Keramida/EngrKERAMIDA CO. I v. 09 . D
Engineering Department - 2009 APPROVED
Appropriation 'x1205-43401: P.O.019805 FORM BY:
Contract Nat To Exceed $22,193.00
AGREEMENT FOR. PROFESSIONAL-SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (`Agreement") is hereby made and
entered.inio:by;and between the"City of Carmel, Indiana, acting-by'and through its Board of Public Works
and Safety (hereinafter "City'), and KERMIDA (hereinafter "Professional").
RECITALS
WHEREAS City,owns and,i" 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 Jo engage Professional. as an independent contractor for the purpose of
providing to City.the Serviws.refereneed herein;
NOW, THEREFORE, in consideration of the foregoing,recitals. and the; covenants and conditions
set forth herein, City and Professional mutualiy agree as,follows:
SECTION 1. INCORPORATION OF RECITALS
The foregoing; Recitals are hereby incorporated'into this,Agreement-and.made a part'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
Professional, the City shall notify Professional of su6b additional Services desired,. as well as the
time frame in which mme.>are to be'-provided. Only after City has approved Professional's time
and cost estimate,forthe provision of, such additional Services, has encumbered sufficient monies
to pay for same, and has authorize.d Professional, in writing, to provide; such additional Services,
shall such Services be provided. by Professionai to 'City. A copy of the City'.s authorization
documents, for the purchase of ;additional Services shall be-numbered and attached' hereto in the
order in which'they are approved by City.
2.3 Time is of the essence.of this Agreeirtent.
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KERAMIDA
Engineering Department-2009
Appropriation #120543401; P.O. #19805
Contract Not To Exceed $22,193.00
SECTION 3. CITY'S RESPONSIBILITIES
3.1 City shall provide such information as is reasonably-necessary for Professional to-understand..the
Services requested.
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_•number 1205-43401
funds.
3.5 City shall designate the Mayor or his duly authorized representativeto action 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•tiine and cost estimate.
4.2 Professional shall coordinatepwith 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 he provided to City hereunder shall be
no more than Twenty Two Thousand One Hundred.Ninety Three Dollars ($22;193.00) (the
"Estimate"). `Professional shall submit an -invoice to-City no more thawonce 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 Exhibid3; incorporated herein bythis 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 undisputcd,invoice.amountfor each 'month,•same,remains. unpaid.
5.2 Professional agrees not to Provide.anyServices to City:drat would cause the,total cost of same to
exceed the Estimate; without,City's prior written'capseiit.-
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KERAMIDA
Engineering Department -2009
Appropriation #1205-43401; P.O. #19805
Contract.Not To Exceed $22,193.00
SECTION 6. TERM
Unless otherwise terminated in accordance` with the tennination'provisions.set forth in Section 7.1
hereinbelow, this, Agreement shall' be in effect from the Effective Date through `December 31,
2009, and shall, on the'first.dayof each -January thereafter, automatically,renew fora period of one
(1) calendar year, unless otherwise.agreed bythe parties,heieto.
SECTION 7. MISCELLANEOUS
7.1 Termination.
7.1.1 The obligation to provrdeAl of anypoi7ioii'of the Services under this, Agreement maybe
terminated' by City, or Professional, ,without ,cause, upon thirty (30) days' notice.
7.1.2 The obligation to provideall-or any portibn 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 terminaiion.'thai 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 Bindint= Effect.
City and Professional, and their respective officers, officials, agents; partners and successors in
interest are bound to the other as.to a11,Agreement terns, conditions and obligations.
7.3 No Third Partv Beneficiaries.
Nothing contained herein shall be, construed to give rights or bene5ts,to anyone other than the
parties hereto.
7.4 Relationship.
-The relationship of the parties hereto shalt 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:a3l..cos6 .fees, expenses and/or damages incurred by
City as a result of any claim for. wages, 'beitefits or otherwise by any agent,: employee;or contractor
of Professional- regarding or related to the4subject matter of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
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KERAMMA
Engineering Depanrnent - 2009
Appropriation #1205-43401; P.O. #f405
Contract Not To Exceed $22,193.00
7.5 Insurance.
Professional shall procure and. maintain with, an :insurer licensed to do business in the State of
Indiana such insurancc 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 ofany:injury to or destruction of property, including, but not limited to,
any loss of use resuitirig therefrom. Ttie coverage amounts sliall"be no less than those amounts.set
forth on, attached Fxhibit C. Such. insurance policies sl iall_ not°bc canceled without thirty (30)
days' prior written ,notice to. City.
7.6 Liens.
Professional shall not cause or p&ruitthe filing of any lied on any of City's property. In the event
such a lien is-filed and Professional faiis.to remove it within ten (i0) days. after the date of filing,
City shall have _theright 'to pay or, bond.over such lien at P. ofessional'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) fail's 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; of (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 ah.evcritof default-hereunder; City shall have jhe tight to,tenninate,all or-any
part of this Agreement; without liability to Professional and to exercise any other rights or
remedies available to it at law orin 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 refererice, to keep all of Professionals' required
professional licenses and certifications valid.and`eurrent, and to indetnnify.and hold harmless City
from any and all losses,;damages, costs, liabilities, damages, cgstsand 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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KERAMIDA
Engineering Department - 2009
Appropriation #1205-43401; P.O.#19905
Contract Not To Exceed $22,193.00
7.9 indemnification.
Professional snail indemnify and hold harmless City and its officers, officials, employees and
agents fiona 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 of contractors in the performance of
this Agreement. This indermmiiication-obligation shall survive the termination of this Agreement.
7.10 Discrimination Prohibidon.
Professional represents and warrants that itand.each of its emplgyees,.agents and, contractors shall
comply wish 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 heceunder'because of Mee, religion, color, -sex, handicap,
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This
indemnification obligation shall survive the termination of this-Agreement.
7.11 Severability.
If any provision of this Agreement,is held to be :invalid, illegal or unenforceable by a, court of
cotripetent 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 orother correspondence, required or allowed to be sent pursuant to this
Agreement shall be written and either hand-delivered or sent by prepaid: US: certified rnail,.retum
receipt requested,; addressed to the parties as follows:
CITY:
City of Carmel
Department of Administration
One Civic Square
Carmel, Indiana 46032
ATTENTION: Mike McBride
Douglas C. Haney
Carmel City Attorney
One Civic Square
Carmel, Indiana 46032
PROFESSIONAL:
KERMIDA
401 North College Avenue
Indianapolis; Indiana 46202
ATTENTION: Cheryl Apple
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KERAMIDA
Engineering Department - 2009
Appropriation 91205-434M P.0.#19805
Contract Not To Exceed $22,193 00
Notwithstanding the above, City may orally provide to Professional any notice rcgvir6d of
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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KERMIIDA
Engineering Depanment -2009
Appropriation41205-43501; P.0.419805
Contract Not To Exceed $22,193.00
IN WI'T'NESS 1VLIEREOF, 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
KERMIDA
BY:
7?vf ?i???-?
James Brainard, Presiding Officer
Date: S -?
Lori Wa Mem er
Date: _T/? (?°?
ATTEST:
Diana Cordray, AEI '-Clerk-Treasurer
Date: 0
BY
CL' ?o .
Authorized Si ature
Printed Name: e
Title: S
FID/i'IN: 35 17,53 1Co I
SSN ifSolc.P o netor:
Date: 3f0 9
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'ig
®: KERAMIDA
r," A Global El-IS Services Provider
401 North College Avenue
Indianapolis, Indiana 46202
(317) 685-6600 9 'Fax (317) 685-6610
1-800-508-8034
keramida@keramida.com • wwnv.keramida.com
February 16, 2009
Michael T. IfvIcBride, P.E.
City Engineer
City Of Carmel, Indiana
One Civic Square
Carmel. IN 46032
Re: NEPA Evaluation and Documentation
Hazel Dell Parkway from 126"' Street to 146`h Street
Carmel. Hamilton County, Indiana
KERAtIMIDA Proposal No. P14702
Dear Mr. (McBride:
Keramida Environmental. Inc. (KERAMIDA) is pleased to present this proposal to complete the
environmental assessment and documentation for the above-referenced road project in Carmel,
Indiana. It is our understanding the Project will include federal and state transportation funding
and, therefore, requires National Environmental Policy Act (NEPA) evaluation of potential
impacts of the project on the natural and human environments. KERAMIDA is certified by the
Indiana Department of Transportation (IN-DOT) and the Federal Highway Administration
(FHWA) to conduct NEPA documentation, and we have completed such documentation for
many transportation-related projects.
It is our understanding the Project includes the following elements:
• Reconfiguration of the roundabouts at 126°i Street and 131 ' Street
• Added travel lanes from 131" Street to 146t1i Street (1.5 miles)
• Roundabout construction at Avian. Way
The Project is located in a fully developed area with a wide existing right-of-way (ROW). Less
than 0.5 acres in additional right-of-way is expected to be needed. Therefore, historic properties
or archaeological. resources are riot expected to be impacted by the Project. However, because
the Project includes more than one mile of added through traffic lanes, the Project will require a
Level 3 Categorical Exclusion (CE) as defined by INDOT. 'File proposed cost,and schedule for
the project are based oil the level of effort needed to complete a Level 3 CE.
KERAMIDA will conduct all work necessary to complete the INDOT CE environmental
documentation. The CE includes assessment of potential Project-related impacts on the natural
and human environments, such as terrestrial habitats, threatened and endangered species,
waterways, wetlands, aquifers/groundwater, environmental justice communities, businesses,
residences, and other items as defined in the INDOT CE guidance. KF..RAMIDA will
' PROFI7AHILITP TIiROUG/I SMART COArSUI TIArGT"
INDIANAPOLIS. IN• CINCINNATI, Of • CHARLESTON, SC • SACRAyIFNTO, CA -A VILENS, GRGFCL• • ABU DI IABI, U.A.G.
1 31
"EXHIBIT 1 1( _
Zl9
Mr. Michael McBride Hazel Dell Parkway
February 16, 2009 NEPA Evaluation.and Documentation
Pave 2 of 2
subcontract with an INDOT-approved firm to complete the Section 106 Historic Properties and
Archaeological studies and documentation.
The cost to complete the Level 3 CE is $13,630, which includes the Section 106 studies and
documentation. All costs are, based on INDOT 2008-2009 rates. Fees will be invoiced on a time
and materials basis, not to exceed this amount.
KERAMIDA will conduct the site visit within one week of receipt of authorization to proceed.
The draft CE document will be submitted to you for review within five weeks of the site visit.
The draft CE document will be submitted to INDOT within two weeks of receipt of any
comments you may have on the draft document. Leve13 CE require review by both the INDOT
Environmental Seeping Manager and the INDOT Office of Environmental Services. which
typically take approximately 30 days.
This schedule is based on the assumption that no historic properties or archaeological resources
are present in the Project area that would require full Section 106 coordination with other
agencies. Design plans will be needed from you as soon as possible so that KERAMIDA can
prepare and mail the agency Early Coordination letters immediately after the site visit is
conducted.
Enclosed is our Proposal Acceptance Sheet and our. General Terms and Conditions. If you are in
agreement with this scope of work, cost, schedule, and terms and conditions, please sign and
return the Proposal Acceptance Sheet to us. If you have questions or need additional
information, please call me at (317)68 -6622. Thank you for the opportunity to propose on this
Project.
Sincerely,
KERAM DA Ev)irronmelital, Inc.
l tf a'2J lS? /?L+?1/?
LJJA
Christina Haviland
Senior Scientist
Enclosures
i6EXHIBIT Ail'-18 "
-?+$
KERAMIDA
A Global EHS Services Provider
PROPOSAL ACCEPTANCE SHEET
Description of Services: NEPA Evaluation and Docinnentation
Project Location: Hazel Dell Parkway from 126"' Street to 146"' Street
Cannel, Indiana
Project No. and Date: KEI Proposal No. P14702, February 16, 2009
FOR APPROVAL AND PAYMENT OF CHARGES: If approval and payment are not handled by the
same individual, please indicate the appropriate name(s).
Charge Invoice to tile Account of:
Firm/Company: City of Carmel, Indiana
Address: I Civic Square
City/State: Carmel, Indiana Zip: 46032
Attention: Michael McBride Phone (317) 571-2441
Title: CityEnaineer Fax #: (317) 571-2439
PAYMENT'VERMS:
Project Cost: $13,630
Retainer Fees - A retainer in the amount of $0 is to be paid to KEI,prior to the commencement of the
work, with the remainder of the fees due when invoiced upon completion of the project. For on-
going projects the remainder of the fees will be billed monthly based upon work performed.
Professional Fees K Expenses - Discount. of 2% net 10 days from receipt of invoice. A late
payment charge of 15%a per month will be added if payment is not made within 30 days of invoice
date.
PROJECT ACCEPTANCE: The Ternts and Conditions of this Proposal, including the -terms on this
page and the attached General Terms and Conditions are:
Accepted this day of
2009,
Print or type name of authorized representative.and title
Signature of authorized representative
"EXHIBIT 4-.315
n" A Global EHS Services Provider
GENERALTERIIS AND CONDITIONS
1. SERVICES TO BE PROVIDED. KERAMIDA Inc.. as an independent consultant, agrees to
provide Client for its sole benefit and exclusive use, consulting services set forth in our Proposal.
2. VALIDITY OF PROPOSAL. Iris understood that this proposal is valid for a period of ninety
(90) days. Upon the expiration of that period of time, KERAMIDA Inc. reserves the right to
review the proposed basis of payment and fees, to allow for changing costs, as well as to adjust
the time of performance to conform to workloads.
3. DEFINITIONS. \\rhen used herein, the terms "we", "us", or "our'' refer to Consultant and the
terms "you", "your", "he", "his", "it" and "its" refer to Client.
4. RIG-IT OF ENTRY K RIGHT TO PROCEED. Client grants a right of entry from time to
time to Consultant and Consultant's agents, staff, consultants, and contractors or sub-contractors,
for the purpose of performing and with the right to perform all acts, studies, and research
including without limitation the making of tests and evaluations, pursuant to the agreed services.
To the extent that the work to be performed for the Client requires access to property or real
estate owned by other parties, Client shall have responsibility for obtaining proper permission,
right of way, easements, or other agreements to allow us to go on site and perform any necessary
work.
5. PAYMENT. Invoices will be submitted on a monthly basis. Client agrees to pay invoice upon
receipt. Should payment not be received within 30 days, the amount due shall bear a service
charge of 1 1/2 percent per month or the maximum permissible under state law, whichever is
less. In addition, KERAMIDA Inc., shall be entitled to recover all costs of collection. including
court costs and reasonable attorney fees. if Client has any ohject- ions to any invoice or part
thereof submitted by Consultant, lie shall so advise us in writing giving his reasons within 14
calendar days of receipt of such invoice. No deduction shall be made front Consultant's invoice
on account of penalty, liquidated damages, or other'sums withheld from payments to contractors
or others. Payment of the invoice shall constitute final approval as to all aspects of the work
performed to date as well as the necessity thereof. In addition; KERAMIDA Inc. may, after
giving 14 calendar days written notice, suspendservices under any agreement until all past due
accounts have been paid.
6. SCOPE. (a) The proposed fees constitute our best' estimate of the charges required to
complete the project as defined. Except as provided in Paragraph 6(b) the project scope will not
be altered without mutual agreement. For many projects such as those involving process
development work, planning work. or environmental impact assessments, all activities are often
initially not fully definable. As the project progresses, the facts uncovered may dictate a change
in direction, which may alter the scope. KERAMIDA Inc. will promptly inform the client of such
situations so that negotiation of change in scope can be accomplished as required.
(b) Costs and schedule commitments shall be subject to renegotiation for unreasonable delays
caused, by the client's failure to provide specified facilities or information, or for delays caused by
`W?
"EXHIBIT 1 14(3-))
51?g
Unpredictable occurrences. for force majeure, such as fires. floods,. strikes, riots, unavailability of
labor or materials or services, process shutdown, acts of God or of the public enemy, or acts of
any governmental agency. Temporary work stoppage caused by any of the above may result in
additional cost (reflecting a change in scope) beyond that outlined in this proposal.
7. BILLING. Where the method of contract payment is on a time-and-material basis, the
following provisions shall apply:
(a) The minimum time segment for'charging of field work is four (4) hours. The minimum
time segment for charging of work done at the Keramida Environmental office is one-half
hour. There is no premium charge for overtime. Where applicable, rental charges will be
applied to the project to cover the cost of pilot-scale facilities or sophisticated apparatus,
instrumentation,.or technical equipment.
(b) Expenses properly chargeable to the work shall include: travel, transportation and living
expenses of personnel when away from the office on business connected with the project;
telephone and FAX charges; computer use charges; shipping and production costs;
reproduction work; field equipment use charges; and expendable materials and supplies
purchased specifically for the project. A ten.percent (10%) service charge of these services
will be billed to the client.
8. SUBCONTI ACTORS. When a subcontractor is used by KERAMiDA Inc. (such as
laboratories, well diallers, etc.), a ten percent (10%) service charge of the subcontractor's invoice
will be billed to Client.
9. TERMINATION. This agreement may be terminated in whole or in part in writing by either
party in the event of substantial failure by the other party to fulfill its obligations under this
agreement through no fault of the terminating party. providing that no such termination may be
effected unless the other party is given: (1) not less than fourteen (14) calendar days written
notice of intent to terminate, and (2) an opportunity for consultation with the terminating party
prior to termination. A final invoice will be calculated on the first or fifteenth of the month
(whichever comes first).following the effective date of cancellation.
(a) Where method of contract payment is based on time and materials, the final invoice will
include all services and direct expenses associated with the project up to the effective date of
cancellation. plus 3 percent of the billings to such date as a closeout cost.
(b) Where method of contract payment is "luntp sum", the final invoices will be based on the
percentage of work completed to the effective date of cancellation; plus 3 percent of the
billings to such date as a closeout cost.
(c) Where method of contract payment is cost plus a fixed fee, the final invoice will include
all costs to date of termination and a pro-rata share of the fixed fee plus 3 percent of the
billings to such date as a closeout cost.
The closeout cost referred to in subparagraphs 9a, b, and c is not to be considered as a
penalty, but represents an allowance for demobilization of personnel and equipment and shut-
down costs not available on short notice.
"EXHIBIT ? r sl a
VIS
10. DAMAGE AT SITE. We will not be liable for any property damage or bodily injury arising
from damage to or interference with surface or subterranean structures (including, without
limitation, pipes, tanks, telephone cables, etc.) which are not called to our attention in writing and
correctly shown on the plans furnished by Client-in connection with work performed under this
Agreement. Client recognizes that the use of exploration.and test equipment may unavoidably
affect and/or alter the terrain and affect subsurface, vegetation, buildings, structures and
equipment in, at, or upon the site. Client accepts the fact that this is inherent to our work and
will not hold us liable or responsible for any such effect and/or alteration.
11. STANDARD OF CARE AND WARRANTY. Professional services provided by
KERAMiDA Inc. will be performed, findings obtained, and recommendations prepared in
accordance with generally accepted professional practices.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESS
OR IMPLIED
12. INSURANCE. KERAN41DA inc. maintains workers' compensation and employer's liability
insurance for our employees as required by state laws. In addition, we maintain automobile.
liability insurance with a $1,000,000 limit, general liability insurance with a $1,000,000 limit for
each occurrence and an aggregate limit of $2,000,000, and professional liability insurance for
errors and omissions, as well as pollution liability coverage, with a per occurrence limit of
$1.000,000 and an aggregate limit of $2,000,000. KF..RAMiDA carries, furthermore, excess
umbrella liability insurance with an aggregate limit of 59,000,000, bringing the total coverage to
$10,000,000. A Certificate of Insurance can be supplied evidencing such coverage. We will not
be liable or responsible for any loss; damage, or liability beyond the amounts, limits; coverage, or
conditions of such insurance specified above.
13. SAM13LE HANDLING AND RETENTION. Generally, test samples or specimens are
consumed during the conduct of tests by laboratories. Client will be responsible for any sample
residue disposal costs, should such costs be charged by the laboratory.
14. HAZARDOUS SUBSTANCES AND CONSTITUENTS. Client agrees to advise us upon
execution of this Agreement of any hazardous substances or any condition existing in, on, or near
the site presenting a potential danger to human health, the environment, or equipment. Client
agrees to keep Consultant informed on this issue, as new information becomes available to the
Client in the future. By virtue of entering into this Agreement or of providing services
hereunder; we do not assume control of or responsibility for the site or the person in charge of the
site, or undertake responsibility for reporting to any federal, state or local public agencies any
conditions at the site that may present a potential danger to public health, safety or the
environment. Client agrees to notify the appropriate federal, state or local public agencies as
required by law, or otherwise to disclose, in a timely manner, any information that may be
necessary to prevent any danger to health, safety, or the environment. In connection with
hazardous waste, Client 2grees to the maximum extent permitted by law to defend; hold harmless
and indemnify Consultant from and against any and all claims and liabilities resulting from:
(a) Client's violation of any federal, state or local statute, regulation or ordinance relating to
the disposal of hazardous substances or constituents;
"EXHIBIT i /s
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(b) Client's undertaking of or arrangement for the handling: removal, treatment, storage,
transportation or disposal of hazardous substances or constituents found or identified at the
site:
(c) Changed conditions or hazardous substances or constituents introduced at the site by
Client or third persons before or after the completion of services herein.
(d) Allegations that Consultant is a handler, generator; operator, treater or Storer, transporter,
or disposer of hazardous waste under any Federal, State or local statute and/or regulation.
1>. UNFORESEEN OCCURRENCES. If, during the performance of services, any unforeseen
hazardous substances or constituents or other unforeseen conditions or occurrences are
encountered which, in our sole judgment significantly affect or may affect our services, the risk
involved in providing our services, or the recommended scope of services, we will promptly
notify Client thereof. Subsequent to that notification, Consultant miry:
(a) lf'practicable, in our sole judgment, complete the original Scope of Services in accordance
with the procedures originally intended in the Proposal;
(b) Agree with Client to modify the Scope of Services and the estimate of charges to include
study of the previously unforeseen conditions or occurrences. such revision to be in writing
and signed by the parties and incorporated herein; or
(c) Terminate the services effective on the date specified by us in writing.
16. DOCUMENTS. Client will furnish or cause to be furnished such reports, data, studies, plans,
specifications, documents and other information deemed necessary by us for proper performance
of our services. We may rely upon Client-provided documents in performing the services
required under this Agreement; however, we assume no responsibility or liability for their
accuracy. Client-provided documents will remain property of Client. All documents, including
but not limited to, drawings, specifications, reports, boring logs, field notes, laboratory test data,
calculations and estimates, prepared by us as instruments of service pursuant to this Agreement,
shall be our sole property. Client agrees that all documents of anv nature furnished to Client or
Client's agents or designees, if.not paid for, will be returned upon demand and will not be used
by Client for any purpose whatsoever: Client further agrees that under no circumstances shall
any documents produced by us pursuant to this Agreement be used at any location or for any
project not expressly provided for in this Agreement without our prior written permission. If
Client uses all or any portion Of Our work on another project without our permission, Client shall,
to the maximum extent permitted by law, save us harmless from any and all claims arising from
such unauthorized reuse. Further, no part of any document we deliver to Client shall be
reproduced or distributed, whether for advertising, use by another company (other than a
company affiliated with Client or hired by Client) or for any other purpose, without our prior
written consent. Any such reproduction or, distribution shall be at Client's sole risk and without
liability or legal exposure to Consultant.
17. FIELD REPRESENTATIVE-. The presence of our field personnel will be for the purpose of
providing observation and field testing of specific aspects of the project. Should an independent
uCAH1BIT_t-1 ?(f 11
t ?
contractor be involved in the'project, our work does not include supervision or direction of the
actual work of the contractor, his employees or aeents, unless otherwise explicitly stated in our
Proposal. The independent contractor should be so advised. The contractor should also be
informed that neither the presence of our field representative nor the observation and testing by
us shall excuse contractor in any way for defects discovered in contractor's work. Client
expressly agrees to require all other independent contractors to provide Client with information
regarding hazardous substances or constituents brought onto the site by the independent
contractor. Client further agrees to advise us of all information regarding hazardous substances
or constituents brought onto the site by any independent contractor.
18. SEVERABiLITI". In the event that any provision herein shall be deemed invalid or
unenforceable, the other provisions hereof shall remain in full force and effect, and binding upon
the parties hereto.
19. SURVIVAL. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating responsibility or liability between Client and Consultant
shall survive the completion of the services and the termination of this Agreement.
20. INTEGRATION. This Agreement and the documents attached hereto and which are
incorporated herein constitute the entire Agreement between the parties and cannot be changed
except by a written instrument signed by both parties.
21. TAXES. If the services covered by this contract are subject to local or state taxes or fees
(except state income taxes). such additional costs will be charged to the project and be subject to
reimbursement.
22. GOVERNING LAW. This Agreement shall be govemed in all respects by the laws of the
State of Indiana.
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61EXHIBIy--L4 L9, „
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*mKERAMIDA
A Global EHS Services Provider
February 16, 2009
Michael T. McBride, P.B.
City Engineer
Cite Of Carmel, Indiana
One Civic Square
Cannel. IN 46032
Re: NEPA Evaluation and Documentation
Guilford Road.. City Center Drive to Main'Street
Carmel. Hamilton County, Indiana
KER-AMIDA Proposal Nlo. P14699
Dear Mr. McBride:
11%
401 North College Avenue
Indianapolis, Indiana 46202
(317) 685-6600 9 Fax (317) 685-6610
1-800-508-8034
keranlida@keramida.com • www.keratnida.com
Keramida Luvironntental, Inc. (KERAN,11DA) is pleased to present this proposal to complete the
environmental assessment and documentation for the above-referenced road project in Carmel,
Indiana. It is our understanding the Project will include federal and state transportation funding
and, therefore: requires National Environmental Policy Act (NEPA') evaluation of potential
impacts of the project on the natural and human environments. KERAMIDA is certified by the
Indiana Department of Transportation (INDOT) and the Federal Highway Administration
(FHWA) to conduct NEPA documentation, and we have completed such documentation for
many transportation-related projects.
It is our understanding the Project includes reconfiguring the, roadway into a boulevard within the
current right-of-way (ROW), and maintaining the current one through-traffic lane in each
direction. The Project is located in an already fully developed area, therefore, it is unlikely that
any historic properties or archaeological resources are present'that would be impacted by the
Project. Based on this information, it is assumed the Project will qualify for a Level I
Categorical Exclusion (CE) as defined by iNDOT for projects with minimal environmental
impacts. Therefore, the cost and schedule for the project are based on the level of effort needed
to complete a Level I CE.
KERAMIDA will conduct all work necessary to complete the INDOT CE environmental
documentation. The CL' includes assessment of potential Project-related impacts on the natural
and human environments, such as terrestrial habitats, threatened and endangered species,
waterways, wetlands, aquifers/groundwater, environmental justice communities. businesses,
residences, and other items as defined in the INDOT CE guidance. KERAMIDA will
subcontract with an INDOT-approved firm to complete the Section 106 Historic Properties and
Archaeological studies and documentation.
SING OUR CLl6N7S' PROFI7ABILI7T
INDIANAPOLIS. IN• CINCINNATI, 011. CI IAIUMTON, SC- SACRAMENTO, CA • ATHENS, GRF,ECE • Aat DHABI, U.A.E.
"EXHIBIT -2 '(9
-Zt8
Mr. Michael McBride Guilford Road
February 16, 2009 NEPA Evaluation and Documentation
Pace 2 of 2
The cost to complete the Level I CE is $9.563, which includes the Section 106 studies and
documentation. All costs are based on INDOT 2008-2009 rates. Fees will be invoiced on a time
and materials basis, not to exceed this amount.
KERAMIDA will conduct the site visit within one week of receipt of authorization to proceed.
The draft CE document will be submitted to you for review within three weeks of the site visit.
The final CE document will be submitted to you within two weeks of receipt of your comments
on the draft document. This schedule is based on the assumption that no historic properties or
archaeological resources are present in the Project area that would require full Section 106
coordination with other agencies. Design plans will be needed from you as soon as possible so
that KERAMIDA can prepare and mail the agency Early Coordination letters immediately after
the site visit is conducted.
Enclosed is our Proposal Acceptance Sheet'and our General Terms and Conditions. If you are in
agreement with this scope of work, cost, schedule, and terms and conditions, please sign and
return the Proposal Acceptance Sheet to us. If you have questions or need additional
information, please call me at (317)685-6622. "thank you for the opportunity to propose on this
Project.
Sincerely,
KLI?A?jN411DA,ENn?vviiron?m?enntal, Inc.
Christina Haviland
Senior Scientist
Enclosures
"EXHIBIT '? Zr?
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®= KE1 AMIDA
A Global ENS Services Provider
PROPOSAL ACCEPTANCE SHEE"r
Description of Services: NEPA Evaluation and Documentation
Project Location: Guilford Road from City Center Drive and Main.Street
Carmel, Indiana
Project No. and Date: KEI Proposal No. P14699, February 16, 2009
FOR APPROVAL AND PAYMTN9' OF CHARGES: If approval and payment, are not handled by the
same individual, please indicate the appropriate name(s).
Charge Invoice to the Account of:
Firm/Company: City of Carmel, Indiana
Address: 1 Civic Square
City/Stale: Carmel. Indiana Zip: 46032
Attention: Michael McBride Phone.ll: (317) 571-2441
Title: City Engineer Fax #: (317) 571-2439
PAYMENT TERMS:
Project Cost: S8.563
Retainer Fees - A retainer in the amount of SO is to be paid to KEI prior to the commencement of the
work; with the remainder of the fees due when invoiced upon completion of the project. For on-
going projects the remainder of the fees will be billed ntonlhly based upon work perfumed.
Professional Pees & Expenses - Discount of 2% net 10 days from receipt of invoice. A late
payment charge of 1.5% per month will be added if payment is not made within 30 days of invoice
date.
PROJECT ACCEPTANCE: The Ternts and Conditions of this Proposal, including the Terns on this
page and the attached General Terms and Conditions are:
Accepted this daY of
2009.
Print or type nanne of authorized representative and title
Signature ofauthorized representative
"EXHIBIT ? -z 'A
`t1$
4p=ICERAMIDA
M? A Global LI]S Services Provider
GENERAL TERMS AND CONDI"PIONS
1. SERVICES TO BE PROVIDED. XERAMIDA Inc., as an independent consultant, agrees to
provide Client for its sole benefit and exclusive use, consulting services set forth in our Proposal.
2. VALIDITY OF PROPOSAL. It is understood that this proposal is valid for a period of ninety
(90) days. Upon the expiration of that period of time, KERAMIDA Inc. reserves the right to
review the proposed basis of payment and fees, to allow for changing costs, as well as to adjust
the time of performance to conform to work loads.
3. DEFINITIONS. When used herein, the terms "we", "us". or "our" refer to Consultant and the
terms "you", "your", "he", "his", "it" and "its" refer to Client.
4. RIGHT OF ENTRY & RIGHT TO PROCEED. Client grants a right of entry from time to
time to Consultant and Consultant's agents, staff, consultants, and contractors or sub=contractors,
for the purpose of performing and with the right to perform all acts, studies, and research
including without limitation the staking of tests and evaluations, pursuant to the agreed services.
To the extent that the work to be performed for the Client requires access to property or real
estate owned by other parties, Client shall have responsibility for obtaining proper permission,
right of way, easements, or other agreements to allow its to go on site and perform any necessary
work.
i. PAYMENT. Invoices will be submitted on a monthly basis. Client agrees to pay invoice upon
receipt. Should payment not be received within 30 days, the amount due shall bear. a service
charge of 1 1/2 percent per month or the maximum permissible under state law, whichever is
less. In addition. KERAMIDA Inc., shall be entitled to recover all costs of collection, including
court costs and reasonable attorney fees. If Client has any objections to any invoice or part
thereof submitted by Consultant. he shall so advise us in writing giving his reasons within 14
calendar days of receipt of such invoice. No deduction shall be made From Consultant's invoice
on account of penalty, liquidated damages, or other sums withheld from payments to contractors
or others. Payment of the invoice shall constitute final approval as to all aspects of the work
perforated to date' as well as the necessity thereof. ht addition, KERAMIDA Inc. may. after
giving 14 calendar days written notice, suspend services under any agreement until all past due
accounts have been paid.
6. SCOPE. (a) The proposed fees constitute our best estimate of the charges required to
complete the project as defined. Except as provided in Paragraph 6(b) the project scope will not
be altered without mutual agreement. For many projects such as those involving process
development work, planning work. or environmental impact assessments. all activities are often
initially not fully definable. As the project progresses, the facts uncovered may dictate.a change
in direction, which may alter the scope. KERAMIDA Inc. will promptly inform the client of such
situations so that negotiation of change in scope can be'accomplished as required.
(b) Costs and schedule commitments shall be subject to renegotiation for unreasonable delays
caused by the client's failure to provide specified facilities or information, or for delays caused by
"EXHIBIT 4-L'(9
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unpredictable occurrences, for force majeure. such as fires; floods, strikes, riots, unavailability of
labor or materials or services, process shutdown, acts of God or of the public enemy, or acts of
any governmental agency. Temporary work stoppage caused by any of the above may result in
additional cost (reflecting a change in scope) beyond that outlined in this proposal.
7. BILLING. Where the method of contract payment is on a time-and-material basis, the
following provisions shall apply:
(a) The minimum tittle segment for charging of field work is four (4) hours. The minimum
tittle segment for charging of work done at the Keramida Environmental office is one-half
hour. There is no premium charge for overtime. Where applicable, rental charges will be
applied to the project to cover the cost of pilot-scale facilities or sophisticated apparatus,
instrumentation, or technical equipment.
(b) Expenses properly chargeable to the work shall include: travel, transportation and living
expenses of personnel when away from the office on business connected with the project;
telephone and FAX charges; computer use charges; shipping and production costs;
reproduction work; field equipment use charges; and expendable materials and supplies
purchased specifically for the project. A ten percent (10%) service charge of these services
will be billed to the client.
8. SUBCO\tTRACTORS. When a subcontractor is used by KERAMIDA Inc. (such as
laboratories. well drillers. etc:.), a ten percent (10%) service charge of the subcontractor's invoice
will be billed to Client.
9. TERMINATION. This agreement may be terminated in whole or in part in writing by either
party in the event of substantial failure by the other party to fulfill its obligations under this
agreement through no fault of the terminating part),, providing that no such termination may be
effected unless the other party is given: (1) not less than fourteen (14) calendar days written
notice of intent to terminate; and (2) an opportunity for consultation with the terminating party
prior to termination. A final invoice will be calculated on the first or fifteenth of the month
(whichever comes first) following the effective date of cancellation.
(a) Where method of contract payment is based on time and materials, the final invoice will
include all services and direct expenses associated with the project up to the effective date of
cancellation; plus 3 percent of the billings to such date as a closeout cost.
(b) Where method of contract payment is "lump sum", the final invoices will be based of the
percentage of work completed to the effective date of cancellation, plus 3 percent of the
billings to such date as a closeout cost.
(c) Where method of contract payment is cost plus a fixed fee, the final invoice will include
all costs to date of termination and a pro-rata share of the fixed fee plus 3 percent of the
billings to such date as a closeout cost.
The closeout cost referred to in subparagraphs 9a, b, and c is not to be considered as a
penalty; but represents an allowance for demobilization of personnel and equipment and shut-
down costs not available on short notice.
"EXHIBIT 4 -2NE ,?
10. DAMAGE AT SITE. We will not be liable for any property damage or bodily injury arising
from damage to or interference with surface or subterranean structures (including; without
limitation, pipes, tanks, telephone cables, etc.) which are not called to our attention in writing and
correctly shown on the plans furnished by Client in correction with work performed under this
Agreement. Client recognizes that the use of exploration and test equipment may unavoidably
affect and/or alter the terrain and affect subsurface; vegetation, buildings, structures and
equipment in, at, or upon the site. Client accepts the fact that this is inherent to our work and
will not hold us liable or responsible for any such effect and/or alteration.
11. STANDARD OF CARE AND WARRANTY. Professional services provided by
KERAi IDA Inc. will be performed, findings obtained, and recommendations prepared in
accordance with generally accepted professional practices.
THIS NVARRANTV IS IN LIEU OF ALL OTHER NVARRANTIES, EITHER EXPRESS
OR IMPLIED
12. INSURANCE. KERAMIDA Inc. maintains workers' compensation and employer's liability
insurance for our employees_as required by state laws. In addition, we maintain automobile
liability insurance with a.S1,000,000 limit, general liability insurance with a $1,000,000 limit for
each occurrence and an aggregate limit of $2,000.000, and professional liability insurance for
errors and omissions, as well as pollution liability coverage, with a per occurrence limit of
$1,000,000 and an aggregate limit of $2,000,000. KERAIv1IDA carries, furthermore, excess
umbrella liability insurance with an aggregate limit of $9,000,000, bridging the total coverage to
$10,000.000. A Certificate of Insurance can be supplied evidencing such coverage. We will not
be liable or responsible for any loss, damage, or liability beyond the amounts, limits, coverage, or
conditions of such insurance specified above.
13. SAMPLE HANDLING AND RI fENTION. Generally, test samples or specimens are
consumed during the conduct of tests by laboratories. Client will be responsible for any sample
residue disposal costs, should such costs be charged by the laboratory.
14. HAZARDOUS SUBSTANCES AND. CONSTITUENTS. Client agrees to advise us upon
execution of this Agreement of any hazardous substances or any condition existing in, on, or near
the site presenting a potential danger to human health, the environment, or equipment. Client
agrees to keep Consultant informed on this issue, as new information becomes available to the
Client in the future. By virtue of entering into this Agreement or of providing services
hereunder, we do riot assume control of or responsibility for the site,or the person in charge of the
site, or undertake responsibility for reporting to any federal; state or local public agencies any
conditions at the site that may present a potential danger to public health, safety or the
environment. Client agrees to notify the appropriate federal, state :or local public agencies as
required by law, or otherwise to disclose, in a timely manner, any information that may be
necessary to prevent any danger to health. safety, or the environment. In connection with
hazardous waste, Client agrees to the maximum extent permitted by law to defend, hold harmless
and indemnify Consultant from and"against any and all claims and.liabilities resulting from:
(a) Client's violation of any federal, state or local statute, regulation or ordinance relating to
the disposal of hazardous substances or constituents;
"EXHIBIT 4 .z 6?3 1)
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(b) Client's undertaking of or arrangement for the handling, removal, treatment, storage,
transportation or disposal of hazardous substances or constituents found or identified at the
site:
(c) Changed conditions or hazardous substances or constituents, introduced at the site by
Client or third persons before or after the completion of services herein.
(d) Allegations that Consultant is a handler; generator, operator, treater or Storer, transporter,
or disposer of hazardous waste under any Federal, State or local statute and/or regulation.
15. UNFOUSEFN OCCURRENCES. If, during the performance of services, any unforeseen
hazardous substances or constituents or other unforeseen conditions or occurrences are
encountered which, in our sole judgment significantly affect or may affect our'serdices, the risk
involved in providing our Services, or the recommended scope of services, we will promptly
notify Client thereof. Subsequent to that notification; Consultant may:
(a) If practicable, in our sole judgment, complete the original Scope of Services in accordance
with the procedures originally intended in the Proposal;
(b) Agree with Client to modify the.Scope of Services and the estimate-of charges to include
study of the previously unforeseen conditions or occurrences, such.revision to be in writing
and signed by the parties and incorporated herein; or
(c) Terminate the services effective on the date specified by its in writing.
16. DOCUMENTS. Client will furnish or cause to be furnished such reports, data, studies; plans,
specifications, documents and.other information deemed necessan by us for proper performance
of our services. We may rely upon Client-provided documents- in performing the services
required nuclei- this Agreement; however, we assume no responsibility or liability for their
accuracy. Client-provided documents will remain property of Client. All documents, including
but not limited to, drawings, specifications, reports, boring logs, field notes, laboratory test data,
calculations and estimates, prepared by us as instruments of service pursuant to this Agreement,
shall be our sole property. Client agrees that all documents of any nature furnished to Client or
Client's agents or designees, if not paid for. will be returned upon demand and will not be used
by Client for any purpose whatsoever. Client further agrees that under no circumstances shall
any docwnents produced by us pursuant to this Agreement be used at any location or for any
project not expressly provided for in this Agreement without our prior written permission. If
Client uses all or any portion of our work on another project without our permission, Client shall,
to the maximum extent pennitted'by law-save us harmless from any and all claims arising from
such unauthorized reuse. Further, no part of any document we deliver to Client shall be
reproduced or distributed. whether for advertising, use by another company (other than a
company affiliated with Client or hired by Client) or for any other purpose, without our prior
written consent. Any such reproduction m• distribution shall be at Client's sole risk and without
liability or.legal exposure to Consultant.
17. FIELD REPRESENTATIVE The presence of our field personnel will be for the purpose of
providing observation and field testing of specific aspects of the project. Should an independent
"EXHIBIT
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contractor be involved in the project, our work does not include supervision or direction of the
actual work of the contractor, his employees or agents, unless otherwise explicitly stated in our
Proposal. The independent contractor should be so advised. The contractor should also be
informed that neither the presence of our field representative nor the observation and testing by
us shall excuse contractor in any way for defects discovered in contractor's work. Client
expressly agrees to require all other independent contractors to provide Client with information
regarding hazardous substances or constituents brought onto the site by the independent
contractor. Client further agrees to advise us ol'all information regarding hazardous substances
or constituents brought onto the site by any independent contractor.
18. SLVERABILITY. In the even that any provision herein shall be deemed invalid or
unenforceable. the other provisions hereof shall remain in full force and effect. and binding upon
the parties hereto.
19. SURVIVAL. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating responsibility or liability between Client and Consultant
shall survive the completion of the services and the termination of this Agreement.
20. INTEGRATION. This Agreement and the documents attached hereto and which are
incorporated herein constitute the entire Agreement between the parties and cannot be changed
except by a written instrument signed by both parties.
21. TAXES. If the services covered by this contract are subject to local or state taxes or fees
(except state income taxes), such additional costs willbe charged to the project and be subject to
reimbursement.
22. GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the
State of Indiana.
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"EXHIBIT-`1 -1 Z