Keramida Environmental/MayorKeramida Environmental, Inc.
Mayor's Office.
Potential Brownfields Projects
Appropriation # 1205-404
Contract Not To Exceed $4,750.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
APPROVED, A~_~
FOR~ ~,~.'~.~
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 Keramida("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")
from Vendor using City budget appropriation number 1202-404 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 technical and industry 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 Four Thousand Seven Hundred Fifty Dollars
($4,750.00) (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 after 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 an 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
percent (1%) of such 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 thereof.
Keramida Environmental, Inc.
Mayor's Office.
Potential Brownfields Projects
Appropriation # 1205-404
Contract Not To Exceed $4,750.00
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 hereto 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.
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.
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, is placed into 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 (1) terminate all or any parts of this Agreement,
without liability to Vendor; and (2) exercise all other rights and remedies available to City
at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Keramida Environmental, Inc.
Mayor's Office.
Potential Brownfields Projects
Appropriation # 1205-404
Contract Not To Exceed $4,750.00
Vendor shall procure and maintain in full fome and effect during the term of this
Agreement, with an insurer licensed to do business in the State of Indiana, 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, officers, 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/or 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 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 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.
Keramida Environmental, Inc.
Mayor's Office.
Potential Brownfields Projects
Appropriation # 1205-404
Contract Not To Exceed $4,750.00
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
thereafter, 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.
14.
15.
16.
17.
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.
RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and
neither Vendor nor any of its officers, employees, contractors, subcontractors and agents
are employees of City. 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.
GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed 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.
SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation,
ordinance, executive order or other rule 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.
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, return receipt requested, to the party to be
notified at the address specified herein:
Keramida Environmental, Inc.
Mayor's Office.
Potential Brownfields Projects
Appropriation # 1205-404
Contract Not To Exceed $4,750.00
If to City:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Steve Engelking, Director Administration
(with a copy to City Attorney,
One Civic Square, Carmel, IN 46032)
If to Vendor:
Keramida Environmental, Inc.
330 North College Avenue
Indianapolis, IN 46202
ATTN: Douglas B. Zabonick, P.E., Vice President
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
five (5) business days from the date of such oral 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 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.
Keramida Environmental, Inc.
Mayor's Office.
Potential Brownfields Projects
Appropriation # 1205-404
Contract Not To Exceed $4,750.00
20.
21.
22.
23.
24.
25.
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 City shall notify Vendor of such additional goods and services
desired, as well as the time frame in which same are to be provided. 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.
TERM
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this
Agreement shall be in effect from the Effective Date through December 31, 2003, and
shall, on the first day of each January thereafter, automatically renew for a period of one
(1) calendar year, unless otherwise agreed by the parties hereto.
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.
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.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
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 freely, voluntarily, and without any duress, undue
influence or coercion.
Keramida Environmental, Inc.
Mayor's Office.
Potential Brownfields Projects
Appropriation # 1205-404
Contract Not To Exceed $4,750.00
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 or in any document referenced herein 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.
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
Keramida Environmntal, Inc.
rainar, d, Pre, ding Office~_r
Date: q
Mary Ann ~u~ke, Mem_ber -
Date: ~ -~
~7o~O:~ori S. sq~ Member
ATTEST:
Diana Cordray, ][A~IC, Clerk-Treasurer
Date:
By: //
Aut/horized Signa}~ure
ted Name
Title
FID/TIN:
SSNif
4-[
Sole Provrietor:
~u~r~ ~ johnson, Date:
Depnt~ Cler~ for
KERAMIDA
£NFIRONMBNT, iL, INC.
330 North College Avenue
Indianapolis, Indiana 46202
(317) 685-6600 · F~o((31'7) 685-6610
1-800-508-8034
-'mail: keram~da@kcramida.com
· ,v~b page: w~,,~,v.kcramida.com
Direct Phone No.; 3171685-6606
Dkect Voice Mail No.: 65
Direct B-mail: ngremo s/~keramida_corn
March 1B, 2003
Thc Honorable James Brainard, Mayor
Cannel City Hnll
One Civic Square
Carmel, IN 46032
Re: Proposal for Identification of Potential Brownfi¢lds Projects
KERAMIDA Proposal No. P:!712
Dear Mayor Brainard: · · "
In compliance with your recent request, KERAMIDA Environmental, Inc., ("KERAMIDA") is
pleased to submit this proposal for the ideutification and evaluation of potential Brownfialds
projects in the City of Carmel. KERAMIDA has prepared the following proposal which outlines
oar understanding of the project, our experience in performing similar projects and our specific
approach to the successful completion of this specific project.
BACKGROUND
The City of Carmel desires to identify potential Brownfields projects and potentially
environmentally impaired, underrutilized pwperties .for furore d~elopment. The goal of this
project is to Utilize a combination of the availab!e in-formation and an arca 'reconnaissance.by .
experienced ~nvironmental Pr~fesgi~nals te identify potential projects and the'applicable grants'
that may be available for re-development assistance. Of particular focus, is the pot~mial for
using the Petroleum Remediation C-rant Initiative (PRGI) to assist in remediation and
redevelopment of petroleum contaminated properties,
SCOPE OF WOI~K
Based upon our discussions with you and past experience with similar projects, KE1L4_MIDA has
developed the follovang scope of work for this projec:
Serr~ng Th~ &andard of Exc, ettence '( ~ '~
ENGINEERS · HYDROGEOLO~3ISTS · SCIENTISTS · INDUSTRIAL HYGIENISTS · TOXICOLOGISTS
HEADQUARTERS: INDIANAPOLIS, iN · OFFICES IN: COLUMBUS, OH, ANN ARBOR, MI · CINCINNATI. OH · SACRAMENTO, CA
03/18/2003 16:13 317 685 6618 ~ 98443498 N0,888
' The Honorable lames Bminard, Mayor
Cib' of Carmel
Page 2
· Task 1 - Preliminary Evaluation - Set Project Goals and Develop Site Profile
· Task 2 - Prepare Desktop Evaluation to Identify Potential Brownfield Areas
· Task 3 - Perform Site Specific EValuation(s)
· Task 4 - Prepare Report Identifying Specific Projects and Potential Grant Programs
The following narrative provides a detailed discussion of each task identified above:
Task 1 - Preliminary Evaluation - Set Project Goals and Develop Site Profile
In order to complete this project in the most effective manner, specific project goals and site
qualification parameters must be identified and set. Specifically, KERAMIDA will meet with
specified representatives of Carmel to develop a Site Profile by determining the following:
1. Preferential re-development areas or corridors
2. Boundary parameters for use tn deft-rog 'under~utlhzed
3. Political obstacles
It is our opinion fllat the completion Of this task is crucial to the suocess of th~ project Well
thought out goals and objectives'must b~ established prior to initiatin~ further' w~rk hi order tO
guarantee the successful completion of thc project.
Task 2 - Prepare Desktop Evaluation to Identi~ Potential Brownfiald Areas
Once the Site Profile and project goals have been established, it will be necessary to perform a
desktop of thc geographical area (i.e,: City of Carmel), Available literature, zo_nj-g maps, tax
assessor records and other resources will be used tn eliminate areas that do not meet the Site
Profile and identify those areas having the highest probability of meetin8 the Site Profile criteria.
Task 3 - Perform Real Estate Evaluatiol~ and Identi~ Poteutial Brownfie]d Properties for
Re-Development . ', · '.
Based Upon the res~hs'0f the deSkt0pevaluation and:the Site Profile, Kt~RAMIDA will pe~orm
a sit~ reconnaissance of those areas having the hi,host probability of meeting the p~ject
reqaizements. Thc sit~-specific evaluations will be conducted by experienced environmental
professionals with Sl~cific training in identification of potential Brownfields projects. Potential
sites will be visually examined and identified as abandoned, under-utilized ot potentially
environmentally hnpaked according to the criteria set forth hi the Site Profile. Each site will be
identified by specific address and digitally photo~'aphed for trutur~ reference.
03×18×2003 16:15 ~17 685 6610 ~ 98443498 N0.888 QO~
· Tho Honorable James Brainard, Mayor
CiV/of Carmel
Page 3
Task 4- Prepare Report Identifying Specific Projects and Potential Grant Programs
Upon completion of the site-specific evaluation(s), KERAMIDA will prepare a report that
identifies each potential site and the potential grant program available for re-development
assistance.
PRO,IECT TEAM
We believe that the team we have assembled is second to none and that our experience and
expertise are evident in the information presented in Attachment 1 of this document. Very few
companies in the country have the range and depth of senior professionals, in every aspect of
services offered, as KERAMIDA does. Not only does KERAMIDA have several seasoned
professionals in each area of service it offers (with 15, 20, 50 or more years of experience each),
but these professionals have worked exclusively in their chosen area of expertise excelling in
their fields, and have become recognized leaders sought after as experts in environmental
litigation_
The project team leader for this project is Andrew G-rernos. Mr. C-remos is a Licensed
Professional Geologist and holds B.S. and M.S. degrees in Oeology/I-lydrogeology from IU and
Old Dominion University. Prior to joining KERAMIDA he was in charge of the Fluor Daniel
GTI (formerly Groundwater Technology) operations for Indiana. His.work over the last 14 years
has focused on. investigations and remediation'of multiple-contaminant Cases ~nd. has worked on
hundreds of sites including industrial facilities, public utilities, gas stations and complex
~erminals. Several of these projects have been Voluntary Remediation and Bmwntield sites. He
haf served as expe~ witness On many occasions and has received numerous awards, including a
major oil company's award for his innovative remedial design. Mr. Oremos has been actively
involved in the development of the PROI by participating in public work group meetings and
serving on the technical advisory workgroup. He has also attended special RISC training for
IDEM contractors and has led workshops to train/inform clients and stakeholders about the RISC
process. He has overseen the development of KERAMIDA-specific ~tandard operating
procedures to perform RISC investigations and remediations.
Mr. Doug Zabonick, P.E., Vice President with KERAMIDA, will be responsible for the
remediafiou engineering asPeCt of. this'work. 'Mr.' Zabonlck holds..a B;S. in Geologi?al
Engilaeering fr6m Michigan Teehtml0gical.Un~versity and is a'Reglstered Professional Engineer
in the states of Indiana, Michigan and Ohio, Prior to joining KERAMIDA, Mr. Zabonick ~vas
the President/Principal Engineer of Astbury Environmental Engineering, Inc. and the
Environmental Division Manager/Principal Engineer for Alt & Witzig Engineering, Lne. His
work over the past 20 years has focused on environmental engineering and design. Mr.
Zabonick has been active in the development of risk-based policies in the State of Indiana and is
an original member of the Indiana RISC Advisory Board. He has performed a large number of
remedial designs and installations for a variety of remediation projects under various regulatory
programs including RCRA, Superfund, LUST and VRP/Brownfields. Mr. Zabonick is active in
the Indiana Petroleum Marketers and Convenience Store Association where he serves as a
03/18/2003 16:13 317 685 6618 ~ 9844~498 N0.888 Q05
· The HonoraMe Ja~les Brain~rd, Mayor
City of Carina!
P~ge 4
member of the Codes and Standards Committeo and IPCA representative to the Indiana RISC
Advisory Board.
PROJECT SCHEDULE
KERAMIDA is prepared to initiate Wbrk' on this project immediately with Task I and 2
completed wi~hln two weeks of authorization to proceed, It is anticipated that Task 3 and 4 will
require an additional two weeks to complete.
COST SCHEDULE
It is proposed that our fee for the completion of the above~outlined scope of work be based upon
a lump smrn of $4,750, It Should be noted bat no grant money is available for the performance
of this initial scope of work.
KERAMIDA appreciates the oppoaunity to provide this proposa~ and looks forward to worl~g
with you on this project.
Sincerely,
KERAMIDA Environmen~l, Inc.
Douglas B (j~abonick,
Vice President
Enclosures