JRM Environmental Inc./UtilitiesJRM ENWRONIANTAL.INC.
D? AS TO
;L Utitlties,Department ?
Appropriation 41-7362;05 P.O. #S 11068 FO Y: Gd!
Contract Not To Exceed $3,750:00,
AGREFMENTFOR"PROFESSIONAL SERVICES
TINS AGREEMENT'FOR PROFESSIONAL SERVICES. ('`Agreemetit') is bereby.made and
entered into by and between the City of Carntel;,Indiana', acting.by and through .its_Board of Public Works
and Safety (hereinafter,"City"), and.JRM"ENVIRONMENTAL, TNC, (hereinafter "Professional" );
RECITALS
WHEREAS City'owns and_ is responsible for the operation and maintenance of `its property,
personnel,, public works and:infrastructure; and
WHEREAS, 'from time to time, City needs professional assistance 'in fulfilling its foregoing
responsibilities; and
WHEREAS, Professional is experienced' in providing and desires to. provide. to City the
professional services:("Services");referenced herein and
WHEREAS;, City desires to engage'ProfessionaI as an independent contractor for,the purpose of
providing'j,o City,the'Services referenced herein;
NOW, THEREFORE, in consideration of the foregoing recitals„and the coyepants,and conditions
set forth Herein, City and Professional_ mutuallytagree as,follows
SECTION 1. INCORPORATION OF RECITALS
The foregoing Recitals are,hereby incorporatednnto!this Agreement an&made, aspart.hereof.
SECTION 2. SCOPE OF SERVICES
2.1 City desires to engage Professional as an independent contractor for the Services, set. forth in.
attached-Exhibit A,-incorporated herein by this reference.
2.2 Professional understands and agrees, that City-may, from time to time; request Professional' to
provide additional or, modified Services to City. When City desires additional Services from
Professiorial,,the City shall notify Professional of such additional :Services desired, as well as the,
time-frame in which same are to be provided. Only after City has approved Professional's time
and.cost estimate for-'the.provision of such additional Services, has encumbered sufficient, monies
to pay frinsame, and;has authorized. Professional, in writing, to provide such additional Services,
shall such Services be provided by Professional to City. A copy of the City's, authorization
documents for the purchase of ad'clitional Services shall be numbered and.atfached hereto in the
order in which.they-are approved,by-City.
2.3 Time is?ofthe-essence ofthis Agreement:
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SECTION 3. CITY'S RESPONSIBILITIES
3.1 City shall provide such information, as: is reasonably necessary for Professional to understand the
Services requested,
32 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 Frofessional,to perform the Services:
3:4. City shall designate payment of the Services:from City budget appropriatron.number 01-7362-05
funds.
3.5 City shall designate.th e,Maly or or'his duly authorized representative to acron City's behalf on all,
matters regarding; the Services.
SECTION 4, PROFESSIONAL'S RESPONSIBILITIES
4.1 Professional shall perform the<Services pursuant twthe terms of=this A_grcement and within any,
applicable timeTand cost estimate.
4.2 Professional shall coofdipate, with City.its?performance-of the Services.
4.3 Professional shall provide the Services by following and applymg,ai all times reasonable and
lawful standards°as accepted in thk;industry,
SECTION 5: COMl?ENSATION
5.1 Professional estimates that thetotal price,for the,Services to be.provided to City hereunder shall be
no more than Three. Thousand Seven Hundred Fifty Dollars ($3;75000) (the '"Estimate")..
Professional shall submit an invoice, to: City no more than once. every thirty (30) days for Services
provided'Cityduring the time period encompassed bysuch invoice., Invoices shall be submitted on
a form containing the same information as. that contained on the.Professronal Services. invoice
attached hereto-as'Exhibit B; incorporated herein by this reference: City shall pay. Professional for
all undisputed Services Tendered .andstated an 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' (Na) of-such':,unpaid and
undisputed invoice amount, for each month Same remains unpaid.
5.2 Professional agrees not to provide: any'Seryices to City that would cause the total cost of same to
exceed' the. Estimate; without Citys prior written consent.
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JRM ENVIRONMENTAL INC.
Utilities Department
Appropriation 401-7362-05 P.O. #S 11068
Contract Not To Exceed $3,750.00
SECTION 6. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1
hereinbelow, this Agreement shall be in effect from the Effective Date through December 31,
2008, 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.
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 Party 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 byany 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.
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JRM ENVIRONMENTAL INC.
Utilities Department
Appropriation #01-7362-05 P.O. #S 11068
Contract Not To Exceed 53,750.00
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
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 specifyingsame; 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 from
any failure by Professional to do so. This indemnification obligation shall survive the termination
of this Agreement.
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JRM ENVIRONMENTAL INC.
Utilities Department
Appropriation #01-7362-05 P.O. #S 11068
Contract Not To Exceed $3.750.00
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 employient 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,
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This
indemnification obligation shall survive the•1ermination of this Agreement..
7.11 Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that provision 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:
City of Carmel
Department of Administration
One Civic Square
Carmel, Indiana 46032
ATTENTION: John Duffy
PROFESSIONAL:
JRM ENVIRONMENTAL, INC.
P.O. Box 926
Brownsburg, Indiana 46112
ATTENTION:
Douglas. C. Haney
Carmel City Attorney
One Civic Square
Carmel, Indiana 46032
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JRM ENVIRONMENTAL INC.
Utilities Department
Appropriation #01-7362-05 P.O. #S 11068
Contract Not To Exceed $3,750.00
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 parties agree that, in the event a lawsuit is filed hereunder, they
waive any right to a jury trial they may have, agree to file 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.
7.15 Waiver.
Any delay or inaction on the 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 nor 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 conflicts 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.
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J[,M ENVIRONMENTAL INC.
Utilities Department
Appropriation 901-7362-05 P.O. #S 11068
Contract Not To Exceed $3,750.00
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 obligations with respect to use, copying, protection and security of
Professional's property.
7.22 Personnel.
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 records 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 compleie 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.
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JRM ENVIRONMENTAL INC.
Utilities Department
Appropriation #01-7362-05 P.O. #S 11068
Contract Not To Exceed $3,750.00
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: John Duffy
iYOT RICN_ /-//-
James Brainard, Presiding Officer
Date:
Mary Burke; Iv?embei _O
Date: `?
Lori S.
Date:
a /b6
JRM ENVIRONMENTAL, INC.
Author .ed ignature
Printed Name: Tj6, j I - rat er
Title: irrl2iar
FID/TIN:
SSN if Sole Proprietor:
Date:
ATT ST:
FDa a Cordray,I M Clerk-Treasurer
V
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Professional Services A rg eement
This Professional Services Agreement entered into by Robin.L. Feller, Chief Executive Officer, doing business
as .IRM ENVIRONMENTAL INC, with her principal place of business at 26 Parkwood Drive, Brownsbure,
Indiana (mailing address: P.O. Box 926, Brownsburg, Indiana 46112-0926 (hereinafter known as "Consultant")
and The City of Carmel, with principal place of business at Carmel Wastewater Treatment Plant, 9609
Hazel DelPParkway, Carmel, Indiana (hereinafter known as "Client")
Whereas the Consultant and the Client desire to contract for professional services in the area of environmental
permitting, environmental sampling, environmental consulting, and administrative research.
NOW, THEREFORE, the above named parties enter into this Agreement upon the following terms and
conditions:
Provisions
I. Duties of Consultant
The Consultant shall provide the services listed in Appendix A ("Statement of Work"), which is attached
and hereby incorporated into this Agreement
2. Consideration
The Consultant shall be paid $ 75.00 U.S. Dollars per hour for all. professional services performed,
not-to-exceed $3,750s
a See Attached Proposal
3. Payment
The Consultant shall submit claim vouchers/statements for services performed on a monthly basis after
services billed are completed. Payment shall be made to Consultant upon receipt of properly prepared
invoices.
The Consultant's billing(s) shall'include separately listed expenses for reasonable out of pocket
expenses not including mileage or parking fees incurred. Iternized expenses and corresponding receipts
shall accompany any/each billing invoice.
4. Term
The term of the contract shall commence upon execution by the Consultant and a duly authorized
representative or agent of the Client, and end in 12 months. Different projects within this term period
will require a new "Statement of Work" to be completed, The term may be extended upon written
agreement of the parties at the same or other consideration.
5. Independent Consultant
The Consultant, in the performance of this Contract, will be acting in an individual capacity and not as
agent, employee, partner, joint venturer or associate of another principal. The employees or agents of
one party shall not be deemed or construed to be the employees or agents of the other party for any
purpose whatsoever. Neither party will assume any liability for any injury (including death) to any
person, or any damage to any property arising out of the acts or omissions of the agents, employees, or
subcontractors of the other party. The Consultant is solely responsible for making any and all worker's
compensation, unemployment, income or other tax withholdings or any other payroll deductions for
1
"EXHIBIT ti --9'
individuals performing work under this Contract. Individuals performing
work hereunder are employees of the Independent Consultant.
6. Work Standards
The Consultant agrees that it will, in providing services under this Contract, execute its respective
responsibilities by following and applying at all times the highest. degree of expertise and skill found
among those who provide such services with the applicable profession, and follow and apply at all times
the highest professional and technical guidelines and standards to services rendered, and fully
understands that the Client has relied on the Consultant's.expertise and skill with regard to these
services.
Substantial Performance
This contract shall be deemed to have been substantially performed only when fully performed
according to its terms and conditions and any modification thereof.
8. Consultant Personnel
a The.Consultant shall at all times employ qualified and sufficient personnel to perform the
contracted services in the manner and within the period of time requested.
b. In the event that the consultant is an individual, that individual shall be considered a key person
and as such essential to the contract.
C. Nothing shall prevent the consultant from using the services of others to perform tasks ancillary
to those tasks which directly require the expertise of the key person. Such ancillary tasks include
secretarial, clerical and common labor duties. The consultant shall at all times remain responsible for
the performance of all necessary tasks, whether performed by a key person or others.
9. Progress Reports
The consultant may be requested to submit progress reports to the Client upon request. The report will
be oral unless upon receipt of the oral report should deem it necessary to have it in written form. The
progress report shall serve the purpose of assuring that work is progressing in line with schedule, and
that completion can be reasonably assured on the scheduled date.
10. Changes in Work
In the event that either party requires a major change in scope, character or complexity of the work after
the work has progressed, adjustments in compensation to the contract shall be determined jointly.
Consultant shall not commence"the additional work or the changes of the scope of the work until
authorized in writing by-the Client. No claim for additional compensation shall be made in the absence
of a prior written approval executed by all necessary signatories.
11. Modifications
This Contract maybe modified only by written instrument duly executed by an authorized representative
of the Consultant and the legally authorized representative of the Client.
?LXHIBIT 2?? '?
12. Disputes
a. Should any disputes arise with respect to this Contract, the Consultant and the Client agree to act
immediately to resolve any such disputes. Time is of the essence in the resolution of disputes.
b. The Consultant agrees that, the existence of a dispute notwithstanding, it will continue without
delay to carry out all its responsibilities under this Contract which are not affected by the dispute.
Should the Consultant fail to continue without delay to perform its responsibilities under this Contract in
the accomplishment of all non-disputed work, any additional costs incurred by the Consultant or the
Client as a result of such failure to proceed shall be bome by the Consultant. If the Consultant and the
Client cannot resolve a dispute with ten (10) working days following notification in writing by either
party of the existence of said dispute, then the following procedure shall
apply: Mediation
13. Confidentiality of Information
The Client understands and agrees that data, materials and information disclosed to the Consultant may
contain confidential and protected.data. Accordingly, the Consultant promises and assures that data,
material, and information gathered, based upon or disclosed to the Consultant for the purpose of this
Contract may not be disclosed to others or discussed with other parties without the prior written consent
of the Client.
14. Confidentiality of Data, Property Rights in Products
and Copyright Prohibition
The Consultant further agrees that all information, data, findings, recommendations, proposals, etc., by
whatever name described and by whatever form therein, secured, developed, written, or produced by the
Consultant in furtherance of this Contract shall be the property of the Client, and the Consultant
specifically waives and releases any cognizable property right in the Consultant to copyright or patent
such information, data, findings, recommendations, proposals, etc.
15. Ownership of Documents and Materials
All documents, records, programs, data, film, tape, articles, memos and other materials developed by
Consultant under this contract will be the property of the Client.
The Consultant shall maintain all books, documents, papers, accounting records, and other evidence
pertaining to the cost incurred and shall maintain such materials available at theirrespective offices for
three (3) years from the date of final payment under the Contract.
16. Notices
Notices to either party shall be in writing to the address indicated above or at such other address as
either party may later designate for itself in writing. Notices shall be deemed effective when received,
or 24 hours following the date of postmark, if sent by prepaid certified mail, return receipt requested.
17. Taxes
The Client will not be responsible for any taxes levied on the Consultant as a result of this Contract.
18. Insurance
The Consultant understands and acknowledges that it will maintain private or any other
'XHIBIT 3?? ,?
insurance with regard to this Contract.
19. Compliance with Laws
The Consultant agrees to comply with all applicable Federal, State, and local rules and regulations, or
ordinances, and all provisions required thereby to be included herein, are hereby incorporated by
reference.
20. Governing Laws
This Contract shall he construed in accordance with and governed by the laws of the State of Indiana
and suit, if any, must be brought in the State of Indiana.
21. Indemnification
The Consultant agrees to indemnify, defend, and hold harmless the Client and its agents, officers, and
employees from all claims and suits including court costs, attorney's fees, and other expenses, caused by
any act or omission of the Consultant and/or its subcontractors, if any. The Client reciprocates the terms
of this indemnification.
22. Publicity
The Consultant shall not refer to the existence of this Contract in any press release, advertising or
materials distributed to prospective customers, without first obtaining the prior written consent of the
Client, which is similarly bound.
23. Waiver of Rights
No right conferred on either party under this Contract shall be deemed waived and no breach of this
Contract excused, unless such waiver or excuse shall be in writing and signed by the party claimed to
have waived such right.
24. Non-Collusion and Acceptance
The undersigned attests under penalties of perjury that she is the contracting party, or that she is the
representative, agent, member or officer of the contracting party, that she has not, nor has any other
member, employee, representative, agent or officer of the firm, company, corporation or partnership
represented by her, directly or indirectly, to the best of her knowledge, entered into or offered to enter
into any combination, collusion or agreement to receive or pay, and that she has not received or paid,
any sum of money or other consideration for the execution of this Agreement other than that which
appears upon the face of the agreement.
25. Covenant Against Contingent Fees
The Consultant warrants that no person or selling agency has been employed or retained to solicit or
secure this Contract upon a Contract, or understanding for a commission, percentage, brokerage, or
contingent fee, excepting bona fide employees of the Consultant for the purpose of securing business.
26. Force Majeure; Suspension and Termination
In the event that either,party is unable to perform any of its obligation under this Contract or to enjoy
4 2XHI BIT '?? »
any of its benefits because of (or if failure to performs the services is caused by) natural disaster, actions,
or decrees of governmental bodies, personal or family sickness or communication line failure not the
fault of the affected party (hereinafter referred to as a "Force Majeure Event'j, the party who has been
so affected shall immediately give notice to the other party and shall do everything possible to resume
performance. Upon receipt of such notice, all obligations under this Contract shall be immediately
suspended. If the periodof nonperformance exceeds thirty (30) days from the receipt of notice of the
Force Majeure Event, the party whose ability to perform has not been so affected may, by giving written
notice, terminate this Contract.
27. Termination for Convenience
This contract may be terminated, in whole or in part, by the Consultant whenever, for any reason, the
Consultant determines that such termination is in the best interest of the State. Termination of services
shall be affected by delivery to the Client of a Termination Notice at least thirty (30) days prior to
termination effective date, specifying the extent to which performance of services under which such
termination becomes effective. The Consultant shall be compensated for services herein provided but in
no case shall total payment made to the Consultant exceed the original contract price or any price
increase be allowed on individual line items if canceled only in part prior to.the original termination
date.
28. Authority to Bind Consultant
The signatory for the Consultant represents, warrants and assures that he or she has been duly authorized
to execute contract on behalf of the Consultant to make this Contract fully binding on the Consultant
when his or her signature is affixed heieto..
29. Severability
Should any provision of this Contract be found invalid, ineffective or unenforceable under present or
future law, the remainder of the provisions shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
30. Counterparts
This Contract may be executed simultaneously in two counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument.
31. Entire Agreement
This Contract, together with appendixes and other attachments referenced herein, constitutes the entire
understanding between the parties with respect to the subject matter of this Contract; all prior'
agreements, representative, statements, negotiations, and undertakings, whether written or oral, are
superseded hereby.
•Se61enl 1'+)
This agreement, in ( j pages, is entered into this d? I day of F;-6. 2008.
Signature Signature
X
Position, Company Name
Robin L. Feller, Consultant
Chief Executive Officer
JRM ENVIRONMENTAL INC
LXHIBIT ?` fa
Proposal for Environmental Permitting Services for
the Carmel WWTP, Hamilton County
JRMEnvironmenlal Inc. orel. 317-971-6500•Fdr.317-852-4312
Background
Robin L. Feller worked at the Indiana Department of Environmental Management (IDEM) for more than
ten years in several sections involving various activities, such as, facility construction permitting,
enforcement, compliance and program management in the Office of Water Quality. Her last position at
FDEM was as a Senior Environmental Manager for.the Facility Construction Section. This combination of
government work experience, and her proven communication, problem solving and leadership skills, have
given her an effective insight into the processes of government and has allowed her to develop a good
working relationship with governmental staff.
Robin started JRM Environmental in 2000, and for eight years has developed it into a company that
services the needs of a variety of clients, providing them with the highest quality consulting and permitting
services.
JRM Environmental Inc.
1RM Environmental Inc. specializes in obtaining environmental permits, and providing regulatory
consulting for municipalities, industries, businesses, and engineering firms. 1RM also assists clients with
environmental permits, approvals, and negotiations with state agencies, primarily the Indiana Department
of Environmental Management NPDES permitting, water quality issues and sampling services comprise
the core of JRM's business along with permit management and program development activities. JRM is
dedicated to providing its clients with high quality, reliable environmental services.
Scope of Work
JRM Environmental inc. will provide the following permitting, coordination and negotiation services for
obtaining anNPDES renewal permit for the City of Carmel:
The following activities will be performed to accomplish the above-mentioned tasks:
e Hand deliver all application materials to the appropriate state officials.
• Review all past permitting materials, state reports and data.
• Compile.needed information for the formal application of obtaining NPDES permit.
• Complete the NPDES application and forms.
• Attend meetings with Carmel W WTP staff and IDEM permitting staff when needed.
• Create all maps, a flow diagram and all other necessary application materials in order to
obtain an NPDES permit.
Performed any activity to complete the NPDES permitting process.
e Negotiations with state officials regarding the NPDES and the resolution of permitting
issues.
Negoiate the following NPDES permit items in particular.
• Effluent DO daily minimum limits remain 5.0mg/L summer & 4.0 mg/L winter. Not as written in
the proposed upgrade letter dated 9/15/2006
JRM EnvironmentaloP.O. Box 928•8rownsburg, Indiana 46112.317-971-6500 ; ax 3j 852-43126/? )3
a? 199 [(
• Mercury monitoring and reporting be eliminated or the frequency reduced.
• Bioassay Testing be eliminated - or at least just most sensitive species be tested annually as in our
current permit. Pg 14.d.
• SIU inspection, sampling and analysis are reduced to less than the SIU requirement for sampling
and analyzing. Pg 37.C.2.a
Cost for Services
The total not-to-exceed cost for the above-mentioned professional services scope of work
will be a total of $3,750, based upon 50 hours of work at $75 an hour. Invoices will be
billed monthly for the time expended, until the project is complete. Any governmental
fees for permitting or processing, must be supplied by the client in advance, so that the
client's checks can accompany application materials. JRM Environmental is not
responsible for any fees or supplying these fees at time of application. The'clientwill be
notified for the need of any fees in advance. Any administrative hearings and/or
meetings due to an appeal being filed will be billed at an additional charge, after approval
by the client. Appeals and activities surrounding appeals are not covered in the above-
mentioned scope of work. Antidegredation demonstrations are not covered under this
contract and any work regarding this yould be outside the scope of this contract.
JRM Environmental.P.O. Box 926•Brownsburg, Indiana 46112.317-971-6'580„ akj 2-4312 ??? 11
03/10/2008 09:25 jl/b/1katA URKML. LNw WLrw Ir¢I
EXHIBIT B
Invoice
Nitine of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Person Providing Dalt Goods/Services Provided
Goods/Services Goods) (Describe each good/service
Service separately and in detain
Date:
Cost Per Hourly
Item Rate/
Hours
Tot2l
GRAND TOTAL
Signature
------------
.Printed Name
e3/10/2008 09:25 31757124tl4
?.MICPIGI. ?LI-wv V I _ i? I
EXHIBIT C
INSURANCE COVERAGES
Statutory'Limi&
Worker's Ccirnperisetion 8i Disability
Employer's, Liability:
Bodily Injury by AccidentTisease; $106,000 each employee
$250;000 eseb accident
Bodily lnjuryby,Accident/Disease: $SOO,000poiicyiimit
Bodily:Wury by, Accideni'Oisease:
property damage,: contractual liability:
products-completed operations:
Q,meraiAggregatetimit(cdletthen $500,000
Produc15/Cnmpletred Operations): $500;000
Products/Complcted'OP&`60w7
Personal & Advertising lniury $500,000
Policy,Limit:. $250,000
Each Occurreli
1 1. 1. cgLmnit: $250,000
FileDamage(any, one fire): $ 50,000
Medical-Expense Limit (anyoac; petsort)
Comprehensive Auto Liability(Ovined, hirediand'non-&w )
Bodily Single Limit:
Injury aad property damage:
Policy Limit:
$500,040 each accident
$500,000 each amidebt
$500,000
Umbrella Excess Liability
Each, occurrence and aggregate:
Maximum deductible:
$500;000
$ 1:0,000
CORD CERTIFICATE-OF LIABILITY INSURANCE OP ID'EX °ATE rMM DOIYriY)
JEM-001 0313 081
PRODUOM THIS CERTIFICATE 1S ISSUED, AS A MATTER OF INFORMATION
EZA ONLY AND CONFERS NO RIGHTS,UPONTHE CERTIFICATE
Darlene 'Dorsey HOLDER.'THI&CERTIFICATE'.DOES NOT AMEND, EXTEND OR
139: Chatsworth Ave Suite 2 ALTER THE COVERAGE AFFORDED BY•THE. POQC1ES BELOW.
Lwmhmont NY 10538
Phone.914-833-5100 Fax:914-833.5102 I INSURERS AFFORDING COVERAGE 'NAIC9
WSURED MSURERA: sEsvYait ins,u?,=e _crmmpany I
INSURER B:
'JAM Environmental' Inc.
8obin Fuller INSuREIR C-
rkwood Drive .
B
112
" rlsuReR.D.
rovn
Brownahurg,;:YN
46
INSURER E
LXIVFRAf FC
THE POLICIES OF INSURANCE. LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INCOATED NOTWITHSTANDING
T
CERTIFICATEMAVBBISSUED OR
ANY CONTRACT OROTHERODOUTA WHIZRESPECTTOPI
ANY REQUIREMENT TERM ORGONDITIDN
ERM
U
8'
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POMCIES DESCRIBED HEREIN is IS S SUBJECT TO ALL THE TEFMS,'EXCLUEIONB ANO CANoITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY SLAVE BEEN REDUCED OV PAID CLAIMS:
N NSRO TYPE OF INSURANCE POLICY NUMBER '. OATFjMM1ODP(Y D DA MMIDD GETS
GENERAL LIABILITY EACHDCCURRENCE 61.000.000
X X X, COMMERCIAL GFIJERAL UASILITY PEC9049632701 03/13/08 03/13/,09 PREMISES'TEa ot?rrn®) 6:.100.000
CLAIMS MADE X?OCGUR MEOIXPIAMene yaimn) S'SQQO
X X' Prof Liability PEC904632-'01 03/13/08 D3/1.3/09 PERSONALa'ADVINUURY is 1.000.000
X X Cant Poll Liab PEC_ 904632..-01 03/13/08 D3/13/09 GENERAL'AGGREGATE s2.000..000.
GEN'E AGGREGATE LIMIT APPLIES PER PRODUCTS - CQMPIOP AGG _S`2.000J000
X PGLICY I,PEa_ LOC. '
AUT OMOBILE LIASILD'Y COMBINED SINGLE LIMIT
(E.
a"Odm
ANYAUTO ,
ALL OWNED AUTOS BODILY INJURY
'_'
IPeT person)
SCHFOULEDAUTO$
HIRED AUTOS BODILY INJURY
_
NON-OWNED AUTOS yrPar or?]iiitlam)
=PROPERTY DAMAGE S
{Per ecMeM) .
OpF OF LIARIUw AUTO ONLY-EA AOOIDENT .S
ANY AUTO OTHER :THAN EA ACC A
AUTOONLY:' AGG 15
EYCESSNMINELLA LABUJTY EACHCCCURRENCE $
OCCUR CLAIMS MADE 'AGGREGATE 5
5
DEDUCTIBLE S
RETENTION $
I
S
WORKERS COMPENSAAON AND TORY LIMITS IER
EMPLOYERS'LWRILnY EL'EACHACCI OENT 'S
ANY PROPRIETOR/PARTNERl FCUTIVE
OFFICERIMEMBERE%CLIJDED7
ELOISEASE-EA EMPLOYE
S'
11 eadF.w a uoer
BECIALPROVISICNsb.l.'
0ISEA5E- POLICY LIMIT
S
OTHER
DESCRIPTION OF OPERATIONS) LOCAnoNs IVEHICL )ESCLOSIONS ADDED BY ENDORSEMENT/SPECIALPROVISIONS
The City of -Carmel ie named as.. an additional insured under the-,policy.
CERTIFICATE HOLDER. - CANCELLATION
IMPORTANT
If the cert ficate,holder is an ADDITIONAL`INSURED„the policy(ies) must be endorsed. A statement
on this certificate does notconfe'ights.to thIa cerlificate ho€def in lieu'of"such endorsement(s)'.
If SUBROGATION IS WAIVED;•subject tb the terms and conditions of the. policy,; certain policies;may
require an endorsement: A statement on this certificate does not confer rights to the certificate'
holder in lieu of suclh'endcrsement(s).
DISCLAIMER
The Certificate of Insurance on-the reverse side. of This,form does:not constitute a contract between
the issuing insurer(s), authorized representative or-producer, anddhe certificate holder, nor does it
affirmatively or negatively amend, extend oralter .the coverage afforded by the policies Ilstedihereon.
April 2;,2008
Mr. Robin. L. Feller
JRM CIVVIRONM_ENTALfNC
P.O. Box 926
Brownsburg, IN 468,12
RE: Agreement,for Purchase of Goods, and-Services
City of Carmel, Department of Utilities
No. 04,02..08.01
Dear Mr.-Feller;
On April 2, '2008 the Board of Public Works- and` `Safety approved the aboye-referenced
contract(s) with your-company. Cnclosedwis a fully executed copy for your., record's,
Please review the enclosed sample invoice, Exhibit B of your contract. Although we do not
require you to use this.specificsform; we do ask that you please,submit,the information' requested
on the sample invoice•in a similar layout-when submitting,aninvoice invoice,for -services rendered. This
format replaces, any other. form previously used.by the City andIs-effective upon approval of your.
contract.
If you have any questions or concerns, please do not hesitate to contact me at- 3.17.571:2628.
Thank you for your attention to the. aboverreferenced matters.
Sincerely,
Sandra Johnson
Deputy Clerk-Treasurer
Enclosures