Troy Risk Inc./EngrTroy Risk Inc.
Engineering Dept - 2005
Appropriation LRS4462837#: P.O.#14343
Contract Not To Exceed $15,500.00
AGREEMENT FOR PROFESSIONAL SERVICES
THiS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and
entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works
and Safety (hereinafter "City"), and Troy Risk Inc. (hereinafter "Professional").
RECITALS
WHEREAS, City is committed to maintaining an equitable and competitive compensation system
for the benefit of its employees; and
WHEREAS, from time to. time, City needs consulting or other workforce assistance (the
"Servldes"i to assist it in fulfilling the foregoing commitment; and
WHEREAS, Professional is experienced in providing and desires to provide to City the Services
referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of
providing to City the Services referenced herein;
'NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions
set forth herein, City and Professional mutually agree as follows:
SECTION 1.
INCORPORATION OF RECITALS
The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof.
sEcTION 2.
2.1
2.2
2.3
SCOPE OF SERVICES
City desires to engage Professional as an independent contractor for the *Services set forth' in
attached Exhibit A~ incorporated herein by this reference.
Professional understands and agrees that City may, from time to time, request Professional to
provide additional or modified Services, the scope of which shall be as requested and defined by
the Mayor or his duly authorized representative and attached hereto in the order approved by City.
Time is of the essence of this Agreement. (Profe~fisional agrees that the Services shall be
completed on or before January 31, 2006)
bpwlm°d/2OO5c°ntracts/dept/c°mpany/date 1
Troy Risk Inc.
Engineering Dept - 2005
Appropriation LRS4462837#; P.O.#14343
Contract Not To Exceed $15,500.00
SECTION 3. CITY'S RESPONSIBILITIES '
3,1 City shall provide such information as is reasonably necessary for Professional to understand the
Services requ6sted.
3.2 City shall provide all data required for provision of Services. Professional may assume that all
data so provided,is correct and complete.
3.3. City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
3.4 City shall designate payment of the Services from City budget appropriation nmnber CCS62838
fnnds.
City shall designate the Mayor or his duly authorized representative to act on City's behalf on all
matters regarding the Services.
SECTION 4. PROFESSIONAL'S RESPONSIBILITIES
4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any
applicable time and cost estimate.
42 Professional shall coordinate with City its performance of the Services.
4.3 Professional shall provide the Services by following and applying at all times reasonable and
lawful standards as accepted in the industry.
SECTION 5. COMPENSATION
5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be
no more than Fifteen Thousand Dollars ($15,000.00) (the "Estimate"). Professional shall submit
an invoibe to City no more than once every thirty (30) days for Services provided City during the
time period encompassed by such invoice. Invoices shall be submitted on a form containing the
same information as that contained on the Professional Services Invoice attached hereto as EXhibit
B, incorporated herein by this reference. City shall pay Professional for all undisputed Services
rendered and stated on such invoice within sixty (60) days from the date of City's receipt of same,
or be subject to a late charge of one percent (1%) of such unpaid and undisputed invoice amount
for each month same remains unpaid.
5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to
exceed the Estimate, without City's prior written consent.
SECTION 6. TERM
Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be
in effect for one (1) year after its Effective Date.
3.5
bpw/mod/2OOScongracts/dept/company/date 2
Troy Risk Inc.
Engineering Dept - 2005
Appropriation LRS4462837#: P.O.#14343
Contract Not To Exceed $15,500.00
SECTION 7. MISCELLANEOUS
7.1 Termination.
7.1.1 The obligatiOn to provide all or any portion of the Services under this Agreement may be
terminated by City or Professional, without cause, upon thirty (30) days' notice.
7.1.2 .
The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City, for cause, immediately upon Professional'S receipt of City's "Notice
To Cease Services."
7.1.3
In the event of full or partial Agreement termination, and as full and complete
compensation hereunder, Professional shall be paid for all such Services rendered and
expenses incurred as of the date of termination that are not in dispute, except that such
payment amount shall not exceed the Estimate. Disputed compensation amounts shall be
resolved as allowed by law.
7.2 Binding Effect.
City and Professional, and their respective officers, officials, agents, partners and successors in
interest are bound to the other as to all Agreement terms, conditions and obligations.
7.3 No Third Part? Beneficiaries.
Nothing contained herein shall be construed to give rights or benefits to anyone Other than the
parties hereto.
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Professional nor any of its agents, employees or contractors are City employees. Professional shall
have the sole responsibility to pay to or for its agents, employees and contractors all statutory,
contractual and other benefits and/or obligations as they become due. Professional hereby warrants
and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by
City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor
of Professional regarding or related to the subject matter of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
7.5 Insurance.
Professional shall procure and maintain with an insurer licensed to do business in the State of
Indiana such insurance as is necessary for the protection of City and Professional from all claims
under workers' compensation, occupational disease and/or unemployment compensation acts,
because of errors and omissions, because of bodily injury, including, but not limited to, the
personal injury, sickness, disease, or death of any of Professional's employees, agents or
contractors and/or because of 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
bpwlmod/2OO5congracts/dept/company/date 3
Troy Risk Inc.
Engineering Dept - 2005
Appropriation LRS4462837#; P.O.#14343
Contract Not To Exceed $15,500.00
forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30)
days' prior written notice to City.
7.6 Liens.
Professional shall not cause or permit the filing of any lien on any of City's property. In the event
such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing,
City shall have the right to pay or bond over such lien at Professional's sole cost and expense.
7.7 Default.
In the event Professional: (a) repudiates, breaches or defaults under any Of the terms or conditions
of this Agreement, including Professional's warranties; (b) fails to perform the Services as
specified; (c) fails to make progress so as to endanger timely and proper completion of the
Services and does not correct such failure or breach within five (5) business days after receipt of
notice from City specifying same; 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 terminate all or any
part of this Agreement, without liability to Professional and to exercise any other rights or
remedies available to it at law or in equity.
7.8 Government Compliance.
Professional agrees to comply with all laws, executive orders, rules and regulations applicable to
Professional's performance of its obligations under this Agreement, all relevant provisions of
which being hereby incorporated herein by this reference, to keep all of Professionals' required
professional licenses and certifications valid and current, and to indemnify and hold harmless City
from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting fi'om
any failure by Professional to do so. This indemnification obligation shall survive the termination
of this Agreement.
7.9 Indemnification.
Professional shall indemnify'and hold harmless City and its officers, officials, employees and
agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all
damages, costs, expenses and attorney fees arising out of any intentional or negligent act or
omission of Professional and/or any of its employees, agents or contractors in the performance of
this Agreement. This indemnification obligation shall survive the termination of this Agreement.
7.10 Discrimination Prohibition.
Professional represents and warrants that it and each of its employees, agents and contractors shall
comply with all existing and future laws prohibiting discrimination against any employee,
applicant for employment and/or other person in the subcontracting of work and/or in the
performance of any Services contemplated by this Agreement with respect to hire, tenure, terms,
conditions or privileges of employment or any matter directly or indirectly related to employment,
subcontracting or work performance hereunder because of race, religion, color, sex, handicap,
bpw/mod/2OO5contracts/dept/company/date 4
Troy Risk Inc.
Engineering Dept - 2005
Appropriation LRS4462837#; P.O.#14343
Contract Not To Exceed $15,500.00
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This
indemnification obligation shall survive the termination of this Agreement.
7.11 Severabilit¥.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that 15rovision shall be stricken, and all other provisions of this Agreement
that can operate independently of same shall continue in full force and effect.
7.12 Notice.
Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this
Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return
receipt requested, addressed to the parties as follows:
CITY:
Michael McBride, PE, City Engineer
City of Carmel
One. Civic Square
Carmel, Indiana 46032
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
PROFESSIONAL:
Troy Risk Inc.
8673 Bash Street
Indianapolis, IN 46256
ATTN: Brad Lewis, CHMM, Senior Scientist
Paul Troy, LPG, Principal Geologist
Notwithstanding the above, City may orally provide to Professional any notice required or
permitted by this Agreement, provided that such notice shall also then be sent as required by this
paragraph within ten (10) business days from the date of such oral notice.
7.13 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.14 Governing Law; Lawsuits.
This Agreement shall be governed by and construed in accordance with the laws of the State of
indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the
City of Carmel, Indiana. The ~arties agree that, in the event a lawsuit is filed hereunder, they
waive any right to a jury triai~they may have, agree to file such lawsuit in an appropriate court in
Hamilton County, lndiana only, and agree that such court is the appropriate venue for and has
jurisdiction over same.
bpw/modl2OOScontrac~s/dsUe/company/date 5
Troy Risk Inc.
Engineering Dept - 2005
Appropriation LRS4462837#: P.O.#14343
Contract Not To Exceed $15,500.00
7.15 Waiver.
Any delay or inaction on th~ part of either party in exercising or pursuing its rights and/or
remedies hereunder or under law shall not operate to waive any such rights and/or remedies nrr in
any way affect the rights of such party to require such performance at any time thereafter.
7.16 Non-Assignment.
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder
without City'S prior written consent.
7.17 Entire Agreement.
This Agreement contains the entire agreement of and between the parties hereto with respect to the
subject matter hereof, and no prior agreement, understanding or representation pertaining to such
subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement
may be amended, added to or subtracted from except by an agreement in writing signed by both
parties hereto and/or their respective successors in interest. To the extent any provision contained
in this Agreement conflictsi~with any provision contained in any exhibit attached hereto, the
provision contained in this Agreement shall prevail.
7.18 Representation and Warranties.
Each party hereto represents and warrants that it is authorized to enter into this Agreement and that
any person or entity executing this Agreement on behalf of such party has the authority to bind
such party or the party which they represent, as the case may be.
7.19 Headings.
All headings 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.
7.20 Advice of Counsel.
The parties Warrant that they have read this Agreement and fully understand it, have had an
opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
7.21 Copyright.
City acknowledges that various materials which may be used and/or generated by Professional in
performance of Services, including forms, job description formats, comprehensive position
questionnaire, compensation and classification plan and reports are copyrighted. City agrees that
all ownership rights and copyrights thereto lie with Professional, and City will use them solely for
and on behalf of its own operations. City agrees that it will take appropriate action with its
employees to satisfy its obligaicions with respect to use, copying, proti:ction and security of
Professional"s property.
bpw/mod/2OO5contrac~s/dept/company/date 6
Troy Risk Inc.
Engineering Dept - 2005
Appropriation LRS4462837#; P.O.#14343
Contract Not To Exceed $15,500.00
7.22 Perso~tnel.
Professional represents that it has, or will secure at its own expense, all personnel required in
performing the services under this agreement. Such personnel shall not be employees of or have
any contractual relationship with City. All of the services required hereunder will be performed
by Professional or under his supervision and all personnel engaged in the work shall be fully
qualified to perform such services.
7.23 Records and Inspections
Professional shall maintain full and accurate records with respect to all matters covered under this
agreement for three (3) years after the expiration or early termination of this agreement. City shall
have free access at all proper times to such reco[ds and the right to examine and audit the same
and to make transcripts there 'from, and to inspect all program data, documents, proceedings and
activities.
7.24
Accomplishment of Project
Professional shall commence, carry on, and complete the project with all practicable dispatch, in a
sound economical and efficient manner, in accordance with the provisions thereof and all
applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate
to ensure that the work involved is properly coordinated with related work being carried on within
City's organization.
[Remainder of page intentionally left blank]
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Troy Risk Inc.
Engineering Dept - 2005
Appropriation LRS4462837#; P.O.#14343
Contri~ct Not To Exceed $15,500.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
BY:
James B r~inard~Igre si:i :g ~) ffice r
Date: ,tI
twary Annllurke, .Me_~mber ~ .
rote: I'"*-'/o [ o,q
TROY RISK INC.
Authorized Signature
Printed Name: c ~'-,,~
Title:
SSN if Sole Proprietor:
Date: /'2- -?q - 7-00,5'
bpw/mod/2OOScontracts/dep[/company/dage 8
Description of Services
Project Name
Proposal
TROY RI$ INC.
Risk Assessment and Environmental Consulting
8673 Bash Street, Indianapolis, IN 46256
Phone (317) 570-6730 Fax (317) 570-6731
staff@tro?risk, com
TROY RISK PROPOSAL ACCEPTANCE FORM
Phase I Environmental Site Assessment
Former Price Marathon, 12999 Old Meridian, Carmel Indiana
September 14, 2005
Proposal No.
Cit~; of Carmel
Proposed Amount
Demolition, Load Debris, Transport and Disposal: $9800.
Incidental items and backfill materials as detailed in quote 9-14-2005.
FOR PAYMENT CHARGES:
Charge Invoice to the Account of:
Firm:
Street Address:
Attention:
Telephone:
Fax:
Zip:_
PROPOSAL ACCEPTED BY
(Signature and Title)
Acknowledging and agreeing to the attached terms and.conditions.
(Date)
PROPERTY OWNER IDENTIFICATION (If other than above):
Name:
S~'eat Address:
Zip:
Attention: Telephone:
FOR APPROVAL OF CHARGES:
Send Invoice to:
Firm:
Street Address:
Zip:
Attention: Telephone:
If'the invoice is to be mailed for approval to someone other than the account charged, please indicate in the
space above. Invoices for completed work will be issued every month for continuous or extended projects
unless
otherwise agreed upon. '= ',,~ ~' ~g~:~ '~
8673 Bash Street · Indianapolis, Indiana 46256
Phone (317) 570-6730 · Fax (317) 570-6731· staff(~trovrisk.com
Enw'ronmenta[ Consulting ~ Geoprobe Laboratory
August 29, 2005
Mr. Michael McBride
City of Carmel
One Civic Square
Carmel, In 46032
Re:
Phase I Environmental Site Assessment Proposal
Former Price Marathon
12999 Old Meridian, Carmel, Indiana
Dear Mr. McBride:
Troy Risk, Inc. is pleased to provide the City of Carmel (Clien0 this proposal for a Phase
I Environmental Site Assessment (ESA) of the former Price Marathon commercial
facility in Carmel, Indiana. Troy Risk plans to complete the work in a prompt,
professional manner and will communicate project progress.
The proposed Phase I ESA includes a site inspection of physical features, interviews with
people familiar with the site, a review of its historical use and review of the
environmental regulatory history of the site and adjoining properties. The scope of work
was designed to meet or exceed the ASTM E 1527-00 Standard Practice for Phase I
ESAs. Troy Risk will note "Recognized Environmental Conditions" as defined in the
ASTM Standard Practice. We understand that this Phase I is being done prior to
demolition. We understand that an asbestos survey has already been cQmpleted and it
will not be part of this scope of work.
Site Inspection
The purpose of the site inspection is to identify visual evidence of potential
contamination or sources of contamination having the potential to impact the site. The
interiors of all accessible buildings will be visually inspected. Visible evidence of
physical features that will be noted include, but are not limited to, the following:
· Underground Storage Tanks (fill port~, vent pipes, pump islands)'
· Above Ground Storage Tanks
· Hydraulic Lifts and associated equipment
· Below Grade Pipelines, Sumps, Vaults, Septic tanks, Dry Wells, Injection wells
Proposal Phase l Environmental Site Assessment
Former Price Marathon
12999 Old Meridian, Carmel indiana
August 29, 2005
· Chemical Spills and/or Staining
· Dram and Chemical Storage Areas
· Areas of Debris or Signs of Dumping
· AreasofFill SoilMaterials
· Dead or Stressed Vegetation
The inspection is limited to clearly visible physical features. Troy Risk will not move
snow or soil, or move equipment or vehicles to identify features. Hidden, latent or
complex features may not be identified. Visual inspection of surrounding properties will
be limited to clearly visible features that can be discerned from public roads. The
surrounding properties will not be intentionally entered.
Historical Records
The histOry of the site will be assessed through a review of readily available documents
such as:
Street Directories*
Aerial Photography*
*The availability of these documents varies with each city and county.
Additional-historical records may be consulted as required to establish the history of the
site. The history of the site will be researched according to the ASTM standard.
RegUlatory Records
Troy Risk will obtain an environmental database radius search from a commercial
vendor. The radius search provides a listing of sites that appear on local, State and
· Federal environmental databases. The radius of each database search is specified by the
ASTM protocol. Review of regulatory files for the project site and/or the surrounding
properties will be completed to determine recognized environmental conditions. The
degree of completeness and the availability of the regulatory files vary with each
regulatory program.
Prior Reports
The client is responsible for supplying Troy Risk with the available environmental
reports for the facility. If prior reports have to be obtained from regulatory agencies then
additional costs for report copying may be charged to the project.
Reporting
Troy Risk will assemble the information from the Phase I ESA into a concise report that
lists the recognized environmental conditions for the project site. Included in the report
Proposal Phase I Environmental Site Assessment
?orrner Price Marathon
12999 Old Meridian, Carmel Indiana
August 29, 2005
will be site figures, available aerial photographs, site photographs, and supporting
documentation. ASTM does not require.recommendations as part of a Phase I ESA. The
client has the option to request that recommendations be made within the Phase I ESA
report. Troy Risk will provide the client with one paper copy and an electronic copy of
the final report. Additional copies of the report can be provided at a cost of $25 each.
Client Responsibilities and Proiect Conditions
The above scope of work is dependent on the following conditions:
· Troy Risk will not be responsible for defining the legal limits of the project site
property. The client will define the project site.
· The Phase I report is prepared for and may only be relied upon by the client.
Reliance by additional parties is only available by amendment to this contract.
ProlectCosts
Troy Risk will perform the above scope of work for a lump sum of $1,250.00. This lump
sum will not be exceeded unless unexpected conditions are encountered or the scope of
work is changed. This contract is subject to the Terms and Conditions attached to this
proposal.
Our professional services will be performed, our findings obtained and our
recommendations prepared in accordance with customary principles and practices in the
field of environmental science and engineering. This warranty is in lieu of all other
warranties either expressed or implied.
Please acknowledge the scope of this contract by signing and dating the attached proposal
acceptance sheet. Please also indicate on the acceptance sheet whether recommendations
should be included within the Phase I ESA report.
If selected, Troy Risk is prepared to complete this work to the satisfaction of the client.
We look forward to working with you on this project. If you have questions with regard
to this proposal please call (317) 570-6730.
Sincerely,
TROY RISK, INC.
Brad K. Lewis, CHMM
Senior Scientist
Paul Tr6/,ySP? .,
Princ~al Geologist
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Troy Risk. blc. F^ [