HomeMy WebLinkAboutProfessional Services Agreement - Veritas LLC - Beck's Lake Environmental Study1316 COUNTY-OTY BUILDING
227 W, Ja'a,itsoN BOULEVARD
Souni BEND, INDIANA 46601-1830
CITYOF Soui,t-i BEND PETE BUTTIGIEG, MAY
BOARD OF PUBLIC WORKS I
June 26, 2018
Richard Brown
Veritas, LLC
30845 Rockinghorse Lane
Niles, MI 49120
RE: Professional Services Agreement
Dear Mr. Brown:
PHOW., 574/235-925
FAX 574/235-9171
The Board of Public Works, at its meeting held on June 26, 2018, approved the above
referenced agreement, regarding the Beek's Lake environmental study in the amount not
to exceed $120,000.
Enclosed please find a copy of the agreement for your records.
If you have any ftirther questions regarding this matter, please call this office at (574)
235-9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
Beck's Project
Consultant Agreement
BECK'S LAKE PROJECT
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into on June A, 2018, by and
between the City of South Bend, Indiana, acting by and through its Board of Public Works, having its
principal offices at 227 W. Jefferson Blvd. South Bend IN 46601 {hereafter referred to as "City"),
and Veritas, LLC, owned by Mr. Richard T. Brown, with primary offices at 30845 Rocldnghorse Lane,
Niles, MI 49120 (hereafter referred to as "Contractor") (each a "Party" and collectively, the "Parties").
RECITALS
WHEREAS, City entered into an Administrative Settlement and Administrative Order on
Consent for the Beck's Labe area (hereafter referred to as "Becles Lake Project") in October 2015;
and
WHEREAS, Richard T. Brown, while employed by a thud party, was approved by the EPA
as City's Project Coordinator and has worked on the Beck's Lake Project since its beginning in 2014;
and
WHEREAS, Richard T. Brown has notified the City that he will be leaving his current
employment but will be willing to continue to serve as the City's Project Coordinator through his
consulting company Veritas, LLC; and
WHEREAS, Contractor has extensive experience in environmental project management,
technical compliance issues, and the Beck's Lake project in particular; and
WHEREAS, City has determined that due to Contractor's experience and expertise, it is in the
best interests of City to obtain Contractor's services pursuant to the terms of this Agreement; and
WHEREAS, City desires to obtain the services of Contractor, and Contractor desires to
provide consulting services to City upon the terms and conditions in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
contained herein, the Parties agrees as follows:
TERMS
1. CONSULTING PERIOD
(a) Tefzn. City hereby retains Contractor and Contractor agrees to render to City those
services described in Scope of Services, Exhibits A and B, incorporated by reference and
attached hereto, for the period commencing on July 1, 2018, and ending on December 31,
2018 (the "Consulting Period"). The Consulting Period may be extended as needed and upon
written agreement of both Parties.
(b) Termination. At any time, either party may terminate, without liability, the Consulting
Period for any reason, with or without cause, by giving thirty (30) days advance written notice
to the other party. City shall pay Contractor for work completed through the date of
Beck's Project
Constiltant Agreement
termination, pursuant to Section 5(a),
2. ASSIGNMENT' SUCCESSORS
Contractor shall not assign or subcontract the whole or any part of this Agreement without prior
written consent of City.
3. CHANGES IN SCOPE OF SERVICES
Contractor understands and agrees it shall not cotmnence any additional work or change the scope of
the services provided unless authorized in writing by the City. No claim for additional compensation
shall be made by Contractor, or paid by City, in the absence of prior written approval of the Parties.
4. DUTIES AND RESPONSIBILITIES
(a) Contactor hereby agrees to provide and perform for City those services set forth in
Exhibits A and B. Contractor shall execute his responsibilities by following and applying at
all times the highest professional and technical guidelines and standards.
(b) Contractor will execute his obligations under this Agreement in accordance with the
prevailing professional standard of care for projects of similar design and complexity.
5. COMPENSATION EYPENSES PAYMENT BENEFITS
(a) Catnensation. In consideration of the services rendered by Contractor under this
Agreement, City shall pay Contractor the sum of One I--Iundred Dollars ($100.00) per hour,
with the total amount payable under the Agreement not to exceed One Hundred Twenty
Thousand Dollars (the "Contract Amount"), as further specified in Exhibits A and B.
(b) Payment Terms. Contractor shall prepare detailed invoices and submit theta monthly
to the City of South Bend Department of Law. Invoices shall be presented as set forth in
Exlvbit A, and payment is due within thirty (30) days of receipt of each invoice. City shall have
the right to dispute any invoice, or portion thereof, but shall be required to notify Contractor
of the same prior to payment. If such notice is timely provided to Contractor, the Parties agree
to work together in good faith to resolve the dispute. City's failure to provide notice of a
disputed invoice prior to payment shall constitute a waiver of its right to dispute the invoice;
provided, however, that this provision shall not constitute a waiver of, or otherwise limit, any
other remedy provided for under this Agreet ent.
(c) Expense Reimbursement. City hereby agrees to reimburse Contractor for reasonable
business expenses incurred by Contractor in performing his work under this Agreement,
provided that City will not reimburse Contactor for any expenses unless said expenses were
approved in writing by City (or its representative) before being incurred by Contractor. City
will not, however, pay for travel expenses, meals, or related costs incurred, unless expressly
approved in advance by City's Corporation Counsel.
(d) Benefits. Other than the compensation specified in Section 5(a), Contractor shall not
be entitled to any direct or indirect compensation for services performed hereunder.
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Consultant Agreement
6. CONFIDENTLAL INrOR1AATIQN
In the course of providing services under this Agreement, Contractor may -receive highly sensitive and
confidential information from or pertaining to City and/or third parties. Contractor acknowledges a
fiduciary duty to maintain and strictly preserve all confidential information received.
(a) "Confidential Information" means:
(l) any information given to Contractor by City and clearly marred, in writing, as
confidential; and
(2) any information given to Contractor by City orally that, at the tiirfe given, is stated
to be confidential.
(b) Contractor agrees to keep Confidential Information confidential, and will not give said
information in any form., to a third party, and will only give to Contractor's employees who
have a need to know.
(c) The confidentiality, as stated in Section 6(b), will not apply to information which:
(1) is at the time of receipt public knowledge, or after receipt becomes public
knowledge through no act of omission on the-patt of Contractor;
(2) was known to Contractor, as shown by written records, prior to disclosure by City;
(3) is received by Contractor from a third party who did not obtain the information
from City; or
(4) is required by law to be disclosed.
Contractor heteby acknowledges and agrees that all property, including, all boors, manuals,
records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies
thereof, that is produced under this Agreement, or prepared by Contractor in the course of or
incident to rendering of services to City (collectively, the "Proprietary Information"), belongs
to City and shall be promptly returned to City upon request. The City shall have the right to
use and -reproduce copies of the Contractor's work product as the City determines in its sole
discretion without compensation to the Provider except the compensation expressly provided
for in this Agreement.
(d) Contractor agrees to hold all City's Proprietary Information in strict confidence and
trust for the sole benefit of City and not to disclose, use, copy, publish, summarize, or remove
from City's prei ises any Proprietary Information (or remove from the premises any other
property of City) during the Consulting Period except (i) to the extent necessary to carry out
Contractor's responsibilities under this Agreement or (ji) when the information falls within
the guidelines of this Agreement.
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Beck's Project
Consultant Agreement
7. NOTICES
.All notices or other communications requited or permitted hereunder shall be made in writing and
shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified
or registered mail, return receipt requested, and addressed to City at:
ATTN: Corporation Counsel
City of South Bend Department of Law
227 W. Jefferson Blvd., Suite 1200S
South Bend, IN 46601
or to Contractor at:
ATTN: Richard T. Brown
Veritas, LLC
30845 Rockinghorse Lane
Niles, MI 49120
Notice of change of address shall be effective only when done in writing and sent in accordance with
the provisions of this Section.
8. AMENDMENTS AND WAIVERS
This Agreement may not be modified or amended except by an instrument in writing, signed by a duly
authorized representative of City and Contractor. By an instrument in writing similarly executed,
either party may waive compliance by the other party with any provision of this Agreement that such
other patty was or is obligated to comply with or perform, provided, however, that such waiver- shall
not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to
exercise and no delay in exercising any right, -remedy, or power hereunder shall operate as a waivet
thereof, nor shall any single or partial exercise of any tight, remedy, or power hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, or power provided herein
or by law or in equity.
9.1NTERMIPTION OF SERVICE
Either party shall be excused ftom any delay or failure in performance required hereunder if caused
by reason of any occurrence or contingency beyond its reasonable control, including, but not limited
to, acts of God, acts of war, fire, insurrection, laws, proclamations, ordinances or regulations, strikes,
lack -outs or othet serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.
The obligations and rights of the party so excused shall be extended on a day-to-day basis fat the time
period equal to the period of such excusable interruption. When such events have abated, the Parties'
respective obligations hereunder shall resume.
10. SEVERABILITY ENFORCEABILITY
If any provision of this Agreement, or the application thereof to any person, place, or circumstance,
shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder
of this Agreement and .such provisions as applied to other persons, places, and circumstances shall
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Beck's Project
Consultant Agreement
remain in full force and effect.
11. GOVERNING LAW
The validity, interpretation, enforceability, and performance of this Agreement shall be governed by
and construed in accordance with the laws of the State of Indiana. Contractor agrees to comply with
AU applicable federal, state, and local laws, rules, regulations, and ordinances, and all provisions
required thereby are hereby incorporated herein by reference. Contractor shall comply with federal,
state, and local laws in its hiring and employment practices and policies for any activity covered by
this Agreement. Further, City shall not be requited to pay for Services that are inconsistent with or in
violation of this Agreement not for any Services performed in violation of any federal, state, of local
statute, ordinance, rule, or regulation.
12. INDEPENDENT CONTRACTOR
Contractor shall operate at all tithes as an independent contractor of City, and is not, and shall not be
dectued to be an employee of the City or the Department. Both Contractor and City, in the
performance of this Agreement, shall act in an independent capacity and not as agents, employees,
partners, joint venturers, or associations of one another. Employees or agents of one party shall not
be deemed or construed to be the employees or agents of the other party for any put -pose whatsoever.
This Agreement does not authorize Contractor to act for City as its agent or to make commitments
on behalf of City. City shall not withhold payroll taxes, and Contractor shall not be covered by health,
life, disability, worker's compensation, or any other insurance of City. Contractor is solely -responsible
for its compliance with federal, state, and local laws and regulations relating to taxes, Social Security,
and Medicare that may be requited to be made in connection with the compensation provided under
this Agreement. City may, however, file informational returns with the United States Internal Revenue
Service or similar state agency regarding payment made to Contractor in accordance widz this
Agreement under conditions imposed by federal, state, or local laws applicable to such payment. The
City shall provide IRS Forth 1099, if applicable.
13. ABILITY TO ENTER INTO CONTRACT
Each party represents and warrants to the other party that this Agreement has been duly authorized,
executed and delivered and that the performance of its obligations under this Agreement does not
conflict with any order, law, rule or regulation or any agreement or understanding by which such patty
is bound.
14. LIMITATION OF LIABILITY• INDEMNIFICATION
(a) Contractor will perform the services described in Exhibits A and B to the best of leis
ability, striving to ensure great quality of work and minimize errors or omissions. As a result,
Contractor shall not be liable to City for any loss incurred by City arising from or in connection
With the performance of Contractor's services hereunder, unless caused by Contractor's
negligence or willful misconduct. Notwithstanding the foregoing, the limit of Contractor's
liability for a breach of this Agreement will be equal to the total amount paid by City to
Contractor under this Agreement.
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Beck's Project
Consultant Agreement
(b) Each Party agrees, at its sale cost, to indemnify, defend, and hold harmless the other
Party from and against any damages, liabilities, actions, causes of action, claims, lawsuits,
demands, losses, costs and expenses, including Attorney's fees, arising from or in connection
with the negligence or willful misconduct of the indemnifying Party. Notwithstanding the
foregoing, the limit of Contractor's indemnification liability will be equal to the total amount
paid by City to Contractor under this Agreement.
15. ENTIRE AGREEMENT
This Agreement is the final expression of the Parties' agreement "with respect to the retention of
Contractor by City for the services specified herein and may not be contradicted by evidence of any
prior or contemporaneous agreement. This Agreement may be modified or amended only by a `written
instrument signed by both Parties.
16, FUNDING CANCELI=ATION AND PAYMENTS
In accordance with Ind. Code 6-1.1-18, payments by City are subject to annual appropriation by its
fiscal body.
17. REMEDIES FOR BREACH OF CONTRACT
Contractor's failure to complete the services m accordance with this Agreement, including performing
the services described in Exhibits A and B in the manner described in Section 4, will be considered a
material breach. In the event of such breach, City shall be required to provide Contractor with `xrritten
notice specifying the breach and to allow Contractor ten (10) days to temedy the breach to City's
reasonable satisfaction. In the event that Contractor does not remedy the breach within ten (10) days,
2 end
City may: (1) immediately terminate this Agreement without further notice to Contractor; () suspend
all payments to Contractor for: (a) services not yet invoiced, and {b} services giving rise to Contractor's
breach, regardless of whether such setvices have been invoiced; and (3) pursue any and all remedies
available at law or in equity.
18. NON -COLLUSION AND ACCEPTANCE
The undersigned attests, subject to the penalties fat perjury, that he is the properly authorized
representative, agent, member, or officer of Contractor, that he has not, nor has any other member,
employee, representative, agent, or officer of Contractor, ditectly or indirectly, to the best of the
undetsigaed's knowledge, entered into or offered to enter into any combination, collusion, or
agreement to receive or pay, and that he has not received or paid, any sure of money or other
consideration of the execution of this Agreement other than that which appears upon the fact of this
Agreement.
19.E UAL OPPORTUNITY NON-DISCRIMINATION COMPLIANCE
Contractor shall comply with all applicable laws and regulations in its hiring and employment practices
and act for any activity covered by this Agreement. Contractor shall comply with all state, federal,
and municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement
including, but not limited to, the requirements imposed by Ind. Code 22-9-1 10 (non-discrimination),
the provisions of Ind. Code 5-22-16.5 (disqualification for dealings with the government of Iran), and
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Beck's Project
Consultant agreement
the provisions of Ind. Code 22--5-1.7 (requiring E-Verify for new employees and prohibiting
employment of unauthorized aliens). Each of the foregoing provisions is incorporated herein as if set
forth in full, and Contractor certifies that it is in compliance with each such provision and shall remain
in compliance through the term of this Agreement.
20. MINORITY AND WOMEN'S ENTERPRISE DIVERSITY DEVELOPMENT
Persons, corporations, associations, or joint venturers awarded a contract by the City of South Bend
through its agencies, boards, or commissions shall not discriminate against any employee or applicant
for employment in the performance of a City contract with respect to hire, tenure, terms, conditions,
or privileges of employment, or any matter directly or inditectly related to employment because of
race, sex, religion, color, national origin, ancestry, age, or: disability that does not affect that person's
ability to perform the work.
In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials, or any
combination of the foregoing including, but not limited to, public works contracts awarded under
public bidding laws or otl3er contracts in which public bids are not required by law, the City, its
agencies, boards, or commissions, may consider Contractor's good faith efforts to obtain participation
by those Contractors certified by the State of Indiana as a Minority Business Enterprise ("MBE") or
as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible,
responsive bidder.
In no event shall persons or entities seeking the award of a City contract be required to award a
subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said. WBE/MBE.
A finding of a discriminatory practice by the City's MBE/WBE Utilization Board shall prohibit that
person or entity from being awarded a City contract for a period of one (1) year from the date of such
determination, and such determination may also be grounds for terminating the contract for which
the discriminatory practice or noncompliance pertains.
Notwithstanding the foregoing, the award and performance of all City contracts shall comply with
applicable federal, state, and local laws.
IN WITNESS WHEREOF, the Parties hereto, through their duly authorized representatives, have
caused this Agreement to be executed as of the day and year first written above. The Parties have
read and understand the foregoing terms of this Agreement and do, by their respective signatures
hereby agree to its terms.
[Signature page follows]
Beck's Project
Consultant Agreement
The Parties have duly executed tl-ds Agreement as of the date first written above-.
CITY:
Name: Cit�af South Rend Indian
Title: Board of Public Woths,
Signature:
President
Member
M M er
ly
Member
Member
ATTEST:
Martin,in
Date: (-(,
4? —
( 41 2 �(/ 9
CONTRACEOR:
vet�itftsl-Lc
Date: 41 20-4� 19
Date-, 6-25-2018
By: Richard'E Brown
Its. Member
0
Beck's Project
Consultant Agreement
Exhibit A
Beck's Lake Project
Contractor Engagemcnt
Bach •ound
Contractor has worked with City on the Beck's Labe Project since its inception in 2014.
Overview
T its document details the work involved in tine engagement Agreement.
Project Description
An Administrative Settlement Agreement and Order on Consent (ASAOC) was entered into by the
U.S. EPA and the Potentially Responsible Parties (PRPs): City of South Bend and Honeywell
International, Inc., for performance of a focused remedial investigation and feasibility study of the
LaSalle Parr Area (LPA) of the Beck's Labe site. As part of the Agreement, the PRPs agreed to assign
a Project Coordinator who was in turn approved by die EPA to manage the Superfund project on
behalf of the PRPs and provide the communication conduit between the PRPs and the EPA. The City
of South Bend selected Contractor for this role.
Contractor Resources
Contractor has knowledge of the Superfund process and, in particular, knowledge of all aspects of the
Beck's Lake project and access to all parties involved with the project to -date. Contractor has extensive
kmowledge and expertise to complete all necessary aspects of the project. Contractor's role will be the
overall coordination of the project. At the direction of the City, Contractor will work with professional
service companies, for the purpose of carrying out the Project and performing the services provided
for herein.
Invoices
Contractor shall routinely submit detailed monthly invoices to the City of South Bend Department of
Law for the work he has performed for the project. Said invoices should include Contractor's hourly
rate, and explain in detail the work reflected on the invoice. At the City's discretion, Contractor will
also assist in the review of third party invoices received by die City from any local professional service
companies working on the project under contract with the City.
Pfo�ject Focus Areas
he project, helping to select, coordinating, and approving
Contractor will be responsible for managing t
third patty work, as well as assisting City and City Legal team with EPA deliverables and analysis
projects.
Responsibilities will include: Refer to Exhibit B
9
Beck's Project
Coaisultant Agreement
Fundin and Timeline
• The fee for this Engagement is One Hundred Dollars ($100.00) per hour for up to 1,200
hours, i.e., up to $120,000. Hours will be recorded for each month and invoiced on the last
day of the month.
• Initiate Agreement on July 1, 2018.
• End Agreement on December 31, 2018.
• Contractor will spend approximately-16 hours per weep on the Project
with the understanding
that the nature of this project may require less or more effort depending on the requirements
of the PRPs, USEPA, or the established schedule of project events and deliverables.
• City and Contractor may choose to renew the Agreement after the end of the term.
10
Exhibit B
Duties of the PRP-Designated and USEPA-Approved
Superfund Project Coordinator
The management of Superfund projects involving multiple Potentially Responsible Parties (PRPs) is a complex
process that requires a combination of administrative, management, human resource, technical and creative
problem solving skills to successfully plan, develop, and implement the various phases of work involved in the
multi -million dollar, multi -year Superfund Remedial Investigation / Feasibility Study process.
The Project Coordinator provides a strategic tole by acting as the primacy contact and communication conduit
for all parties involved in the process including clients, regulators, technical consultants, attorneys, corporate
environmental staff, contractors, and the public.
The Project Coordinator's primary goals are to protect the PRP's interests and implement the PRP's goals in
the most cost-effective manner.
The following tasks are typically involved in performing the duties of the Superfund Project Coordinator.
PLANNING
➢ Project scoping
➢ Project planning document preparation to CERCLA guidelines
➢ Schedule development, implementation, and tracking
➢ Coordination of PRP decision -making activities
PROJECT MANAGEMENT
➢ Work scope preparation
➢ Bid specifications and bid document preparation
➢ Bid reviews and contractor selection
➢ Contract preparation and implementation
➢ Budget development and cost tracking
➢ Completion of USEPA-required monthly progress reports
➢ Assign, coordinate, and track work assignments with multiple technical consultants
➢ Utilize creative problem solving skills to solve complex technical issues
TECHNICAL MANAGEMENT
➢ Management and coordination of PRP legal and technical teams
➢ Understanding and implementation of USEPA Administrative Order and Agreement on Consent
technical aspects
➢ Assign, review, and edit technical reports and coordinate / negotiate edits between technical and legal
teams
➢ Coordinate and preside over contractor / technical team meetings
➢ Monitor contractor compliance with contract documents and adherence to safety protocols
➢ Represent PRP interests with contractors and regulatory agencies
11
QUALITY ASSURANCE
➢ Assure adherence to and monitor Quality Assurance Project Plan
➢ Oversee all field activities as needed to assure adherence to project planning documents
➢ Address non-compiiance issues; communicate same to PRP technical and legal teams
FINANCIAL MANAGEMENT
➢ Develop project budget and cost estimates by task
➢ Review and approve invoices
➢ Track costs and prepare monthly spreadsheet reports by task from multiple contractors / consultants
PUBLIC RELATIONS
➢ Assist PRP legal teams with technical presentations involving written information and PowerPoint
presentations
➢ Attend community outreach meetings; make presentations as directed by PRPs
➢ Assist EPA with property access as needed
➢ Assist with problem resolution
See attached Role of Project Coordinator Flowchart
12
BOARD OF PUBLIC WORKS
AGENDA ITEM RE VIEW REQUEST FORM
Date June 19, 2018
Name Stephanie Steele - Department Legal
BP W Date June 26, 2018 Phone Extension 9241
Required _Prior to Submittal to Board,
Legal Attorney Name Stephanie Steele
Controller review is required for all Contracts $5,000.00 or more
Controller and greater than one year in length per the City Purchasing
Policy
Purchasing [:]
n Agreement
El Contract
[J Proposal LJ Addendum
Professional Services
F-1 Amendment
❑ Bid Opening
F-1 Bid Award
El Req. to Advertise E:1 Title Sheet
E] Quote Opening
n Quote Award
❑ Chg Order No.
El C/O & PCA No.
PCA
❑ Ease./Encroach.
❑ Traffic Control
El Resolution
Other,
El claim
Company or Vendor Name
New Vendor
TMOMPT"I 011 a$ Me, W-M
Project Name
Project Number
Funding Source
Account No.
Richard T.
M Yes
Contractor - Veritas, LLC.
If Yes, Approved by Purchasing
F-1 No
Fj F-1 WMBEl
BE NoE Completed E-Verify Form Attached Yes
Beck's Lake Protect
ffJA
Professional Services - EPA
226-0412-672-391-02
Amount $1010 per hour for maximum payment NTE$120,000
Terms of Contract July 1,' 2018 - December 31, 2018
Purpose/Description Manage rernedial investigation and feasibility study of the LaSalle Park A -tea
of the Beck's Lake site and assist City and City I.,egal team with F"PA
deliverables and analysis projects.
'For hang Ordr� Only
Amount of F-1 increase $
❑ Decrease $
Previous Amount
Current Percent of Change
New Amount
Total Percent of Change:
Time Extension:
Copy
Original
1:1
1-1
F]
F1
R
0
I Dispersal After Approval