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25.
ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal
advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same fi'eely, voluntarily,
and without any duress, undue influence or coercion.
26.
ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement
between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written
representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but
subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement
conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement
shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties
hereto, or their successors in interest.
· JRIvl Environmental
Utilities Dept.-2002
Environmental Permitting, Research, & Consulting
Appropriation #0 t -7310-08
Contract Not To Exceed $3,200.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
~)~ate: .tBr~~rd 7~ ~>.~2
Mar~ Ana. g~ke, Member
Date: ~"~-- / ~ ~:~ .~
JRM ENVIRONMENTAL
Auth6ri~ed Signature
Printed Name
Title
FID/TIN:
ATTEST:
Diana C or dr av-.~ AtMqr~Clerk.q-r[ash~:er
Date:
SSN if Sole Proprietor:
MAR-21-2002 09:51 FROM CITY OF CARMEL W~JTP TO LISA P.09
tent ctf 'WorkO)dmelxtix. AI,
Ye.%
Proposal for the submission of Carmel's NPDES discharge permit application
Background
JRM Environmental is owned by Robin L. Feller, a former Senior Environmental Manager with the
Indiana Department of Environmental Management (IDEM), Office of Water Quality. Robin Feller
holds a Bachelor of Science degree from Indiana State University. At IDEM, she worked in various
sections such as the Facility Construction Section, Enforcement and Program Management Sections.
In her management duties with the Facility Construction Section, she coordinated closely with other
IDEM sections such as the NPDES Permits Section, the Compliance Section, the Office of Legal
Counsel and the Enforcement Section. Her work experience also includes two years of private
environmental consulting and previous to IDEM, the Marion County Health Department as a
Environmental Health Specialist.
Objectives
JRM Environmental company's objectives are to work with state govemment staff in a professional,
respectful manner in order to create a climate of cooperation and mutual respect. It is believed that
this climate best serves JRM's clients. This way, in a non-hostile atmosphere, the clients wants and
needs can be expressed fully to governmental officials resulting in the best possible outcome for the
client.
Concerning Carmel's NPDES permit reissuance, attempts will be made to represent Carmel's
concerns and reservations about the need for E.Coli testing which could result in an occasional
violation for the city. It is J RM's intention to take the necessary steps to best represent Carmel and its
concerns about any permit issue that would adversely affect its compliance and operation.
The NPDES dischar3e permit reissuance
J RM Environmental will compile information about Carmel's wastewater treatment facility and
operation, address its staff's major concems to IDEM through negotiations, discuss Wrth IDEM staff any
and all aspect of the new permit, create any graphics necessar-/, present a draft to the Carmel's
wastewater treatment plant staff for approval, deliver the final application to IDEM before the 180 day
deadline. JRM will also follow the application through the permitting process until it is issued. Any
activities that result from an appeal such as legal hearings and conferences will be considered additional
work that will be billed separately after being approved by Carmel representatives.
Cost
The cost for the above mentioned submission of Carmel's NPDES permit will be a total of $3,200
paid by the city afterJRM Environmental submits the completed NPDES application to IDEM. A
portion of the $3,200 (a retainer of $1,000) must be paid at the completion of the contract signing.
Again, any activity that is a result of a hearing, stay or legal motion will be billed at $65.00 an hour after
Carmel authorizes the additional work.
04/1~/0g la:41 FA~ ~47~1~44~4 PRfl~ l,I^~ B1;R~ ~0Og
I't~~w'rlm ~ S Al A M R OF INFORbI&TION
Ye:non aill~, IL ~006L i ;~M~Y
A ~. Paul Reinsurance Company
~0 Box 926 i =~
~ro~sburg~ IN 46112-0926 ~.. O _
Professional Liabil
03/01/200~ 03/01/2002
1,000,000 aggregate
i
¢~PR-11-2002 THU 08:54 ~M ONB I~SUR~NOE
NO, 765 653 2837
P, 01
/dtEi?DED DECLARATION EFFEGTZVE Q5/19/01
SUPERSEDES ANY PREVXOOS DECLARATION BEARZN6
THE BABE POLICY NUBBER FOX THIS POLICY PERIOD
REASON FOR A~ENDNENT - ADD VEHICL~
APV 6208113 0~'¶9/01 05/19/02 b3~STPIELD X]ISURANCE COI~PANY
YTLLZAN ~E~REY & ROBIN FEI.!
NOT A BILL
TELEPJiONE 765-653-26~1
PO BOX 838
WIC ACOOL~T NO. 130123SSq8
TIlE ADDITIONAL PREI~IOH FOR THE I~NDER OP TI~ POLICY T~ Ig 8323.00
VEWXCLES COVERED
UNIT ~T ~R ~ ~-D~Z~XON ~Z~ ZD ~ COST-S~ C~S
001 XN 030 88 PL~ VOYA~ 2Pq~lK?~61~870 06 81~20
003 IN 030 92 SA~ EL1 198~qg~NZ1109~q 03 811120
003 IN 030 g~ FO~ E~ 1~qX7R~qTZg2 06 811120 78
ZNSU~ IS PROVIDED O~Y ~ A P~X~ IS SHO~ FOR ~
CO~ LIHI~ OF LZ~IL~ ~T I Z
A.
B~ZLY l~k~- S~00,000 ~A P~SON ~300,000 ~ ACC 127 11~ 11~
PROP~ D~GE- lSO,OOO EA~ A~ID~ g7 86 B6
B. ~DZCAL PA~' 65~000 EA~ ~S~ 23 15
C. ~ZNS~ZN~v~ H~ZSTS
B~ZLY lN~- 0100,000 EA P~SON 1300,O00 ~ ACC lg lg
~ZNg~ MO~S~
P~R~ D~A~- OSO,O00 ~ A~ID~ g 9 g
D. D~EE TO YO~ A~
~~ CO.XSIm- A~ ~SS ~I00 DECU~ZB~ 18 30 Q8
~LlStb~~ ACV ~SS 0500 D~UCTZ5~ q? 67 88
TOTAL P~HZ~ BY ~T 3qO 3qO 370
TZ~ ~L A-~ A~LIBS
39X P~SX~ ~S~X~ MECO~ ~Z~ TO U~XT 2
BOX PASSZ~ ~S~X~ D~SCO~ ~X~ ~ ~ZT 3
TOTAL Ah31UAL PREHIOH $1,0Sg. OO
01 YZLLXAH JEFREY FELLER lO/Oq~qq 02 ROBXI~ L ~'ELLEi 10/10/61
APPLZ CASLE FO~
~ 8--DATE--UNZT FORM 9--DATE--UMXT FOi~I l--DATE--UNIT FO~ ,--DATE--U~ZT
VO001 06/00 ALL ID?027 08/93 ALL V0168 09/00 ALL V0469 09/00 ALL
b~ PA~E
(Ed, ge=S2] ..
~GENT COPY