HomeMy WebLinkAbout24-119 Resolution No. 24-119
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH RAMBOLL AMERICAS
ENGINEERING SOLUTIONS, INC. FOR PROFESSIONAL SERVICES RELATING TO
SITE REMEDIATION SERVICES FOR 96-122 SOUTH GROVE 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 96-122 South Grove 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: April 24, 2024
Adopted: April 24, 2024
Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
AGREEMENT
THIS AGREEMENT is made and entered into this 24th day of April
2024,by and between the CITY OF ELGIN,an Illinois municipal corporation(hereinafter referred
to as "CITY") and Ramboll Americas Engineering Solutions, Inc., a New York corporation
authorized to do business in the State of Illinois(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
96-122 S. Grove Avenue(Former Crocker Theater Site), 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 96-122 S. Grove Avenue, Elgin, Illinois, as outlined in
CONSULTANT's proposal dated January 16, 2024, 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(8)weeks,by June 30, 2024.
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-Six
Thousand Two Hundred and Forty-Seven Dollars($46,247.00). 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
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CITY to inspect and audit all data and records of the CONSULTANT for work
done under this Agreement. The CONSULTANT shall make these records
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
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,
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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
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.
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B. Comprehensive Automobile Liability. Comprehensive Automobile Liability
Insurance covering all owned, non-owned and hired motor vehicles with limits of
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
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Any assignment,delegation or subcontracting shall be subject to all the terms,conditions and other
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.
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 I Inman
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
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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
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
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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
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: ( g /j1r2 .m
Richard G. Kozal, City Manager ature
A est• By: .. 0I?I9 M • HAY"•z7..,
A'‘a(-(Z) Name/Print:
Title: Pro;ed Occ;est,
City Clerk ./
Legal Dept\Agreement\Ramboll Agr-96-122 S.Grove Ave-Site Remediation-4-17-24.doex
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ATTACHMENT A
ENVIRONMENT
& HEALTH
Mr. William Cogley
Corporation Counsel/Chief Development Officer
Mr. Chris Beck
Assistant Corporation Counsel
City of Elgin
150 Dexter Court
Elgin, IL 60120
Proposal for Site Remediation Program Services
Crocker Theater, Elgin, Illinois
Dear Mr. Cogley and Mr. Beck: January 16,2024
Ramboll Americas Engineering Solutions, Inc. (Ramboll) is pleased to submit this
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 coordination with the Illinois
Environmental Protection Agency (Illinois EPA), conducting site reconnaissance Rambo!!
and groundwater sampling, preparing an updated Remedial Action Plan (RAP), 333 West Wacker Drive
Suite 1050
and developing a cost estimate to implement the RAP. The proposed services will Chicago,IL 60606
be conducted in general accordance with the procedures and requirements of the USA
Illinois SRP regulations found at 35 Illinois Administrative Code (IAC) Part 740 -
Site Remediation Program. T 312 gas 3900
g https://ramboll.com
A. BACKGROUND AND PROJECT UNDERSTANDING
CRM* 157302
The Crocker Theater site is located at 96-122 South Grove Avenue in Elgin. The
site was enrolled in SRP in 2002. By 2014, the site advanced within the SRP to a
point where soil remediation had been performed, and a plan centered on the
proposed construction of a condominium building was developed and approved by
Illinois EPA. Unfortunately, the condominium plan fell through, and the final No
Further Remediation (NFR) letter could not be obtained. In the meantime, the
City of Elgin (City) demolished the former Coin Shop Building located in the
southeast corner of the property and improved the parking lot on the site to
serve the downtown area. New site redevelopment plans have not advanced at
this point in time but are contemplated for the future.
In 2015, the current site conditions along with the existing RAP and existing site
data were re-evaluated in an effort to achieve a NFR letter. A letter was
submitted to the IEPA on February 11, 2015 that presented modifications to the
proposed remedial strategy and considers various updates based on regulatory
changes that have occurred since the RAP was originally approved, including a
vapor intrusion risk evaluation. On March 11, 2015, the Illinois EPA approved the
revised remedial approach and requested resampling of monitoring well MW-1 to
further assess current groundwater conditions for evaluation of indoor inhalation
risk.
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On September 26, 2023, the City received a letter from Illinois EPA indicating that the SRP agreement
would terminate for lack of progress on the RAP. The City responded to the Illinois EPA's letter on
October 14, 2023 requesting that the Site Remediation Program (SRP) services associated with the
above referenced site remain open and active, as the City intends to complete the steps necessary for
the site to achieve a No Further Remediation (NFR) letter.
It is Ramboll's understanding based on recent conversations with Mr. William Cogley that the City is
interested in seeking closure based on residential use of the site, but with the allowance of engineered
barriers and institutional controls provided these controls do not unduly hinder site redevelopment. The
NFR would be based on current site conditions with the understanding that when the redevelopment of
the property does occur, modifications to the engineered barriers, if any, would need to be submitted
and approved by the Illinois EPA.
Since 2015, Illinois has begun reevaluating background values in the Tiered Approach to Corrective
Action Objectives (TACO) regulations particularly for the City of Chicago. In 2017, additional statewide
background datasets have become available from Illinois Department of Transportation and a change in
Illinois EPA's approach to the statistical analysis of the City of Chicago background has recently been
published where the 95th percentile is utilized for background instead of the upper confidence level
(UCL) of the mean. Ramboll recommends that the City of Elgin consider an approach to the Crocker
Theater site whereby the new datasets and the 95th percentile are utilized to determine whether
exceedances at the Crocker Theater site are below background conditions In comparison to these new
data sources. If the data is screened below the 95th percentile of background samples, Ramboll
recommends modifying the RAP to either reduce the required scope of engineered barriers, or eliminate
them in their entirety, as appropriate based on the analysis. In either event, the work needed at the site
will include new groundwater sampling as requested by Illinois EPA.
SCOPE OF SERVICES
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. The scope of service proposed are:
• Site Reconnaissance and groundwater sampling (per Illinois EPA's March 11, 2015 conditions of
approval of the RAP)
• Screening data against updated background information
• Develop a revised closure strategy based on current conditions and if necessary, modify the RAP
based on the strategy
• Develop a new cost estimate to implement the RAP
Task 1 Field Activities — Site Reconnaissance and Groundwater Sampling
In the 2015 approval of the RAP, a condition of Illinois EPA approval of the RAP is for current
groundwater conditions be evaluated. At the time of the RAP, the wells that were originally used for the
site investigation were located on Festival Park and the Townhome site. Both of these sites have been
fully redeveloped in the intervening years, so use of those wells is also very unlikely. Therefore, Ramboll
proposes to sample three monitoring wells to evaluate current groundwater conditions. Ramboll will
retain a driller to install the wells. Ramboll will conduct a site reconnaissance to evaluate the current
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condition of the site and attempt to located MW-1. If found, Ramboll will evaluate the integrity of MW-1
and if intact and usable, Ramboll will redevelop and sample the well and install only two wells. If the
well is not viable, Ramboll will reinstall MW-1.
The data will be evaluated against the Tier 1 inhalation data as completed previously in the February 11,
2015 RAP. No Installation or sampling of soil vapor probes are included in this scope of work since the
use and redevelopment of the property is not known. We would endeavor to use the existing well, but it
is likely the well is not viable given the time since the well was accessed.
Prior to the field work, a site-specific health and safety plan (HASP) will be prepared for the work
anticipated at the Crocker Theater site. Ramboll adhered to In the field during all field-related activities.
All Ramboll 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.
The groundwater samples will be submitted to an accredited laboratory for analysis of petroleum-related
volatile organic compounds (VOCs), polynuclear aromatic hydrocarbons (PNAs) and metals.
Task 2 PNA Background Evaluation
Ramboll will complete a statistical analysis on the PNA site data and the published data from the State
of Illinois to determine if the site data falls within the background data. The Statewide data to be used
include the past data sets used to create the 2001-2002 Illinois EPA background numbers in the
regulations and the 2017 IDOT data. Ramboll will contact the City to discuss the findings of the analysis
to discuss the results. If the site data falls within the background data set and below the 95th percentile,
Ramboll will prepare an updated RAP for submittal to Illinois EPA Site Remedlation Program. Depending
on the results, some or all of the engineered barriers may not be required to obtain closure if Illinois
EPA agrees with the statistical analysis.
Task 3 Develop a Closure Strategy/Update the Remedial Action Plan/Illinois EPA Notification
Illinois EPA will be notified through a letter of the pending remedial action plan and schedule regardless
of whether the 2015 plan will be followed or an updated plan will be implemented. The submittal will at
a minimum include the recent groundwater data to confirm that Illinois EPA is accepting the data for
evaluation of the inhalation. This proposal includes two items for this task. One is the submittal of the
new data and schedule and the other is to update the RAP if necessary.
Task 4 Cost Estimate to Implement the RAP
A new cost estimate will be prepared to implement the RAP. This task will assume for purposes of the
proposal that the engineered barriers will be installed as noted in the 2015 RAP.
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$46,247 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:
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Task Crocker Theater Remedial Action Plan Estimated Effort Estimated Cost
(hours)
Task 1 Field Activities - Site Reconnaissance and 52 $23,237
Groundwater Sampling
Task 2 PNA Background Evaluation 52 $7,754
Task 3 Develop a Closure Strategy/Update the Remedial 67 $11,234
Action Plan/Illinois EPA Notification
Task 4 Cost Estimate to Implement the RAP 20 $4.022
Total Estimated Not to Exceed Cost 191 $46,247
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.
Terms and Conditions
Terms and conditions for the work will be in accordance with Ramboll's standard service terms
(Attachment 2). Alternatively, Ramboll will enter into a new contract for engineering services for the
Crocker Theater site with terms and conditions substantially similar to other existing contracts between
the City and Ramboll. 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).
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, 7:00 am 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 standard turnaround time of 5 to 7 business days.
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.
4/5
Crocker Theater SRP Site Invest Proposal.docx
Confidential
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 groundwater sampling or well
installation 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)ULIE, 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,
M —1/1 A- Altei
Tracy L. Hofmann, PE o n M. Nardozzi, PE
Managing Engineer Senior Managing Engineer
M+1 630 251 4444 M 1 630 881 7226
tracy.hot-nann(yrarnboll.com r 0771 mrarnholi c rn
Attachments:
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:
5/5
Crocker Theater SRP Site Invest ProposaI.docx
Confidential
z, A a'IN.t . .SUMMARY OF ESTIMATED COSTS
CLIENT:City of Elgin l0/26/20?2
PROJECT DESCRIPTION:Crocker Theater
PROJECT/PROPOSAL:157302
RAM BOLL PROJECT MANAGER:J.Nardnui
Taal Number: Tads 1 Tatl 2 TO11111 Tank 4
O.v.lop.Closve Ca.t EMlmate to
Site Resod end OW New Ba<kpourd Strategy/Update
leek UesMPtion: Samp1Ot (valuation th.RAP/IE►A Implement the
RAP
Notification
TOTAL
RSONNI, Preferred Rom
Mon Ma so r 7 .- I INNS 2 2 S 5 14
SAW-NA $232 Cans 504 $04 _ 1260 1260 $1.627
Soria lleaos% isms $ 4 4 3 23
TJNeN.a S165 CATS 147$ 700 1476` 554 SUN
6egalearI 14600 0 00 6 0 ___.. 06
10e.R $112 CONS 0 0360 710 0 $4752
041001111 Noes 0 16 2 0 10
4.4.41664969 44445 $312 Coots 0 2142 264 0 _ $2r174
441111010 1 14601 40 0 10 12 42
Knob $16 COII, 6600 0 4160 11/40 _ S1lr500
Mitoaa Pe.l..tinol 1 Noun 0 0 1 O i
SJlak _i132 Coats 0 0 1056 0 SIPS
MmHNmtM ANNNM! NOON 2 0 1 0 10
Mown S!S.._••—Cost/ 119 ^..—0•• 757 0 ',166
Noun 52 M 01 20 191
SUBTOTAL lAOOR Coats $11,771 $7,311 $10,557 $3704 S30,437
Admisstrathe 4.0% Fee $526 Sa! $603 S22! S1,026
SUSI0T4A 1.1106MTaA0M01611417111 Stilt PAN SI1,1B0 M4161 1a3.36s
Cl1Bif:Oty of Eylo
PROJECT/PROPOSAL:157302
Task Nwnba: Task* Tull last Ink
Develop a COMM Cost Estimate to
T.bDevlpden: She Real and GW NrW Racks/ourel Strategy/I.pdate knplemrnt the
Sampling Evaluation Me RAP/IPA RAP
Not//Ration
lOt6t
t0PINSt 1
GW D.v.lop a Sampan/Suppin 3 Walls 5503 $0 50 SO $500
nee toulpm.nt(PID,S.mpint ORS,PUTA) $2.070 So SO $0 SLOW
PPE Sopp6e. S75 0 50 SO 575
V.hid.A/MN.0. 2 site 0101 5.00 SO S0 SO $400
S111701M COMB 31e75 No • S0 :.473
MAR iA1NES
Pe.P.m:Mealsa fawn.(GSA Ova-nIgh551211sas,_ No P.. 517E SO S0 S1/t
P.Diem.Meek a I4.nt.a(GSA ay Rate a112111 No no SO SO SO 50 SO
Otis T.M1 $12$ �50 SO SO I1.
Mot.ProJ'Amelia h/Suppae.(shippin6) $75 So Sao SO $115
20.0%FM SO SO Ss 50 $12
SubTr10nl SO3 S44 50 $127
1400TA11EUuAuaas 1 SO W S75S
SUBCONTRACT SERVICES
(000r1191 MNrkgf 1..trkef Nm of WNW. M.•.
Soil Samples•VOC.•1Ned Press/v/60n AR 4 70 S312 So $0 $0 $312
sal SamNn•(PION 0 225 $0 $0 So SD SO
.al Sample Metals 0 6 $0 $0 S0 50
OW Samples-VOC3 4 55 5220 SO S0 SO $220
4w Sample1•(PNAI 4 223 5300 S0 50 S0 S900
OW Sample WWI 4 6 $260 S0 $0 $260
Answical Su0:ote1 16 641 51.692 SO SO $0 $1.602
OrNin,Su190100or
Earth Sak.n o v.St.Char.. (Day 0..1.S.rvion 54.544 S0 50 50 f4.144
Earth So4novt,st.Charles PrhMe Maly Lee. $750 50 SO SO $750
Purse wee disposal 1.550M.Oruro SB50 SO So SO $150
Soil Drum 11s90sll 5.55 pion __ $2,550 $0 _ SO SO _ $2,550
Subtoul 510,66E SO $0 $0 S10,N6
AdmNMrative fee.._._.._._ ...._ 10.0%fr SLOE) ,_._.^_0 So $o -ASP)
OUSTOTAL SUI,SERVKF3 $11.754 $0 SO $o $11,754
TOTAL ESTIMATED COST} SMUT ST.734 Su.2)S $6,022 $11,247
,«vim._ owl.
TERMS AND CONDITIONS FOR SINGLE PROJECT SERVICES AGREEMENT
Proposal by Ramboll Americas Engineering Solutions, Inc. ("Ramboll")
to
City of Elgin ("Client")
These terms and conditions shall govern and be a part of the proposal issued by Ramboll to Client (the
"Proposal") along with any exhibits attached thereto, which, when executed by the parties, shall
constitute the sole and complete agreement between the parties with respect to the subject matter of
the Proposal, excluding all standard business forms and other oral or written materials (the
"Agreement").
Section 1. The Services
1.1 $cooe of Services; Schedule: Subject to the terms and conditions set forth In the
Proposal and in the Agreement, Ramboll will perform the scope of services as explicitly set
forth in the Proposal (the"Services"). There are no implied Services. The scope of
Services or the proposed schedule set forth in the Proposal may not be altered by the
Client in any way, unless and until a Ramboll representative has approved such alteration
in writing. Ramboll will use reasonable commercial efforts to complete the Services within
the time frame stated in the Proposal. Ramboll may utilize employees from any of its
affiliates in order to perform the Services. Client represents and warrants that it has full
right and authority to have the Services performed, and that it has obtained all necessary
licenses and approvals for the Service to be performed.
1.2 Termination: The Agreement may be terminated by either party: (a) upon thirty (30)
days prior written notice to the other; or (b) effective immediately upon written notice to
the other party if such other party declares itself insolvent, files an action in bankruptcy or
becomes the subject of involuntary bankruptcy proceedings, or fails to perform any of its
obligations hereunder or otherwise breaches the Agreement and does not remedy such
failure or breach within fourteen (14) days after written notice thereof. Client shall pay
Ramboll for all Services performed and expenses incurred prior to termination, plus
reasonable termination charges such as charges for third party cancellation and for
demobilization (including leaving the site in a safe condition and the site and project files
in good order) plus, in the event of termination by Ramboll under subsection (b), damages
under applicable law. Client's obligations under the Agreement shall survive termination
of the Agreement and/or completion of the Services hereunder.
1.3 Additional Cost or Delay. Ramboll and its affiliates shall not be responsible or liable for
any additional cost to perform Services or other damages resulting from: (a) the lack or
insufficiency of performance by any person or entity not selected by, engaged by, and
responsible to Ramboll, (b) changes, delays or additional Services not necessitated by the
acts or omissions of Ramboll, (c) delay in response to requests, applications or reviews by
Client or third parties, or (d) damage to underground utilities or structures not accurately
located on plans, maps or figures furnished to Ramboll.
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TERMS AND CONDITIONS
1.4 Reportina Reauirements: Client may be required under federal, state, provincial or
local statutes, laws, ordinances, codes, rules, orders or regulations ("Laws") to report the
results of the Services to appropriate regulatory agencies. Ramboll is not responsible for
advising Client about Client reporting obligations and Client agrees that Client shall be
responsible for all reporting, except as specifically stated in Ramboll's Proposal as part of
scope of work. To the extent Ramboll 1as an independent duty to report, it will endeavor
to provide Client with advance notice.
1.5 force Maieure: Ramboll and its affiliates shall not be liable in any way because of any
delay or failure in performance due to circumstances or causes beyond its control, which
shall be deemed to include without limitation strike, lockout, embargo, epidemic,
pandemic, or other outbreak of disease, quarantine restrictions, riot, war, act of terrorism,
cyber-attack, flood, fire, act of God, act of the federal or state government, accident,
failure or breakdown of components necessary to order completion, Client, subcontractor
or supplier delay or non-performance, inability to obtain or shortages in labor, materials,
protective gear, other supplies or manufacturing facilities, compliance with any Law, or
circumstances or conditions which in the discretion of Ramboll may pose a material risk to
the health or safety of the employees of Ramboll, its affiliates or subcontractors. In any
such event, Ramboll is entitled to equitable compensation from Client for time expended
and expenses Incurred with respect to the project.
1.6 Scope Dependent Provisions: Certain provisions dependent on the scope of Services
are set forth in Exhibit A, attached hereto and incorporated herein.
Section 2. Fees and Charges
2.1 Fees: Client shall pay for all Ramboll time spent in performing the Services, including
travelling, at its then-standard rates for the type of Services (except to the extent
otherwise stated in the Proposal). Estimates of fees, recommendations and opinions are
made on the basis of experience and professional judgment; they are not guarantees. The
Parties shall promptly agree to equitable adjustments in the budget and schedule if any of
the following will result in increased fees or schedule delays In performing the Services:
(a) Client requests changes to the scope or extent of Services, (b) Ramboll encounters site
conditions that differ from those specified in the Proposal and are the basis for the scope
of work or otherwise are unanticipated, (c) significant changes in relevant Laws, or (d)
delays or disruptions for reasons beyond Ramboll's control.
2.2 Reimbursable Expenses: Client shall reimburse Ramboll for all project-related expenses
including, without limitation, the following: travel (including, without limitation, vehicle
rental, airfare or train fare), priority mail, and overnight delivery, outside reproduction and
courier services, which will be billed at cost, plus fifteen percent. Notwithstanding the
foregoing, the use of Ramboll owned cars, trucks and vans will be charged at $125.00 per
day; the use of equipment and protective clothing will be billed in accordance with Ramboll
standard practice; and the cost of project-related communications, to include in-house
telephone, facsimile, postage, and reproduction, computers, data compilation, and
Computer Aided Design and Drafting ("CADD") will be charged at six percent of total labor
charges.
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2.3 Taxes: Client shall pay or reimburse Ramboll for (a) all sales taxes, use taxes, value
added taxes, duties, levies, and similar taxes or impositions imposed by any taxing
jurisdiction relating to the provision of the Services, and (b) to the extent that Services
are performed in a country where Ramboll has no permanent establishment, all
withholding taxes or similar impositions imposed by any taxing jurisdiction on the
provision of the Services.
2.4 Inirgicinq: Ramboll will invoice Client on a monthly basis using its standard invoice
format. This format provides for a general description of work performed and a summary
of professional fees, expenses, and other charges covered therein. For more detailed
invoicing requests, Client shall pay for invoice preparation time by staff members.
2.5 payment: Client shall pay each invoice in cash within thirty (30) days after the invoice
date. Client shall pay late charges at the rate of 1.5 percent per month or the maximum
percentage allowed by Law, whichever is less, for any amounts not paid within thirty (30)
days of the invoice date. Ramboll has the right to stop work for, withhold work product
from, and/or terminate the Agreement or any Services hereunder in accordance with
Section 1.2 herein, and/or terminate any other engagement with Client, if any invoice to
Client remains unpaid for more than thirty (30) days past the invoice date. Client shall
make timely payment without condition, setoff, retainage, or contingency, including
without limitation the closing of a transaction or obtaining financing. If Ramboll
determines that it is advisable/necessary to engage collection professionals and/or
commence collection proceedings (including, without limitation, by commencing formal
legal proceedings) to obtain payment on account of an unpaid invoice and Ramboll is the
substantially prevailing party in such proceedings, Client also shall pay Ramboll's collection
costs and costs associated with any such proceedings, including, without limitation,
arbitrator fees, reasonable attorneys'fees and a reasonable fee for the services of
Ramboll's internal resources and its out-of-pocket expenses.
2.6 Currency Conversion: To the extent non-U.S. Ramboll affiliates provide Services, or
costs are incurred In currencies other than US dollars, currencies will be converted into US
dollars at the prevailing exchange rate(s) as at the end of the month during which
Services have been provided or costs have been incurred.
Section 3. Third Parties
3.1 Subcontractors: Except to the extent specifically agreed In writing by Ramboll, Client
shall directly contract/retain all other contractors whose services are required In
connection with a project (e.g., drillers, analytical laboratories, transporters). As a service
to Client, Ramboll may advise with respect to selecting such other contractors and may
assist Client in coordinating and monitoring their performance, but Ramboll Is not
responsible for such performance. Client shall release, indemnify, defend and hold
harmless Ramboll and its affiliates and subcontractors and their respective directors,
officers, employees and agents (collectively, the"Ramboll Indemnitees") from and against
any and all allegations, claims, costs (including reasonable attorney and expert fees),
damages, demands, expenses, fines, judgments, liabilities, liens, obligations, penalties,
personal injury, property damage, suits and other losses of any nature whatsoever
(collectively"Losses") relating in any way to work performed by any contractor
Page 3 of 13
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SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
retained/contracted by Client. When, notwithstanding the foregoing, Ramboll
contracts/retains a subcontractor to perform a portion of the Services, all related expenses
shall be billed to Client as they are incurred, at cost plus 15 percent.
3.2 No Third-Party Reliance/Use: The Services including, without limitation, related
communications and deliverables/work product, and the contents of such communications
and deliverables/work product (collectively"Deliverables"), are solely for Client's benefit
and may not be relied upon by or disclosed to any third party without Ramboll's express
written consent; provided, however, Client may distribute or disclose the Deliverables to
its professional advisors or other parties involved in the underlying project or transaction,
including disclosures to governmental agencies or regulators, as applicable in connection
with Ramboll's Services, in each instance on a non-reliance, informational only basis. In
addition, Client shall not attribute any statement to Ramboll without Ramboll's express
written consent. Ramboll shall be entitled to injunctive relief preventing/prohibiting any
disclosure or attribution prohibited hereunder, and Client shall release, indemnify, defend
and hold harmless the Ramboll Indemnitees from any and all Losses arising from or
related to such unauthorized disclosure or attribution.
Section 4. Liabilities
4.1 Performance Standards:
a. In performing the Services, Ramboll agrees to exercise professional judgment, made on
the basis of the information available and to use the same degree of care and skill
ordinarily exercised in similar circumstances by reputable consultants performing
comparable services in the same geographic area as of the time the Services are
rendered, and not according to earlier or later standards. Client acknowledges that
scientific, medical, and health and safety knowledge and expertise is always evolving, and
that Ramboll's work, conclusions and opinions cannot fully anticipate or take into account
changes in knowledge or expertise that develop after the Services are performed. A
difference of opinion on a question of professional judgment shall not excuse Client from
paying when due for Services rendered.
b. Ramboll makes no guarantee that the Services shall meet any particular specification or
result except as specifically stated In the description of Services and then subject to all
qualifications, assumptions, changes of condition and correctness of information given to
Ramboll.
c. Ramboll represents that: (i) It shall comply with all Laws which apply to Ramboll in the
performance of the Agreement ; (II) it shall obtain and maintain all permits or licenses
which it is required to obtain In order for it to perform the Services; and (iii) to the best
knowledge of Ramboll, without inquiry or investigation, the Services and work product
provided by Ramboll will not violate or infringe any third party's patents, trade secrets,
trademarks, or other proprietary rights.
d. Other than the representations specifically set forth above in this section, RAMBOLL AND
ITS AFFILIATES MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING THOSE OF NON-INFRINGEMENT OR FITNESS FOR A
PARTICULAR PURPOSE, OR MERCHANTABILITY OF ANY PRODUCTS, OR AS TO ANY OTHER
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SINGLE PROJECT SERVICES AGREEMENT
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MATTER, and the representations set forth above shall supersede any oral or written
warranties or representations made or implied by Ramboll or any of Ramboll's affiliates or
their employees or representatives or in any of Ramboll's brochures, manuals, catalogs,
literature or other materials.
e. The Services and all deliverables are rendered based on the specific circumstances and
conditions described in the Proposal and are intended for use by the Client only in
connection with the purpose set forth in the Proposal. Ramboll disclaims all warranties
relating to any other use and Client shall indemnify, defend and hold harmless the Ramboll
Indemnities against any and all Loss relating to such other use.
4.2 Insurance: Ramboll shall maintain the following insurance coverage while it performs the
services: (a) statutory Workers Compensation and Employer's Liability Coverage; (b)
General Liability for bodily injury and property damage of$1,000,000 aggregate; (c)
Automobile Liability with $1,000,000 combined single limit; and (d) Professional Liability
and Contractor's Pollution Liability with a combined single limit of$1,000,000 per claim
and in the aggregate. If Client desires additional insurance coverage types or amounts
that Ramboll does not carry or special endorsements that Ramboll does not have In Its
policies, all premiums associated with obtaining those coverages or endorsements shall be
promptly reimbursed by Client. At Client's direction, Ramboll will provide Client with a
certificate of Insurance and Ramboll will add Client and project site owner(s) and/or
tenants (if Ramboll will be working on property(s) not owned by Client) and any related or
affiliated persons or parties as an additional Insured on Ramboll's General Liability, Auto
Liability and Pollution Liability policies.
4.3 Indemnities:
a. Ramboll shall release, indemnify, defend and hold harmless Client and its affiliates and
their directors, officers, employees and agents from and against any and all Losses arising
out of or relating to the Agreement or the Services to the extent of such Losses that a
court or other tribunal of competent jurisdiction finds and concludes, in a final and non-
appealable order or judgment, directly resulted from Ramboll's material breach of the
Agreement, gross negligence or Intentional misconduct. Other than as set forth in the
preceding sentence, Client shall be solely responsible for and shall release, indemnify,
defend and hold harmless the Ramboll Indemnitees from and against any and all Losses
the Ramboll Indemnitees suffer or incur as a result of, or are in any way related to, the
Agreement or the Services or a Ramboll Indemnitee's presence on a site for the purpose
of performing Services.
b. An indemnified party hereunder ("Indemnitee") will give prompt notice of any indemnified
claim to the indemnifying party ("Indemnitor"). The Indemnitee shall have the right to
participate in the defense of any claim against it with counsel selected by it, subject to the
Indemnitor's right to control the defense thereof. The fees and disbursements of such
counsel shall be at the expense of such Indemnitee, provided, that if in the reasonable
opinion of counsel to such Indemnitee, there exists a conflict of interest between the
Indemnitor and such Indemnitee that cannot be waived, such Indemnitee shall have the
right to control defense of the Claim against it, and the Indemnitor shall be liable for the
Page 5 of 13
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•
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
fees and expenses of counsel to such Indemnitee In each jurisdiction for which such
Indemnitee determines counsel is required.
c. The Indemnitees and Indemnitor shall cooperate with each other in all reasonable respects
in connection with the defense of any claim, including making available records relating to
such claim and furnishing to the defending party, management employees of the non-
defending party as may be reasonably necessary for the preparation of the defense of
such claim. Such cooperation furnished by the Indemnitees shall be paid for on the basis
provided for in the Agreement.
4.4 Limitation of Liability: Notwithstanding anything to the contrary set forth in the
Agreement:
a. Under no circumstances shall either party be liable to the other for any type of damages
other than direct damages (including loss of profits, loss of opportunity, loss of business,
loss of goodwill, or indirect, consequential, special, or punitive damages), even If such
party has been advised of the possibility of such damages, or for damages caused by the
other parry's failure to perform its obligations under Law or contract; and
b. In no event shall the aggregate liability of Ramboll and Its affiliates in connection with the
Agreement or the Services exceed the an amount equal to three (3) times the amount
actually paid to Ramboll by Client for the Services, but in no event more than One Million
Dollars ($1,000,000), and Client specifically releases Ramboll and its affiliates for any and
all Losses in excess of that amount. Ramboll and its affiliates shall have no liability in
connection with the Services, whether in contract, in tort, in negligence, breach of
statutory duty or otherwise unless it receives a claim in writing before the first anniversary
of completion of the Services.
Section 5. Information
5.1 Confidentiality:
a. The parties hereto each contemplate that, In connection with the Services and to facilitate
performance of their respective obligations hereunder, it may be necessary to provide the
other (the "Receiving Party") with information that disclosing party (the "Disclosing Party")
considers to be confidential information. Information received from a Disclosing Party (or
from one acting on its behalf) that the Disclosing Party identifies as confidential, or that,
by its nature clearly should be treated as confidential hereunder (collectively "Confidential
Information"), shall be maintained in confidence by the Receiving Party, which shall follow
reasonable and prudent practices to maintain the Confidential Information in confidence.
Confidential Information shall be used by the Receiving Party only for the purpose of and
in connection with its performance hereunder; provided that Ramboll also may use any
information received or generated in connection with the Services for the purpose of
Improving its products and services.
b. Confidential Information does not include information that (i) was lawfully known to the
Receiving Party before receipt from the Disclosing Party; (ii) is or becomes publicly
available through no fault of the Receiving Party; (iii) is lawfully received by the Receiving
Party from a third party without a duty of confidentiality; (iv) is independently developed
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SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
by the Receiving Party without use of Confidential Information; or (v) that counsel for the
Receiving Party determines is required to be disclosed by law (Including, without
limitation, in response to a subpoena), provided that the party intending to make such
required disclosure, to the extent permissible and reasonably possible under the
circumstances, shall endeavor promptly to notify the Disclosing Party of such intended
disclosure in order to provide to the Disclosing Party an opportunity to seek a protective
order or other remedy and/or take such other action it deems necessary.
c. If Ramboll, its documents/records or its personnel are subpoenaed for production, for
deposition or other testimony, or for other legal process related to the Services (except in
connection with proceedings to resolve a dispute between Ramboll and Client related to
the Services), Client shall promptly pay Ramboll at its then current standard billing rates
for the efforts of its personnel in responding to such subpoena, and reimburse Ramboll for
related out-of-pocket expenses.
5.2 Data Privacy:
a. Each Party, as part of their contractual relationship and to perform their respective
obligations under the Agreement, will obtain and use, for administrative purposes only,
the following personal data about certain employees or other agents/representatives of
the other Party or third parties engaged by the other Party ("Engaged Third Parties") who
are working to fulfil the Agreement:
I. Name;
ii. Name of employer (i.e. one of the Parties or an Engaged Third Party);
lii. Title; and
iv. Contact Information, such as e-mail or phone number.
b. Each Party will collect and process such personal data as data controllers under, and
otherwise in compliance with, applicable data protection Laws.
c. Each Party further acknowledges and agrees that it has provided or will provide all of Its
employees, agents and/or Engaged Third Parties, as applicable, who are working to fulfil
the Agreement, with a general notice about the other Party's collection and processing of
their personal data. Such notice must comply with applicable data protection Laws
(including, to the extent applicable, Article 13 and 14 of the Regulation (EU) 2016/679,
the General Data Protection Regulation). Furthermore, each Party agrees to process such
personal data in accordance with applicable data protection Laws. Furthermore, to the
extent any such Law requires or provides for the parties to enter into a more detailed data
protection agreement or similar agreements to more fully set forth, as contemplated by
such Law, their respective data privacy obligations vis-a-vis services under the
Agreement, or otherwise, the Parties each agree to act reasonably and in good faith In
negotiating and executing such agreements.
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SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
5.3 Intellectual Property: If Ramboll is required by the Agreement to deliver a particular
final written product to Client (the "Deliverable"), then, subject to section 3.2, the Client
shall own the Deliverable. To the extent there is any intellectual property Included in the
Deliverable, then, subject to section 3.2, Ramboll hereby grants to Client a perpetual,
irrevocable, nonexclusive, royalty-free license to use such intellectual property solely as
part of the Deliverable, and in connection with the Client project for which the Services
were provided. Ramboll retains all other rights to its intellectual property. Client shall
release, indemnify, defend and hold harmless the Ramboll Indemnitees from and against
any and all Losses relating to Client's modification of or excerpts from the Deliverable or
use of the Deliverable other than In connection with the project for which the Services
were provided.
Section 6. Miscellaneous
6.1 Independent Contractor: Ramboll is acting as an independent contractor and shall
retain responsibility for and control over the means for performing the Services. Nothing
in these Terms and Conditions shall be construed to make Ramboll or any of its officers,
employees or agents, an employee or agent of Client.
6.2 Conflicts: Client recognizes and agrees that Ramboll and its affiliates may assist other
clients in matters that could be perceived as, or, in fact, may be adverse to the interests
of Client, including, without limitation, matters that relate to the same site or geographical
area, neighboring sites, the same acquisition opportunity or other issues in which Client
may have an interest. In each of those situations, Ramboll will take reasonable measures
to maintain separation between/among affected engagements, including, for example, by
establishing a separate team for each client and implementing reasonable ethical screens
between/among them.
6.3 Non-solicitation: During the performance of the Services and for 12 months thereafter,
Client will not solicit for employment, or hire as an employee or contractor, any personnel
of Ramboll or its affiliates, without first obtaining the written consent of a corporate officer
of Ramboll.
6.4 Assignments: Neither party shall assign Its rights and obligations under the Agreement
or without the prior written consent of the other party, except in connection with a sale of
substantially all of the assets of such party; provided that, Ramboll may subcontract or
delegate Services or assign the Agreement to an affiliate without prior written consent of
Client.
6.5 Severability: The Agreement shall be enforced to the fullest extent permitted by Law. If
any provision of the Agreement is found to be invalid or unenforceable the provision shall
be construed and applied in a way that comes as close as possible to expressing the
Intention of the parties with regard to the provisions and that saves the validity and
enforceability of the provision.
6.6 Disputes:
a. The Agreement shall be governed by the Laws of the state of New Jersey, without regard
to its conflict of laws rules. Any dispute or controversy relating to the Agreement that is
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SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
not resolved amicably shall be resolved by binding arbitration under the Commercial
Arbitration Rules of the American Arbitration Association, and judgment on a decision or
award rendered by the arbitrator(s) may be entered in any court of competent subject
matter jurisdiction sitting in the State of New Jersey. Unless otherwise agreed to by the
Parties, (i) the arbitration proceedings shall be presided over by a single arbitrator, unless
the amount in controversy exceeds $500,000.00, in which case, the number of arbitrators
shall be three, one appointed by each Party and the third appointed by mutual agreement
of the other two and (ii) any and all depositions, oral argument, hearings, or similar
personal appearances shall take place In the State of New Jersey, or, at Ramboll's election
In its sole discretion, in the U.S. state in which the Services primarily are provided. Any
decision or award by the arbitrator(s) shall be final and binding, and, except in the case of
fraud or gross misconduct by the arbitrator(s), no decision or award rendered by the
arbitrator(s) shall be appealable. Subject to Section 2.5 above, the arbitrator(s) shall have
discretion to designate one of the Parties as the prevailing party and to require the other
Party to reimburse such prevailing party for all or a portion of the costs and fees incurred
in such arbitration, including arbitrators'fees, administrative fees, attorney's fees, and
other reasonable out-of-pocket costs. The arbitration proceedings and arbitration award
shall be maintained by the Parties and arbitrator(s) as strictly confidential, except as Is
otherwise required by Law, an order from a court or other tribunal of competent
jurisdiction, or as is necessary to confirm, vacate, or enforce any arbitral award and for
disclosure in confidence to the Parties' respective auditors, attorneys, insurers, tax
advisors and similar professionals who themselves agree to maintain confidentially in
accordance with this subparagraph.
b. Neither Party shall be subjected to the foregoing arbitration requirement In the event of an
alleged, actual, or threated breach of an obligation under Sections 3.2, 5.1 or 5.3 above,
or that otherwise is reasonably likely to result In irreparable harm to that Party absent
immediate injunctive relief. In such event, the Party immediately may pursue by civil
action in and obtain from any court of competent subject matter jurisdiction sitting in the
State of New Jersey, or, at Ramboll's election in its sole discretion, in the U.S. state In
which the subject products/services primarily are provided, injunctive and other equitable
relief to remedy any such breach or threatened breach, which remedy(ies) shall not be
exclusive, but, rather, shall be In addition to all other remedies and rights available at law,
in equity, or otherwise. The prevailing party In any such civil action shall be awarded its
costs and fees incurred in such civil action, including attorney's fees and other reasonable
out-of-pocket costs.
c. Ramboli also shall not be subjected to the foregoing arbitration requirement in an action
strictly to collect unpaid invoices not exceeding $50,000.00 and/or to foreclose upon or
otherwise enforce any lien. In such event, Ramboli may pursue Its fee claim in any court
of competent subject matter jurisdiction sitting in the State of New Jersey, or, at Ramboll's
election in its sole discretion, in the U.S. state in which the subject products/services
primarily are provided.
6.7 Anti-Corruotion &Sanctions:
a. At all times in connection with and throughout the course of the Agreement, the Parties
will comply with and will take reasonable measures to ensure that their employees,
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subcontractors, and agents will comply with all applicable laws, rules, regulations and
orders of any applicable jurisdiction, relating to corruption and bribery, e.g. under the US
Foreign Corrupt Practices Act and UK Bribery Act.
b. The Parties will comply with and will take reasonable measures to ensure that their
employees, subcontractors, agents and other third parties will comply with all applicable
laws, rules regulations and orders of any applicable jurisdiction, relating to sanctions and
export controls (including trade or financial sanctions under the laws and regulations of
the United Nations, the United States, the European Union and its Member States, the
United Kingdom or any other jurisdiction that is applicable to the Services). Each Party
further warrants, with respect to that Party and its affiliates, and also that Party's and its
affiliates'directors, executive officers, shareholders, and any person having a controlling
interest in any such entity, that no such parties or persons are (i) designated on the U.S.
Department of the Treasury, Office of Foreign Assets Control's List of Specially Designated
Nationals and Other Blocked Persons and Consolidated Sanctions List, the U.S. State
Department's Non-proliferation Sanctions Lists, the UN Financial Sanctions Lists, the EU's
Consolidated List of Persons, Groups and Entitles Subject to EU Financial Sanctions, and
the UK HM Treasury Consolidated Lists of Financial Sanctions Targets; or (ii) directly or
indirectly owned or controlled by such persons (any person or entity qualifying under (I) or
(ii) Is referred to herein as a "Restricted Person").
c. The Parties further agree that the Parties shall notify each other in writing immediately if
(i) they are charged or convicted by a court of law for bribery or corruption; or (ii) a Party
or any of its directors, executive officers, shareholders or any person having a controlling
Interest in that Party becomes a Restricted Person or becomes directly or Indirectly owned
or controlled by one or more Restricted Persons.
d. Without prejudice to other termination rights under this Agreement, either Party may
terminate the Agreement immediately if the other Party or any of its directors, executive
officers, shareholders or any person having a controlling interest in the other Party
becomes a Restricted Person or becomes directly or indirectly owned or controlled by one
or more Restricted Persons.
6.8 Trade Restrictions: Ramboll will not provide development, design, manufacture,
assembly, testing, maintenance, repairs, instruction, advice, training, transmission of
know-how, or consulting services in relation to projects involving items that are subject to
applicable legal trade restrictions including restrictions on items that originated in Russia
or Belarus or that have been exported from Russia or Belarus (as such restrictions are
amended from time to time). The Client therefore represents and warrants that the project
will not require Ramboll to provide any of the services set out above, or any other
technical services, in relation to these items. Ramboll may terminate the agreement
immediately on written notice if Ramboll has cause to suspect that the project may involve
any services relating to any of the above items. The Client shall Indemnify Ramboll
against all liabilities, costs, expenses, damages and losses (including but not limited to any
direct, indirect or consequential losses, loss of profit, loss of reputation and all interest,
penalties and legal costs and all other professional costs and expenses) suffered or
incurred by Ramboll arising out of a breach of this warranty and/or a termination by
Ramboll. In such circumstances Ramboll shall be entitled to invoice the Client, and to be
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paid, in respect of all work carried out and all expenses incurred by Ramboll up to and
including the date of notice of termination. Moreover, in such circumstances Ramboll has
no liability towards the Client.
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EXHIBIT A
SCOPE DEPENDENT PROVISIONS
Each of the following provisions shall apply and be part of the Agreement to the extent it is relevant to
the scope of Services being performed:
1. Authority. Access and Site Information: Client shall grant or obtain for Ramboll
reasonable access, at Client's sole cost, to any sites (including adjacent sites) to be
investigated as part of Ramboll's scope of work, free from interference by third parties. Client
shall also specify and describe to Ramboll in writing (a) the boundary lines of the site(s), (b)
the location of any underground materials or structures, including tanks, piping, water,
telephone, electric, gas, sewer, and other utility lines, (c) all hazardous site conditions or
hazardous materials, including providing copies of relevant Safety Data Sheets, and (d) all
other information necessary or desirable to allow Rambo!! to perform the Services. Ramboll
shall have no liability relating to the foregoing matters except to the extent specifically
included in Ramboll's scope of work; provided that, Client shall be responsible for any personal
injury or property damage or other Loss caused by incomplete or inaccurate information
provided by the Client or any other party.
2. Management of Pre-existing Materials:
a. Client recognizes that there may be pre-existing conditions, contamination, substances,
wastes or materials, hazardous or otherwise ("Pre-existing Materials") at sites to be
entered as part of the Services and acknowledges that Ramboll has neither created nor
contributed to the existence of any Pre-existing Materials. Client also acknowledges that
some investigative procedures may carry the risk of release or dispersal of Pre-existing
Materials, even when exercising due care, and Client hereby waives any claim with respect
thereto except to the extent of damages caused by Ramboll's gross negligence or willful
misconduct.
b. Client and not Ramboll shall be responsible for complying with all Laws in connection with
transportation, treatment, disposal and management of Pre-existing Materials. If Client
and Ramboll execute a Proposal for assistance in meeting such obligations, (i) Client shall
make the final selection of and take full responsibility for both the transporter and disposal
facility, (ii) Ramboll shall not be deemed to be an operator, generator or party who
arranges for transportation, treatment or disposal, and (iii) Client shall release, indemnify,
defend and hold harmless the Ramboll Indemnitees from and against any and all Losses
relating to a claim or allegation that Ramboll has any obligation or responsibility referred
to in this Section.
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c. To the extent that any term used above in this Section is defined in one or more applicable
Laws, such term as used herein shall have the broadest definition stated herein or in any
such Law.
3. EnvironmgntalProfessiona1s: Ramboll employees may serve as Environmental
Professionals under various state or Federal programs, which may include rendering opinions
about site assessments or remediation programs or outcomes and/or which may have Ramboll
employees assuming quasi-regulatory roles. In carrying out these functions for Client, the
Environmental Professional will select the investigations, data collection activities, remediation
or other services which, in the Environmental Professional's judgment are appropriate under
applicable statutes and regulations, to establish a basis for the Environmental Professional's
opinions. Client acknowledges that, under certain state or federal programs, the
Environmental Professionals may have an independent duty to report site conditions or other
information to a regulatory agency and Client agrees that the Environmental Professional may
make such disclosures as are required by Law without violating any confidentiality obligations
under the Agreement, provided that the Environmental Professional gives the Client notice
before (or If circumstances do not reasonably allow concurrently with) notifying the regulatory
agency. Client also acknowledges that a federal, state or local agency may review, comment
and/or audit Ramboll's services and may require additional site activities, even though
Ramboll and its Environmental Professionals have each performed its services in accordance
with the standard of care set forth in this Section 4.1 of the Agreement (the"Performance
Standards"section). Client agrees to compensate Ramboll for services performed in response
to such an audit at Ramboll's billing rates then in effect.
4. Laboratory Services: Ramboll will conduct toxicology tests as prescribed In standard
industry methodology, which includes test acceptability requirements. From time to time the
quantity or quality of test organisms cannot be obtained. Ramboll will notify Client when this
occurs and suggest delaying the testing until such organisms become available. Ramboll will
conduct the tests at Client's request but Ramboll will not be responsible for any test failures
that might occur under those circumstances.
5. Enaaaement by Law Firms: If the Agreement is being executed by a law firm on behalf of
its client, the firm represents that the client has reviewed the Agreement and both the firm
and the client are bound by all limitations on liability and other provisions of the Agreement;
provided that, the client and not the firm will have the obligation to pay Ramboll's fees and
costs.
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ENVIRONMENT
& HEALTH
Rambo!! Americas Engineering Solutions, Inc. - Midwest
CROCKER THEATHER FEE SCHEDULE
Effective JANUARY 1, 2024 - DECEMBER 31, 2024
Personnel Category 3FA Level Hourly Billing Rate
Officer/ Director/ Principal L09 $252
Project/ Technical / Division Manager 2 L08 $224
Project/Technical / Division Manager 1 L07 $185
Engineer 3/ Scientist 3 L06 $165
Engineer 2/ Scientist 2 L05 $132
Engineer 1 / Scientist 1 L04 $113
Business Professional 2 LOS $132
Business Professional 1 L04 $113
Senior Field Technician L03 $94
Technician/Intern L02 $72
Administrative L03 $95
Project Expenses
Travel, lodging, meals, fuel, rental vehicle Cost + 5%
Field equipment, supplies, company vehicles, mileage, per diem Per unit rates
In-house expenses
(e.g., computers, software and support, photocopies, office supplies, 6% of invoiced labor
long-distance telephone, postage, project closeout, file storage)
Rebillables
Vendor expenses
(e.g., materials, external drawing and document reproduction, Cost + 10%
express delivery, miscellaneous field supplies)
Subcontracted Services
Drilling, laboratory, and 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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