HomeMy WebLinkAbout22-208 Resolution No. 22-208
RESOLUTION,
AUTHORIZING EXECUTION OF AN AGREEMENT WITH RAMBOLL AMERICAS
ENGINEERING SOLUTIONS, INC. FOR PROFESSIONAL SERVICES RELATING TO
SITE REMEDIATION SERVICES FOR 356-358 DUNDEE AVENUE, ELGIN, IL
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS,that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with
Ramboll Americas Engineering Solutions, Inc., for professional services relating to site
remediation services for 356-358 Dundee Avenue, Elgin, IL, a copy of which is attached hereto
and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: December 7, 2022
Adopted: December 7, 2022
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
AGREEMENT
THIS AGREEMENT is made and entered into this 7th day of December
2022,by and between the CITY OF ELGIN,an lllinois municipal corporation(hereinafter referred
to as "CITY") and Ramboll Americas Engineering Solutions, Inc., (hereinafter referred to as
"CONSULTANT").
WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain
professional services relating to site,remediation program services for the City owned property at
356-358 Dundee Avenue,Elgin, Illinois(hereinafter referred to as the"PROJECT"); and
WHEREAS, the CONSULTANT represents that it is in compliance with Illinois Statutes
relating to professional registration of individuals and has the necessary expertise and experience
to furnish such services upon the terms and conditions set forth herein below.
NOW, THEREFORE, it is hereby agreed by and between the CITY and the
CONSULTANT that the CITY does hereby retain the CONSULTANT for and in consideration of
the mutual promises and covenants contained herein, the sufficiency of which is hereby
acknowledged to perform the services relating to the PROJECT as described herein,subject to the
following terms and conditions and stipulations,to-wit:
1. SCOPE OF SERVICES
A. All work hereunder shall be performed under the direction of the Corporation Counsel
of the CITY,herein after referred to as the"DIRECTOR".
B. The CONSULTANT shall provide the further environmental services relating to the
City owned property at 356-358 Dundee Avenue, Elgin, Illinois, as outlined in
CONSULTANT's proposal dated October 26, 2022, attached hereto and made a part
hereof as Attachment A. In the event of any conflict between the terms of this
Agreement and Attachment A,the terms of this Agreement shall supersede and control.
C. The CONSULTANT agrees to correct or re-perform, without additional cost to the
CITY, any Service not performed in accordance with the professional standard of care
prevailing at the time and in the place where such Service is performed.
D. This Agreement is germane to the original agreements with the CONSULTANT
relating to the subject property as signed and this Agreement is in the best interest of
the City and authorized by law.
2. SCHEDULE
The CONSULTANT shall initiate PROJECT activities upon written authorization from the CITY
to proceed.The CONSULTANT will complete the services in a timely fashion based on a mutually
acceptable schedule to ensure progress is made on the site. The estimated time for completion,
dependent on laboratory turnaround time,is approximately eight weeks.
Neither party shall be liable for loss or damage suffered by the other as a result of any failure or
delay in the performance of its obligations under the Agreement caused by a Force Majeure event
or circumstance beyond its reasonable control. The party relying on this provision shall give
prompt notice to the other party of the event or circumstance and shall take all reasonable steps to
resume performance at the earliest possible date. In the event of a Force Majeure, the time for
performance of Services shall be extended by the number of days from the date notice is given
until performance is able to be resumed
3. WORK PRODUCT
All work product prepared by the CONSULTANT pursuant hereto including, but not limited to,
reports, plans, designs, calculations, work drawings, studies, photographs, models and
recommendations shall be the property of the CITY and shall be delivered to the CITY upon
request of the DIRECTOR;provided,however,that the CONSULTANT may retain copies of such
work product for its records. CONSULTANT's execution of this Agreement shall constitute
CONSULTANT's conveyance and assignment of all right, title and interest, including but not
limited to any copyright interest, by the CONSULTANT to the CITY of all such work product
prepared by the CONSULTANT pursuant to this Agreement.The CITY shall have the right either
on its own or through such other consultants as determined by the CITY to utilize and/or amend
such work product. Any such amendment to such work product shall be at the sole risk of the
CITY. Such work product is not intended or represented to be suitable for reuse by the CITY on
any extension to the PROJECT or on any other project, and such reuse shall be at the sole risk of
the CITY without liability or legal exposure to the CONSULTANT.
4. PAYMENTS TO THE CONSULTANT
A. The CITY shall reimburse the CONSULTANT for services provided under this
Agreement on a time and materials basis with a total fee not to exceed Forty Three
Thousand Seven Hundred and Sixty-Five Dollars ($43,765.00). Such total fee and
the components thereof are set forth in Attachment A.
B. The CITY shall make periodic payments to the CONSULTANT based upon actual
progress within thirty(30)days after receipt and approval of invoice. Said periodic
payments to the CONSULTANT shall not exceed the amounts shown in
Attachment A, and full payments for each task shall not be made until the task is
completed and accepted by the DIRECTOR.
5. INVOICES
A. The CONSULTANT shall submit invoices in a format approved by the CITY.
B. The CONSULTANT shall maintain records showing actual time devoted and cost
incurred. The CONSULTANT shall permit the authorized representative of the
CITY to inspect and audit all data and records of the CONSULTANT for work
done under this Agreement. The CONSULTANT shall make these records
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available at reasonable times during the Agreement period and for one(1)year after
termination of this Agreement.
6. TERMINATION OF AGREEMENT
Notwithstanding any other provision hereof,the CITY may terminate this Agreement at any time
upon thirty(30)days prior written notice to the CONSULTANT. In the event that this Agreement
is so terminated, the CONSULTANT shall be paid for services actually performed and
reimbursable expenses actually incurred prior to termination, except that reimbursement shall not
exceed the amount set forth under Paragraph 4 above.
7. TERM
This Agreement shall become effective as of the date the CONSULTANT is given a notice to
proceed and, unless terminated for cause or pursuant to Paragraph 6, shall be deemed concluded
on the date the CITY determines that all of the CONSULTANT's work under this Agreement is
completed. A determination of completion shall not.constitute a waiver of any rights or claims
which the CITY may have or thereafter acquire with respect to any term or provision of this
Agreement.
8. NOTICE OF CLAIM
If the CONSULTANT wishes to make a claim for additional compensation as a result of action
taken by the CITY, the CONSULTANT shall give written notice of his claim within fifteen(15)
days after occurrence of such action. No claim for additional compensation shall be valid unless
so made. Any changes in the CONSULTANT's fee shall be valid only to the extent that such
changes are included in writing signed by the CITY and the CONSULTANT. Regardless of the
decision of the DIRECTOR relative to a claim submitted by the CONSULTANT,all work required
under this Agreement as determined by the DIRECTOR shall proceed without interruption.
9. BREACH OF CONTRACT
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If either party violates or breaches any material term of this Agreement, such violation or breach
shall be deemed to constitute a default,and the other party has the right to seek such administrative,
contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if
either party,by reason of any default,fails within fifteen(15)days after notice thereof by the other
party to comply with the conditions of the Agreement, the other party may terminate this
Agreement. Notwithstanding the foregoing, or anything else to the contrary in this Agreement,
with the sole exception of an action to recover the monies the CITY has agreed to pay to the
CONSULTANT pursuant to Paragraph(s)4 and/or 8 hereof,no action shall be commenced by the
CONSULTANT against the CITY for monetary damages. CONSULTANT hereby further waives
any and all claims or rights to interest on money claimed to be due pursuant to this Agreement,
and waives any and all such rights to interest which it claims it may otherwise be entitled pursuant
to law,including,but not limited to,the Local Government Prompt Payment Act(50 ILCS 501/1,
et seq.),as amended,or the Illinois Interest Act(815 ILCS 205/1, et seq.),as amended.The parties
hereto further agree that any action by the CONSULTANT arising out of this Agreement must be
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filed within one year of the date the alleged cause of action arose or the same will be time-barred.
The provisions of this paragraph shall survive any expiration, completion and/or termination of
this Agreement.
10. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT agrees to and shall indemnify and hold
harmless the CITY, its officers, employees boards and commissions from and against any and all
claims, suits,judgments, costs, attorneys fees, damages or other relief,including, but not limited
to, workers' compensation claims, arising out, of negligent actions or omissions or willful
misconduct of the CONSULTANT in connection herewith, including negligence or omissions of
employees or agents of the CONSULTANT arising out of the performance of this Agreement.The
provisions of this paragraph shall survive any expiration, completion and/or termination of this
Agreement.
Each party waives any right it may have against the other at law or in equity to demand or receive
consequential or punitive damages.
11. NO PERSONAL LIABILITY
No official,director, officer, agent or employee of either Party shall be charged personally or held
contractually liable under any term or provision of this Agreement or because of their execution,
approval or attempted execution of this Agreement.
12. INSURANCE
CONSULTANT shall provide, maintain and pay for during the term of this Agreement the
following types and amounts of insurance:
A. Comprehensive Liability. A policy of comprehensive general liability insurance
with limits of at least $1,000,000 aggregate for bodily injury and $1,000,000
aggregate for property damage.
The CONSULTANT shall deliver to the DIRECTOR a Certificate of Insurance
naming the CITY as additional insured. The policy shall not be modified or
terminated without thirty(30) days prior written notice to the DIRECTOR.
The Certificate of Insurance shall include the contractual obligation assumed by the
CONSULTANT under Paragraph 10 entitled"Indemnification".
This insurance shall be primary and non-contributory to any other insurance or self-
insurance programs afforded to the CITY. There shall be no endorsement or
modification of this insurance to make it excess over other available insurance.
B. Comprehensive Automobile Liability. Comprehensive Automobile Liability
Insurance covering all owned, non-owned and hired motor vehicles with limits of
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not less than$500,000 per occurrence for bodily injury and/or property damage.
C. Combined Single Limit Policy. The requirements for insurance coverage for the
general liability and auto exposures may be met with a combined single limit of
$1,000,000 per occurrence subject to a$1,000,000 aggregate.
D. Professional Liability. The CONSULTANT shall carry CONSULTANT's
Professional Liability Insurance covering claims resulting from error, omissions or
negligent acts with a combined single limit of not less than$1,000,000 per claim.
A Certificate of Insurance shall be submitted to the DIRECTOR as evidence of
insurance protection. The policy shall not be modified or terminated without thirty
(30) days prior written notice to the DIRECTOR.
13. NONDISCRIMINATION/AFFIRMATIVE ACTION
The Consultant will not discriminate against any employee or applicant for employment because
of race,color,religion,sex,national origin,age,ancestry,order of protection status,familial status,
marital status, physical or mental disability, military status, sexual orientation, or unfavorable
discharge from military service which would not interfere with the efficient performance of the
job in question. Consultant shall take affirmative action to comply with the provisions of Elgin
Municipal Code Section 5.02.040 and will require any subcontractor to submit to the City a written
commitment to comply with those provisions. Consultant shall distribute copies of this
commitment to all persons who participate in recruitment, screening, referral and selection of job
applicants and prospective subcontractors. Consultant agrees that the provisions of Section
5.02.040 of the Elgin Municipal Code, 1976, as amended, is hereby incorporated by reference, as
if set out verbatim.
No person shall be denied or subjected to discrimination in receipt of the benefit of any services
or activities made possible by or resulting from this Agreement on the grounds of race, color,
religion,sex,national origin,age,ancestry,order of protection status,familial status,marital status,
physical or mental disability, military status, sexual orientation, or unfavorable discharge from
military service.
Any violation of this paragraph shall be considered a violation of a material provision of this
Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part,
of the Agreement by the CITY.
14. ASSIGNMENT AND SUCCESSORS
This Agreement and each and every portion thereof shall be binding upon the successors and the
assigns of the parties hereto; provided, however, that no assignment shall be made without the
prior written consent of the CITY.
15. DELEGATIONS AND SUBCONTRACTORS
Any assignment,delegation or subcontracting shall be subject to all the terms,conditions and other
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provisions of this Agreement and the CONSULTANT shall remain liable to the CITY with respect
to each and every item, condition and other provision hereof to the same extent that the
CONSULTANT would have been obligated if it had done the work itself and no assignment,
delegation or subcontract had been made. Any proposed subcontractor shall require the CITY's
advanced written approval.
16. NO CO-PARTNERSHIP OR AGENCY
This Agreement shall not be construed so as to create a partnership, joint venture,employment
or other agency relationship between the parties hereto.
17. SEVERABILITY
The parties intend and agreed that, if any paragraph, sub-paragraph, phrase, clause or other
provision of this Agreement, or any portion thereof, shall be held to be void or otherwise
unenforceable, all other portions of this Agreement shall remain in full force and effect.
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18. HEADINGS
The headings of the several paragraphs of this Agreement are inserted only as a matter of
convenience and for reference and in no way are they intended to define, limit or describe the
scope of intent of any provision of this Agreement, nor shall they be construed to affect in any
manner the terms and provisions hereof or the interpretation or construction thereof.
19. MODIFICATION OR AMENDMENT
This Agreement and its attachments constitutes the entire Agreement of the parties on the subject
matter hereof and may not be changed, modified, discharged or extended except by written
amendment duly executed by the parties. Each party agrees that no representations or warranties
shall be binding upon the other party unless expressed in writing herein or in a duly executed
amendment hereof, or change order as herein provided.
20. APPLICABLE LAW
This Agreement shall be deemed to have been made in, and shall be construed in accordance with
the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any
rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois.
21. NEWS RELEASES
The CONSULTANT may not issue any news releases without prior approval from the
DIRECTOR,nor will the CONSULTANT make public proposals developed under this Agreement
without prior written approval from the DIRECTOR prior to said documentation becoming matters
of public record.
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22. COOPERATION WITH OTHER CONSULTANTS
The CONSULTANT shall cooperate with any other consultants in the CITY's employ or any work
associated with the PROJECT.
23. INTERFERENCE WITH PUBLIC CONTRACTING
The CONSULTANT certifies hereby that it is not barred from bidding on this contract as a result
of a violation of 720 ILCS 5/33E et seq.or any similar state or federal statute regarding bid rigging.
24. SEXUAL HARASSMENT
As a condition of this contract, the CONSULTANT shall have written sexual harassment policies
that include, at a minimum,the following information:
A. the illegality of sexual harassment;
B. the definition of sexual harassment under state law;
C. a description of sexual harassment,utilizing examples;
D. the vendor's internal complaint process including penalties;
E. the legal recourse, investigative and complaint process available through the
Illinois Department of Human Rights, and the Illinois Human Rights Commission;
F. directions on how to contact the department and commission;
G. protection against retaliation as provided by Section 6-101 of the Human Rights
Act.
A copy of the policies shall be provided by CONSULTANT to the Department of Human
Rights upon request 775 ILCS 5/2-105.
25. SUBSTANCE ABUSE PROGRAM
As a condition of this Agreement, CONSULTANT shall have in place a written substance abuse
prevention program which meets or exceeds the program requirements in the Substance Abuse
Prevention Public Works Project Act at 820 ILCS 265/1 et seq. A copy of such policy shall be
provided to the City's Assistant City Manager prior to the entry into and execution of this
Agreement.
26. WRITTEN COMMUNICATIONS
All recommendations and other communications by the CONSULTANT to the DIRECTOR and
to other participants which may affect cost or time of completion, shall be made or confirmed in
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writing. The DIRECTOR may also require other recommendations and communications by the
CONSULTANT be made or confirmed in writing.
27. NOTICES
All notices,reports and documents required under this Agreement shall be in writing and shall be
mailed by First Class Mail,postage prepaid, addressed as follows:
A. As to the CITY:
William A. Cogley
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin,Illinois 60120-5555
B. As to the CONSULTANT:
John M.Nardozzi,P.E.
Principal Engineer
Ramboll
333 South Wacker Drive, Suite 2700
Chicago, Illinois 60606
28. COMPLIANCE WITH LAWS
Notwithstanding any other provision of this Agreement it is expressly agreed and understood that
in connection with the performance of this Agreement that the CONSULTANT shall comply with
all applicable federal, state, city and other requirements of law, including, but not limited to, any
applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal
status of employees. Without limiting the foregoing, CONSULTANT hereby certifies,represents
and warrants to the CITY that all CONSULTANT's employees and/or agents who will be
providing products and/or services with respect to this Agreement shall be legally authorized to
work in the United States. CONSULTANT shall also at its expense secure all permits and licenses,
pay all charges and fees and give all notices necessary and incident to the due and lawful
prosecution of the work, and/or the products and/or services to be provided for in this Agreement.
The CITY shall have the right to audit any records in the possession or control of the
CONSULTANT to determine CONSULTANT's compliance with the provisions of this
paragraph. In the event the CITY proceeds with such an audit the CONSULTANT shall make
available to the CITY the CONSULTANT's relevant records at no cost to the CITY.
CONSULTANT shall pay any and all costs associated with any such audit.
29. EXECUTION
This Agreement may be executed in counterparts, each of which shall be an original and all of
which shall constitute one and the same Agreement. This Agreement may be executed
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electronically and any signed copy of this Agreement transmitted by fax machine or email shall be
treated in all manners and respects as an original document. The signature of any party on a copy
of this Agreement transmitted by fax machine or e-mail shall be considered for these purposes an
original signature and shall have the same legal effect as an original signature. •
IN WITNESS WHEREOF, the parties hereto have entered into and executed this
AGREEMENT effective as of the date and year first written above.
CITY OF ELGIN: RAMBOLL AMERICAS ENGINEERING
SOLUTIONS, INC.:
By
Richard G.Kozal, City M. •r.er igna ur
Att st: By.
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Legal Dept\Agreementaamboll Agr-356-358 Dundee Ave-Site Remediation-11-18-22.doex•
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ATTACHMENT A
RAMB LL ENVIRONMENT
& HEALTH
Mr. William A. Cogley
Corporation Counsel/Chief Development Officer
City of Elgin
150 Dexter Court
Elgin, IL 60120
Proposal for Site Remediation Program Services
356-358 Dundee Avenue, Elgin,Illinois
Dear Mr. Cogley:
Ramboll Americas Engineering Solutions, Inc. (Ramboll) is pleased to submit this October 26,2022
proposal to perform environmental services under the Illinois Site Remediation
Program (SRP) at the above-referenced site. The purpose of these services is to
advance the site toward attainment of a No Further Remediation (NFR) letter. The
scope of services offered herein will include SRP site enrollment and Illinois
Environmental Protection Agency (Illinois EPA) coordination, conducting a
supplemental site investigation, and preparing a SRP report. The proposed
services will be conducted in general accordance with the procedures and Ramboll
requirements of the Illinois SRP regulations found at 35 Illinois Administrative 333 West Wacker Drive
700
Code (IAC) Part 740 - Site Remediation Program. Chica o,
Chica I
go,IL 60606
USA
A. BACKGROUND AND PROJECT UNDERSTANDING
T+1 312 288 3800
Ramboll understands that the City of Elgin (City) has acquired the 356-358 F+1 312 288 3801
Dundee Avenue site which is identified by Parcel Identification Number (PIN) https://ramboll.com
06-13-102-024. The site consists of a 0.079-acre parcel of land that is
surrounded by several other City owned parcels including 350 Dundee Avenue to CRM# 110435
the south, and 309 Cherry Street to the north. Upon purchase of the property,
the City demolished the existing single story, two-unit commercial building on the
property that covered 2,087 square feet (SF) of the site. This structure most
recently was occupied by Alcoholics Anonymous (356 unit) and All American Tax
Service (358 unit).
In January 2022, the City retained Ramboll to conduct environmental due
diligence of the site prior to its acquisition. This work consisted of a Phase I
Environmental Site Assessment (Phase I ESA) dated February 9, 2022 followed
by a Phase II ESA dated March 16, 2022. The Phase I ESA identified one
recognized environmental condition (REC) in connection with the property,
summarized as follows:
• Based on a review of available historical information, the site was residential
in nature until 1950, when a small commercial building was developed. The
building was used primarily for small businesses including a dry cleaner, a
driving school, and tax company. The building appears to have had several
additions over time. Evidence suggests the building was occupied from 1962
to 1975 by North End Cleaners. The EDR database report does not indicate
whether the facility was a drop-off facility only or conducted dry cleaning
operations. Features of this former dry cleaner are unknown; however, the
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356-358 Dundee Ave SRP Site Invest Proposal-Final.dooc
R A M'B L'L
use of solvent-based dry cleaning chemicals is likely and the site has not been investigated. The
historic dry cleaner at the site constitutes a REC and a vapor encroachment condition (VEC).
Subsequently, a Phase II ESA was initiated, and an investigation found that groundwater impacts were
present on the site. The contaminants identified (PCE and chloroform) were most likely associated with past
dry cleaning operations that took place on-site.The overall conclusion of the Phase II ESA was stated as:
• Based on the presence of volatile constituents that are associated with dry cleaning operations at
concentrations above regulatory criteria, this Phase II ESA confirms that the REC identified in the
Phase I ESA exists at the subject property.
The purpose of the proposed scope of services is to enroll the site into the Illinois SRP and seek the
oversight of the Illinois EPA as the site moves toward attainment of a NFR letter. The initial work will
include supplemental site investigation to 1) further delineate areas of contamination and 2) assess the
portion of the site where the former building was located. Additionally, a more detailed groundwater
assessment will be conducted with the intent of characterizing the groundwater conditions such that a
SRP compliant remediation plan can be developed and implemented.
SCOPE OF SERVICES
Task 300 — SRP Site Enrollment/Illinois EPA Coordination
To initiate the project under the Illinois SRP, Ramboll will prepare necessary forms and documents to
facilitate enrollment in the program. These include preparation of Illinois EPA Form DRM-1 which
describes the site and presents the City's intended plan to investigate and remediate the site. A site
base map will also be developed as required by the SRP to define the site and surrounding land use.
For the purposes of this proposal, Ramboll assumes that the City will opt for a Focused NFR letter(as
compared to a Comprehensive NFR) based on the limited scope of the contamination identified to date.
The source for contamination appears to be limited to dry cleaning chemicals, therefore, volatile organic
compound (VOC) impacts will be the focus of this assessment. By pursuing a Focused NFR, the extent of
investigation will be more limited and the NFR letter will specifically cite the contaminants (i.e., VOCs)
that were identified and addressed.
As necessary during the project, Ramboll's Project Manager will communicate with the assigned Illinois
EPA Project Manager to advise of planned field activities and discuss the scope of work being conducted.
Further, progress checks will be made to facilitate prompt resolution of technical issues and address any
potential delays in the project schedule.
Consistent with existing SRP projects with the City, the City will enter into an agreement with the Illinois
EPA for technical review and be responsible for payment of the initial $500 advance partial payment for
Illinois EPA review services and any subsequent billing by the Illinois EPA associated with review
services and issuance of the NFR letter.
Task 400 — Supplemental Site Investigation
The Supplemental Site Investigation (SSI) will be completed to further delineate volatile impacts and
characterize the site using the following protocols.
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Utility Location
Ramboli will coordinate through its drilling subcontractor to arrange for a private utility location at the
above-referenced site prior to invasive site activities. If any private utilities are known or suspected, it is
the client's responsibility to inform Ramboli prior to the start of the site investigation. JULIE will also be
contacted to arrange for utility location in adjacent public property and rights of way.
Health and Safety Plan
A site-specific health and safety plan (HASP) will be prepared and adhered to in the field during all
field-related activities. All Ramboli project personnel and subcontractor personnel assigned to the
project will have completed, at a minimum, required OSHA training in accordance with 29 CFR Part
1910.120. A Project Safety Orientation will be conducted with the drilling subcontractor prior to the start
of work.
Soil Assessment and Delineation
Ramboli will utilize generally accepted environmental sampling procedures to assess current site
conditions including advancement of soil borings and collection of soi samples. A GeoProbe drill rig (a
hydraulically operated push-probe) will be utilized as the means for maximizing the production rate of
field sampling activity.
Eight soil borings will be advanced at the site: six soil borings will be located within the site boundary
and serve to further investigate potential soil impacts on the site. These six borings will be located
within the footprint of the former on-site building that was inaccessible for the purposes of subsurface
sampling at the time the March 2022 Phase II ESA was performed. Two soil borings will be advanced
off-site on City-owned property. The off-site borings will be positioned to the northeast and southwest of
the site. These borings will serve as the location of upgradient and downgradient monitoring wells as
discussed below.
Soil borings will be advanced to a depth of approximately 25 to 30 feet bgs where a dense sand is
anticipated to be encountered, or less if a bedrock or other confining soil layer(i.e., hard clay) is
encountered.
The geology of the soils will be characterized and logged simultaneously with sampling activities. Augers
(used during well installation) and outer casing will be decontaminated between borings with an Alconox
solution to prevent cross-contamination. Upon completion, soil cuttings will be placed in the empty
boreholes. The boreholes will be patched to match surrounding surface conditions.
Soil samples will be collected at two-foot intervals and field screened with a photoionization detector
(PID) with an appropriate lamp. Samples will be selected for laboratory analysis based on PID results
and visual observations made during the sampling activities. If no observations of impact are made, a
sample will be collected from directly above the groundwater water level. One sample will be selected
from each boring and submitted for laboratory analysis. Based on field observations, Ramboli field
personnel will collect additional soil samples to assist with vertical delineation of contamination, if
deemed warranted based on field conditions. Such samples would be analyzed as additional work if
authorized by the City.
At one soil boring location, a soil sample will be collected and analyzed for fraction of organic carbon
content (foc). The sample will be selected from a soil boring that shows no evidence of organic impact
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based on PID readings and visual/olfactory indications. This sample will be analyzed for volatile organic
compounds (VOCs), semi-volatile organic compounds (SVOCs), and total petroleum hydrocarbons (TPH)
to demonstrate that the foc sample is from an area that is unimpacted by organic contaminants. The foc
value will be used to determine site-specific soil remediation objectives using TACO Tier 2 calculations.
Groundwater Assessment
Ramboll will select four of the soil boring locations for the installation of permanent, 2-inch diameter
PVC monitoring wells with 10-foot slotted screens. Based on the Phase II ESA, the monitoring wells are
planned to be approximately 30 feet in depth. One of the locations will serve as an upgradient well to
assess whether any volatile contaminants are moving through the groundwater from off-site sources;
while another well will be positioned downgradient of the site. These two wells have been preselected
and will be off-site, but located on City-owned property. The downgradient monitoring well will help to
assess groundwater gradient and assist in determining if contaminant sources are migrating off-site in
the downgradient direction. These two wells will be determined in the field based on groundwater yield
and other considerations. For the purposes of this proposal, it is assumed that groundwater flow is in a
westerly or southwesterly direction toward the Fox River which is located approximately 4,000 feet to
the west.
The newly installed monitoring wells will be surveyed and an interface probe will be used to determine
the depth to groundwater so that a groundwater contour map can be constructed and the hydraulic
gradient calculated. Further, two monitoring wells will be selected to conduct slug tests to determine the
hydraulic conductivity of the aquifer. Monitoring wells will be finished with stick up well coverings with
locks.
Soil Vapor Evaluation
The current Illinois TACO regulations (35 IAC Part 742) require the evaluation of soil vapor as part of a
complete site characterization if buildings are present on-site or are anticipated in the future. While the
existing on-site building has been demolished, it is unknown whether future redevelopment of the site
may call for the construction of occupied buildings. Therefore, Ramboll will incorporate a limited soil
vapor evaluation using groundwater data collected during the Supplemental Site Investigation and prior
groundwater data from the March 2022 Phase II ESA and comparing to applicable Illinois EPA
groundwater-to-soil gas remediation objectives. No installation or sampling of soil vapor probes are
included in this scope of work.
Potable Water Well Survey
Ramboll will research public records to determine the location of potable water supply wells in the
vicinity of the subject site. This will be accomplished by accessing the Illinois EPA's GIS database and/or
by submitting inquiries to designated state and local agencies.
Laboratory Analytical Program
The following table summarizes the proposed analytical program for the Supplemental Site
Investigation.
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Description Media No.;of Est. Depth 'No.,of Analytical
Borings (ft. bgs) Samples Parameters/Methods
1 Soil Borings Soil 8 25-30 8 VOCs
(Method 5035/8260C)
Soil Boring ; Soil 1 (selected Field Det. 1 for (ASTM D-2974-00)
' from the 8 SVOCs (8270D)
•
listed above) ; TPH (8015D)
2 Monitoring Groundwater 4 30 4 VOCs
Wells
(Method 8260C)
VOCs=Volatile Organic Compounds
SVOCs—Semi-volatile Organic Compounds
TPH—Total Petroleum Hydrocarbons
foc—Fraction of Organic Carbon
All samples collected during the investigation will be submitted to an accredited laboratory for analysis
of the above-listed parameters. Ramboll will contact the City to discuss the need to analyze any
additional samples based on site observations and/or laboratory analysis of initial soil samples.
Supplemental laboratory analyses will be billed in addition to the proposed fee, if authorized by the City.
Task 500 — SRP Reporting
Following receipt of analytical data, Ramboll will prepare a report for submittal to Illinois EPA Site
Remediation Program. It is anticipated that the report will combine the elements of an SRP Focused Site
Investigation Report, Remediation Objectives Report, and Remedial Action Plan. The report will be
accompanied by Illinois EPA Form DRM-2 and include the following elements:
• Soil Delineation: Ramboll will evaluate the data collected from the soil delineation samples to
determine the potential area of soil impacts, if any, that exceed TACO Tier 1 soil remediation
objectives. If exceedances are noted, the report will incorporate Tier 2 calculations, as applicable, in
a section addressing the remediation objectives for the site. At present, Ramboll understands that
the City will seek to avoid remedial solutions that involve placement of engineered barriers or other
on-site controls that may limit the future redevelopment potential of the site.
• Groundwater Assessment: Groundwater assessment and site characterization tasks will include:
- Tabulate current and past groundwater data (i.e., that obtained during the March 2022 Phase II
ESA) in comparison to Class I groundwater remediation objectives.
- Prepare a revised site location map indicating the locations of all monitoring wells, groundwater
contours, and the direction of groundwater flow.
- Provide a detailed narrative of the field investigation work to document the work completed. In
particular, the field methodology used to conduct the slug tests and evaluation of the slug test
data to determine the hydraulic conductivity of the aquifer.
- Ramboll will utilize the results of slug test and hydraulic gradient calculations to model the
potential extent of contamination in the downgradient direction which is assumed to be toward
the Fox River. Modeling will utilize TACO Equation R-26.
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RAMB LL
• Soil Vapor Evaluation: Ramboll will utilize the new groundwater data obtained to determine if the
site satisfies the remediation objectives specific to the indoor inhalation exposure route (i.e., vapor
intrusion). This assessment will be based on the TACO regulations (35 III. Admin. Code Part 742).
Ramboll will develop Tier I screening tables for the indoor inhalation exposure route (either
Appendix B Table H or Table I, as appropriate) and consider the residential site use scenario.
• Remedial Action Plan: For the scope of this project, the Remedial Action Plan (RAP) is assumed to be
limited to the implementation of a groundwater use restriction. If other remedial strategies are
determined to be necessary based on the results of the site investigation, additional elements of a
RAP may be needed such as soil excavation and disposal, construction of engineered barriers, etc.
These items are not included in this base scope of work.
B. COMPENSATION AND TERMS
Ramboll proposes to complete the scope of work as described herein on a time and materials basis with
an estimated not-to-exceed fee of$43,765.00,which includes Ramboll's professional labor costs,
subcontracted drilling and laboratory services, field equipment, travel and direct expenses required to
complete this scope of work. A detailed cost breakdown is provided as Attachment 1. The estimated fee
is broken down as follows:
Estimated Effort
Task McBride Site.Investigation Services, (hours) Estimated Cost
300 SRP Site Enrollment/Illinois EPA Coordination 22 $3,869.00
400 ' Supplemental Site Investigation 60 $22,214.00
(Field Labor, Drilling and Lab Services)
500 SRP Reporting 110 $17,682.00
Total Estimated Not to Exceed Cost 192 $43,765.00
Schedule
Ramboll is prepared to initiate project activities upon written authorization from the client to proceed.
Ramboll anticipates that field work can be scheduled within 10 to 15 business days of authorization
assuming there are no site access restrictions. Laboratory reporting will require approximately 5 to 7
calendar days. Ramboll anticipates that the SRP report will be submitted to the client within 60 calendar
days after completion of the field work.
Ramboll will coordinate site enrollment activities concurrent with the supplemental site investigation so
that the administrative aspects of the enrollment process do not unduly delay the project.
Terms and Conditions
Terms and conditions for the work will be in accordance with Ramboll's standard service terms
(Attachment 2)..If services beyond the base scope of work are required and authorized by the City, the
work will be performed in accordance with Ramboll's Preferred Labor Rate Schedule (Attachment 3).
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Assumptions
The following general cost assumptions have been considered in developing the scope of services and
project fee:
1. All field work will be performed under safety Level D personal protective equipment (PPE)
procedures. If upgrades to Level C or B are required, additional costs will accrue.
2. Work will occur during normal workday hours (Monday through Friday, 7:00am to 5:00 pm). If work
is required at night or on weekends, cost surcharges may be applicable to labor rates and
subcontracted costs anticipated in the budget.
3. Laboratory charges are based on 5 to 7 business day laboratory turnaround time.
4. Field work will be performed under reasonable weather conditions and without major weather delays
or interruptions.
5. Field work anticipates the use of standard GeoProbe equipment for soil borings and monitoring well
installation. Extra costs may accrue for specialty drilling equipment, if necessary, based on site
conditions.
6. The client will provide the legal right of entry to the site and adjacent City owned properties and
compile available information that may be pertinent to conducting the scope of work as described
herein.
7. The project budget assumes clear access to the locations where soil and groundwater sampling is to
occur. The project budget does not include cost for removing or relocating debris, extensive concrete
coring, demolition of any structure or impediment, utility relocation or modification, or any other
related activity associated with gaining access to investigation areas.
' 8. Costs associated with repair of replacement of damaged utilities that are unmarked by the private
utility locator and/or JULIE, or not otherwise brought to the attention of Ramboll by the client prior to
performing field work are not included.
9. Costs to address multiple reviews by additional third parties that require submittal of additional
report drafts or labor are not included in the budget. -
10.This proposal does not include responding to future comments or review letters from Illinois EPA.
Such efforts will be performed under a separate scope of work.
We appreciate the opportunity to provide this proposal and look forward to the opportunity of working
with you on this project. Please feel free to contact the undersigned if you have any questions regarding
this proposal. .
Sincerely,
ivt Gam- 6
en M. Nardozzi, PE
for Managing Engineer
1 773 796 4601 •
M+1 630 881 7226
iohn.nardozziitramboll.com
Attachments:
.t
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RAMB LL
Attachment 1 - Summary of Estimated Costs
Attachment 2 - Standard Service Terms and Conditions
Attachment 3 - Preferred Fee Schedule
ACCEPTANCE AND AUTHORIZATION TO PROCEED:
THE CITY OF ELGIN
By:
Name:
Title:
Date:
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356-358 Dundee Ave SRP Site Invest Proposal-Final.dooc
• ATTACHMENT 1-SUMMARY OF ESTIMATED COSTS
•
CLIENT:City of Elgin 10/26/2022
PROJECT DESCRIPTION:356-358 Dundee Ave.-SRP Site Investigation and Reporting
PROJECT/PROPOSAL:
RAMBOLL PROJECT MANAGER:J.Nardozzi
Task Number: Task1 Task 2 Task 3
Task Description: SRP Enrollment/ Supplemental Site SRP Reporting
IEPA Coord Investigation TOTAL
PERSONNEL Preferred Rate
Project Manager 2/Principal Hours 8 6 20 34
1.Nardord $229 Costs 1832 1374 4580 $7,786
Senior Engineer Hours 0 2 6 8
T.Rofnunn $168 Costs 0 336 1008 $1,344
Engineer 2 Hours 0 12 6 18
A.earbeaa $120 Costs 0 1440 720 $2,160
Sdentist2 Hours 0 0 12 12
Gor¢ynskla-Pago.Maggie $120 Costs 0 0 1440 $1,440
Sdentist3 Hours 6 40 42 _ 88
R.Horan $150 Costs 900 6000 6300 $13,200
Business Professional Hours 6 0 16 22
sstolr - $120 Costs 720 0 1920 52,640
Administrative Assistant 3 Hours 2 0 8 10
1.Plamann 586 Costs 172 0 688 $860
Hours 22 60 110 192
SUBTOTAL LABOR Costs $3,624 $9,150 $16,656 $29,430
Administrative 6.0% Fee $217 $549 $999 $1,766
SUBTOTAL LABOR WITH ADMINISTRATIVE - '$3,841 $9,699 < $17,655 $31,196
CLIENT:City of Elgin
PROJECT/PROPOSAL:0
Task Number: Task1 Task2 Task3
Task Description: SRP Enrollment/ Supplemental Site SRP Reporting
IEPA Coord investigation
TOTAL
EXPENSES
GW Sampling Supplies 4 Wells/8 borings $0 $675 $0 $675
Field Equipment(PID,Sampling,GPS) $D $375 $0 $375
PPE Supplies $0 $75 $0 $75
VehIcles/Mileage 2 site visits $0 $275. $0 $275
REBILLABLES
Lodging $0 $0 $0 $0
Meals $0 $0 $0 $0
Travel(Air,Train,Bus,Cab) $0 $0 $0 $0
Safety Audit $0 $0 $D $0
Rental Vehicles $0 £0 $8 a50
5.0%Fee $0 S0 $0 $0
Sub Total $0 $0 $0 $0
Per Diem:Meals&Expenses(GSA Overnigl GSA Rates: No Fee $0 $64 $0 $64
Per Diem:Meals&Expenses(GSA Day Rat,GSA Rates: No Fee $0 $0 $0 $0
Sub Total $0 $53 $0 $53
Misc.Proj.Materials/Supplies(shipping) $25 $55 $25 $105
10.0%Fee $3 $6 $3 $11
Sub Total $28 $61 $28 $116
SUBTOTAL REBILLABLES . '.528 - ' :::..:=._5114'• ,. , $28 . ,. , ., ..:--.$169
SUBCONTRACT SERVICES
Cori per
Laboratory Analytkal Services Number of Samples sample
Soil Samples-VOCs+Field Preservation Kit 8 78 $0 $624 $0 $624
GW Samples-VOCs 4 55 $0 $220 $0 $220
Site Characterization Samples(foc,SVOC,TPH) 1 265 $0 $265 $0 $265
Misc.Lab Fees 1 50 $0 $50 $0 $50
Analytical Subtotal 14 398 $0 $1,159 $0 $1,159
Orilllna Subcontractor
Earth Solutions,St.Charles 1-1/2-Day On-site Services $0 $6,442 $0 $6,442
Earth Solutions,St.Charles Private Utility Locate $0 $750 $0 $750
Soil Cuttings/Purge water disposal 6-55 Gal.Drums $0 $1,650 $0 $1,650
SUBCONSULTANT SERVICES
$0 $0 $0 $0
$0 $0 $0 $0
Subtotal 50 $10,001 $0 $10,001
Administrative Fee 10.0%Fee $0 $1,000 $0 $1,000
r....SUBTOTALSUB.SERVICES .$0 <.'! -.',$11,001 - $0'-I: 531.001.
TOTALESTIMATED ElaT. $3,869 $22,214 $17,683 $43,765
Cost Summary aenr/zazz
RAMB LL ENVIRONMENT
& HEALTH
CONFIDENTIAL
Rambo!! Americas Engineering Solutions, Inc. — Midwest Central
PREFERRED FEE SCHEDULE
Effective July 1, 2022 — June 30, 2023
Personnel Category " ]FA Level Hourly Billing Rate: f
Officer/ Director/ Principal L09 $229
Project/Technical/'Division Manager 2 L08 . $205
Project/Technical/ Division Manager 1 L07 $168
Engineer 3/ Scientist 3 - ' L06 $150
Engineer 2/ Scientist 2 L05 •* ,$120
Engineer 1 / Scientist 1 L04 $103
Business Professional 2
Business Professional 1 -. L04 $103
Senior Technician LO3 $86
Technician/Intern L02 $64
Administrative Assistant /;a �a�' ��L03�, $86
Project Expenses -
Travel, lodging, meals, fuel, rental vehicle: .` \\ 5%
9' 9r �;.a ,ti �,. Cost +
Field equipment, supplies, company vehicles, mileage,'per diem Per unit rates
In-house expenses / \\ s�
(e.g., computers, software and support, photocopi� es, office supplies, 6% of invoiced labor
postage
long-distance telephone, e'proj�t closeout, file storage)
sVc V
Rebillabl'es
Vendor expense 'A:'\,
(e.g., materials,\external'dfrawing,and document reproduction, Cost + 10%
•
express,deliery.`miscellaneous field supplies)
Subcontracted Services
Drilling, labo story.,<a`nd other subcontractors and subconsultants Cost + 10%
Note: A labor multiplier of 1.5 times the normal rate will be used for all staff providing sworn testimony.
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RAMB. LL
RAM BOLL AMERICAS ENGINEERING SOLUTIONS, INC.
STANDARD SERVICE TERMS AND CONDITIONS
1. Definitions. As and when used in this Agreement, 5. Status. Except as otherwise provided in this
each of the following terms shall have the meaning set Agreement, RAMBOLL shall perform the Services as an
forth below: independent contractor and shall have sole control over
a) Agreement shall mean this Proposal, including the the employment, assignment, discharge and
following: Letters of Authorization or the job specific compensation of its employees. RAMBOLL shall be
terms on the face of any Purchase or Change Order solely responsible for complying with all applicable,
and the other Exhibits incorporated in this Proposal. federal,state and local employment, wage,tax, and
b) Law shall mean federal, state, local and other insurance laws and licensing requirements.
jurisdictional statutes, laws, ordinances, rules, 6. Standard of Care. RAMBOLL agrees to correct or re-
regulations, and codes applicable to Services. perform, without additional cost to Client,any Service
c) Losses shall mean monetary damages suffered or not performed in accordance with the professional
costs and expenses incurred, including interest and standard of care prevailing at the time and in the place
reasonable attorneys fees, as a result of any where such Service is performed. Client acknowledges
demand made, cause of action asserted,judgment that scientific, medical, and health and safety
or decree entered, or any fine or penalty imposed,or knowledge and expertise is always evolving, and that
any settlement payment consented to by both RAMBOLL's work, conclusions and opinions cannot fully
parties in connection with this Agreement. anticipate or take into account changes in knowledge or
d) RAMBOLL shall mean the Ramboll company issuing expertise that develop after the Services are performed.
the Proposal, Ramboll Americas Engineering The services and all deliverables are rendered based on
Solutions, Inc., unless otherwise stated in the the specific circumstances and conditions described in
Proposal. RAMBOLL's Proposal and are intended for use by the
Client only in connection with the purpose set forth in
e) Project shall mean the overall work to be the Proposal. RAMBOLL disclaims all warranties relating
performed, including Services to be performed by to any other use and Client shall indemnify,defend and
RAMBOLL or others on behalf of Client at or in hold harmless RAMBOLL against any and all losses
connection with project site(s). relating to such other use.
f) Reimbursable Expenses shall mean the expenses 7. Third Parties.The Services including, without
reasonably incurred by RAMBOLL, its agents and limitation, related communications and
subcontractors in performing Services, including, but deliverables/work product, and the contents of such
not limited to, materials, supplies, use of specialized communications and deliverables/work product,are
equipment,travel and subsistence costs, including solely for Client's benefit and may not be relied upon by
mileage, cellular and non-local telephone and other or disclosed to any third party without RAMBOLL's
communication charges, express delivery, postage express written consent. In addition, Client shall not
and freight charges, word processing, computer attribute any statement to RAMBOLL without RAMBOLL's
processing and reproduction and printing charges express written consent. RAMBOLL shall be entitled to
required in providing Services, and technical services injunctive relief preventing/prohibiting others, plus permit fees, taxes, charges and any disclosure or
attribution prohibited hereunder, and Client shall
assessments on Services (unless specifically included release, indemnify, defend and hold harmless the
in the Scope of Services). RAMBOLL from any and all losses arising from or related
g) Services shall mean the professional, technical and to such unauthorized disclosure or attribution.
other consulting services, work or tasks to be g, Insurance. Throughout the term of this Agreement,
performed by RAMBOLLand its.subcontractors as RAMBOLL shall maintain insurance in amounts not less
described in the Proposal. than shown:
2. Changes in Scope. Client shall have the right within
the general purpose and intent of the Project to change, a)Worker's Statutory amount
add or delete items from Services in writing and subject j Compensation. where Services are
only to the agreement of RAMBOLL with respect to the performed
effect on cost and schedule. b)Automobile $1,000,000
c) General Liability $1,000,000
3. Payment. Payment of RAMBOLL's monthly invoice shall d) Professional.
be due upon receipt. Balances more than thirty (30) Liability $1,000,000
days past due shall accrue interest at the rate of 1% per e) Excess Umbrella $3,000,000 on "b" &"c"
month or part thereof until paid.
4. Term. Unless otherwise provided in this Agreement, Client agrees to require all third parties engaged by or
the Term hereof shall be from the date this Agreement through Client in connection with the Project to provide
is signed by both Client and RAMBOLL until the RAMBOLL with current Certificates of Insurance
obligations imposed hereunder are fully satisfied or this endorsed to include RAMBOLL as an additional insured
Agreement is otherwise terminated. All Services shall on their"b," "c" and "e" policies of insurance and
be deemed to have been performed during the Term authorizes RAMBOLL to enforce this provision directly
hereof. with all Project related third-parties.
REV: 9/2022 I PAGE 1
RA,M B L'L
9. Compliance with Law. RAMBOLL shall comply with all a) maintain a designated representative, who shall be
Law applicable to Services, including federal and state reasonably available to meet with RAMBOLL on
Equal Opportunity Laws,orders and regulations, and Client's behalf;
further, RAMBOLL shall not discriminate against any b) provide RAMBOLL with all relevant Project related
employee or applicant for employment on the basis of data available to Client,and unless otherwise
race, color, religion, sex,sexual orientation, gender provided in the Scope of Services, Client shall
identity, national origin, age, physical and mental provide RAMBOLL with accurate, current land
disability,or veteran status. surveys showing the location of on-site utilities and
RAMBOLL will not provide development, design, subsurface structures, test boring logs and other
manufacture, assembly,testing, maintenance, repairs, subsurface information necessary for performance of
instruction, advice,training,transmission of know-how, Services;
or consulting services in relation to projects involving c) provide all negotiation for, and acquisition of, lands,
items that are subject to applicable legal trade rights-of-way and easements required for
restrictions including restrictions on items that performance of Services;
originated in Russia or Belarus or that have been d) arrange for access, entry and use of property of
exported from Russia or Belarus (as such restrictions Client(including utilities thereon) and others, as and
are amended from time to time). Client therefore when reasonably required by RAMBOLL for
represents and warrants that the project will not require performance of Services.
RAM BOLL to provide any of the services set out above, 13. Additional Cost or Delay. RAMBOLL shall not be
or any other technical services, in relation to these
items. RAMBOLL may terminate this Agreement responsible or liable for delay or additional Project cost
immediately on written notice if RAMBOLL has cause to resulting from:
suspect that the Project may involve any services a) the lack or insufficiency of performance by any
relating to any of the above items. Client shall indemnify person or entity not selected by,engaged by,and
RAMBOLL against all liabilities, costs, expenses, responsible to RAMBOLL,
damages and losses (including but not limited to any b) changes,delays or additional Services not
direct, indirect or consequential losses, loss of profit, necessitated by the acts or omissions of RAMBOLL,
loss of reputation and all interest, penalties and legal c) unreasonable or repeated delay in response to
costs and all other professional costs and expenses) requests, applications or reviews by Client or third
suffered or incurred by RAMBOLL arising out of a breach parties.
of this warranty and/or a termination by RAMBOLL. In
such circumstances RAMBOLL shall be entitled to invoice d) damage to underground utilities or structures not
the Client, and to be paid, in respect of all work carried accurately located on plans, maps or figures
out and all expenses incurred by RAMBOLL up to and furnished to RAMBOLL.
including the date of notice of termination. Moreover, in 14. Change in Law. Client shall bear the cost of any
such circumstances RAMBOLL has no liability towards material change in or addition to Services resulting from
the Client. a change in Law or interpretation effective after the date
10.Confidentiality. Except when 1) authorized by Client of this Agreement.
in writing, 2) previously and independently known, 3) 15. Force Majeure. RAMBOLL, and its affiliates, shall not
subsequently published through no fault of RAMBOLL or be liable in any way because of any delay or failure in
4) lawfully obtained from a third party having performance due to circumstances or causes beyond its
independent knowledge, RAMBOLL shall treat as control,which shall be deemed to include without
confidential all information obtained from Client. limitation strike, lockout, embargo,epidemic, pandemic,
RAMBOLL shall provide Client with reasonable notice of or other outbreak of disease,quarantine restrictions,
and an opportunity to legally resist any effort by a third riot, war, act of terrorism, cyber-attack,flood,fire, act
party to obtain disclosure of confidential information. of God, act of the federal or state government, accident,
RAMBOLL shall be permitted to comply with any judicial failure or breakdown of components necessary to order
order. Client information marked confidential shall be completion, Client, subcontractor or supplier delay or
returned to Client at the conclusion of Services. non-performance, inability to obtain or shortages in
11. Patents. Patentable ideas, products, equipment, labor, materials, protective gear, other supplies or
materials or processes ("Ideas") developed, in whole or manufacturing facilities, compliance with any Law, or
in part,with proprietary information or assistance of circumstances or conditions which in the discretion of
Client shall be the property of Client; provided, RAMBOLL may pose a material risk to the health or
however,that RAMBOLL shall have an unlimited, royalty safety of the employees of RAMBOLL, its affiliates or
free, nonexclusive, nontransferable(other than to its subcontractors. In any such event, RAMBOLL shall give
successors), world-wide license for their use, prompt notice to Client of the event or circumstance and
reproduction, manufacture and sale. Ideas developed by RAMBOLL will be entitled to an equitable adjustment in
RAMBOLL during or as part of its performance of the the time for performance of the Services and to
Services which do not depend on proprietary equitable compensation from Client for the time
information or assistance provided by Client shall be the expended and expenses incurred by RAMBOLL with
property of RAMBOLL; provided, however, that Client respect to the Project.
shall have an unlimited, royalty free, nonexclusive, 16. Other Use of Results. Client acknowledges that
nontransferable license for their use by and for Client. deliverable documents, drawings and data in whatever
12. Client Responsibilities. Client shall on a continuing form ("Documents") produced directly or indirectly
basis throughout the term of this Agreement: through the efforts of RAMBOLL in performing Services
and any analyses, recommendations,or conclusions
("Results")they contain are based upon the specific
REV: 9/2022 I PAGE 2
RAMB:' .LL
circumstances and conditions of the Project and are other prompt written notice of the specific subject(s)
intended solely for use by Client in connection with the and/or circumstance(s) in Dispute. If the Dispute is not
Project. resolved to the mutual satisfaction of the parties within
Any change or other than agreed upon use of ten (10) days of receiving notice,either party may
Documents or Results shall be at the sole risk of Client. request mediation. Mediation shall be 1) by a qualified,
Regardless of when delivered, Documents and Results experienced mediator agreeable to both parties as
shall become the property of Client upon RAMBOLL's supplied by the American Arbitration Association,
receipt of payment. Client agrees to defend, indemnify Endispute, Inc., or other mutually agreeable source, 2)
and hold harmless RAMBOLL from and against any and at the earliest available date of the mediator, and 3) in
all Losses arising from Client's direct or indirect use of the major city closest to the Project site where
Documents or Results, other than in connection with RAMBOLL's Services are performed or as otherwise
Project. agreed by the parties. The cost of mediation services
shall be shared equally by the parties.
17. Suspension of Services. 22. Termination. Either party shall have the right to
a) Client shall have the right to suspend all or part of terminate this Agreement without cause upon thirty
the Services, provided, Client gives RAMBOLL at (30)days' notice.
least seven (7) days' notice of the dates each 23. Modification. This Agreement shall not be modified or
suspension is to begin and end. In the event Client replaced, in whole or in part, except by written
suspends Services for period(s)totaling more than amendment signed by both parties.
ninety (90)days, Client agrees to pay reasonable
costs incurred by RAMBOLL in (i) preserving and 24. Notice. All notices shall be given to the other party in
documenting Services performed or in progress, and writing by hand delivery, by express service providing
(ii) demobilizing and remobilizing Services. proof of delivery, by facsimile transmission and/or by
b) In the event Client does not make timely payment of registered mail, postage paid, return receipt requested,
the invoiced amounts as provided herein, RAMBOLL at the address appearing on the first page of this
shall in addition to its other rights, have the right, Agreement or such other address as the parties shall
upon seven (7) days' notice,to suspend performance from time to time give notice.
of all or part of the Services until (i) all past due 25. Interpretation. This Agreement shall be interpreted
amounts are paid, and (ii) satisfactory assurance of and enforced in accordance with the Laws of the State
prompt future payment is received. of New York except for its choice of law rules.
18. Indemnification. 26. Severability. If any provision of this Agreement is
a) Subject to paragraph 20 of these Standard Service determined or declared by a court of competent
Terms&Conditions, RAMBOLL agrees to defend, jurisdiction to be invalid or otherwise unenforceable,all
indemnify and hold harmless Client, its directors, remaining provisions of this Agreement shall be
officers, employees, agents, successors and assigns unaffected and shall be interpreted so as to give the
from Losses to the extent and in the proportion fullest practicable effect to the original intent of the
caused by the willful misconduct or negligent acts, parties.
errors or omissions of RAMBOLL, its directors, 27. Waiver. Unless otherwise agreed in writing, neither
officers, employees, and its agents, subcontractors, party's waiver of the other's breach of any term or
successors and assigns. condition contained in this Agreement shall be deemed a
b) To the extent and in the proportion not caused by waiver of any subsequent breach of the same or any
the willful misconduct or negligent acts,errors or other term or condition of this Agreement.
omissions of RAMBOLL, its directors, officers, 28. Integration. This Agreement shall constitute the entire
employees or its agents, subcontractors, successors agreement between the parties.There are no
and assigns, Client agrees to defend, indemnify and representations or other agreements, oral or written,
hold said persons harmless from Losses arising in between the parties other than as set forth in this
connection with Project. Agreement.
19. Limitation of Damages. The parties waive any right
they may have at law or in equity to demand or receive
consequential or punitive damages.
20. Liability. The maximum liability of RAMBOLL, its
directors, officers,employees and its agents,
subcontractors,successors and assigns to Client
pursuant to this Agreement, including paragraphs 6
and/or 18a of these Standard Service Terms&
Conditions,shall be limited to Five (5) times the
Agreement amount, but in no event more than
$1,000,000.
21. Mediation of Disputes. The parties agree to make a
good faith effort to resolve any controversy, dispute or
claim arising out of,or related to,this Agreement
("Dispute") by the use of alternative dispute resolution
procedures provided herein, prior to, and as a condition
of, commencing any action or proceeding at law or in
equity. Specifically, each party agrees to provide the
REV: 9/2022 I PAGE 3