Loading...
HomeMy WebLinkAbout90-0410 Warzyn 90 _ °q(o AGREEMENT NO. li.)cvrz�vi WORK ORDER NO. One EXHIBIT"A" WORK ORDER WARZYN ENGINEERING INC. and its directors, officers , shareholders , employees, agents, affiliates, independent professional associates, consultants and subcontractors, as the case may be, (collectively, "WARZYN") agree to perform for CLIENT, on this specific Project, the Services described below. The Services shall be performed subject to and upon the terms and conditions set forth in the Professional Services Agreement (the "Agreement") dated April 10, 1990, by and between WARZYN and CLIENT, which Agreement is hereby amended to incorporate this Work Order. CLIENT: City of Elgin PROJECT LOCATION(s) : Elgin, Illinois SERVICES: Phase I Environmental Assessment PROPOSAL REFERENCE: No. 86163.90 dated April 10, 1990 TERMS AND CONDITIONS: Lump Sum in accordance with standard rate schedule no. 1, effective 1/1/90. COST ESTIMATE: $6,000 Lump Sum AUTHORIZATION This Work Order and the scope of services (the "Services") defined herein are approved and WARZYN is hereby directed and authorized to proceed with the Services for the designated Project in accordance with the terms and conditions of the above-referenced Agreement. Requested By: Accepted By: CITY OF ELGI WARZYN E INC. By: By: . f R. Amon Lee Title: C�, 4 0A 60,, Title: Project Manager Date: / 9 a Date: April 10, 1990 EN-EA-OP-6 1 develop the information, and/or because of er- CLIENT for delay or damage caused CLIENT signatories of this Agreement at the addresses rors,omissions or inaccuracies which may exist because of such suspension of Services. set forth herein or such other addresses as the in the information. (c)Irrespective of which party shall effect ter- parties may designate. (b)To the extent that CLIENT expects WAR- mination or the cause therefore, CLIENT shall, ZYN to rely solely upon existing information, within thirty (30) calendar days of termination, 1 8. Entire Agreement without the opportunity for WARZYN, in its pay WARZYN for Services rendered and costs g professional and/or scientific judgment, to ap- incurred, in accordance with WARZYN's then- The terms and conditions set forth herein con- propriately validate the accuracy and reliability prevailing fee schedule and expense reimbur- stitute the entire understanding of the parties of such information, the CLIENT agrees to sement policy. Services and the associated relating to the provision of Services by WAR- waive any claim against WARZYN and to in- costs shall include those rendered up to the ZYN to CLIENT and shall be incorporated in all demnify, defend, and hold harmless WARZYN time of termination,as well as those associated Work Orders and authorizations unless other- from and against any and all claims or liability with termination such as demobilization, wise stated therein. This Agreement may be for injury or loss allegedly arising from errors, modifying schedules, reassigning personnel, amended only by a written instrument signed omissions or inaccuracies in existing informa- and so on. by both parties. Lion provided to WARZYN by CLIENT or others. 14. Recovery of Dispute Resolution 19. Precedence Costs These General Terms and Conditions shall 1 1 . Right of Entry In the event that legal action is brought by take precedence over any inconsistent or con- CLIENT shall provide for WARZYN's right to either party against the other for liability or tradictory provisions contained in any CLIENT- enter from time to time property owned by claim for damages or otherwise, including but issued purchase order, requisition, notice to CLIENT and/or other(s) in order for WARZYN not limited to (i) non-payment of invoices; (ii) proceed, or like document regarding to fulfill the scope of Services included enforcement of the terms and conditions of this WARZYN's Services. hereunder.CLIENT understands that use of ex- Agreement; or (iii) enjoining any party from ploration equipment may cause some damage, violating the terms and conditions of this Agree- 20.Severability the correction of which is not part of this Agree- ment;then the successful party shall be entitled ment CUENT also understands that the dis- to recover, as part of its damages, its If any of these General Terms and Conditions covery of certain conditions and/or taking reasonable legal costs and expenses for bring- shall be finally determined to be invalid or un- preventative measures relative to these condi- ing and maintaining any such action. enforceable in whole or in part, the remaining lions may result in a reduction of the property's provisions hereof shall remain in full force and value. Accordingly, CUENT waives any claim effect, and be binding upon the parties hereto. against WARZYN, and agrees to indemnify, 15. Independent Contractor The parties agree to reform this Agreement to defend, and hold WARZYN harmless from any WARZYN shall not act as CLIENT's agent or replace any such invalid or unenforceable claim or liability for injury or loss allegedly aris- employee, but rather, as an independent con- provision with a valid and enforceable provision ing from procedures associated with subsur- tractor.WARZYN shall be solely responsible for that comes as close as possible to the inten- face exploration activities or discovery of un- the compensation, benefits, contributions and lions of the stricken provision. controlled Waste Materials. In addition,CLIENT taxes,if any,of its employees and agents. agrees to compensate WARZYN for any time 21.Survival spent or expenses incurred by WARZYN in 1 b.Assignment defense of any such claim, with compensation g All obligations arising prior to the termination of to be based upon WARZYN's then-prevailing This Agreement is to be binding on the heirs, this Agreement and all provisions of this Agree- fee schedule and expense reimbursement successors and assigns of the parties hereto ment allocating responsibility or liability be- polity. and is not to be assigned by either party tween CLIENT and WARZYN shall survive the without first obtaining the written consent of the completion of Services hereunder and the ter- 12. Opinions of Cost other. mination of this Agreement. WARZYN's opinion of probable construction 17.Notices 22.Governing Law costs and/or operations and maintenance costs provided for herein are to be made on the basis Any notices required or permitted to be sent This Agreement shall be governed by and inter- of WARZYN's judgment as an experienced and may be delivered personally, or by telegram or preted pursuant to the rules of the State in qualified design professional, familiar with the certified mail, return receipt requested, to the which the Project site is located. construction industry. But, WARZYN cannot and does not guarantee that proposals,bids,or total construction costs will not vary from opinions of probable cost prepared by WAR- The terms and condition set forth herein are accepted as of this /f day of / i C- 19 f0. ZYN. CLIENT rei7GINEERING IN 13.Termination, Suspension or Company: Signature.• Abandonment (a) This Agreement may be terminated by Signature By: R. Damon Lee either party upon fourteen (14) days written By: Title: Project Manager notice, should the other party fail substantially to perform in accordance with the terms of this Tide: Phone: (70$0691-5000 Agreement through no fault of the terminating party- Phone: Address: 2100 Corporate Drive (b) If CUENT fails to make payment when due WARZYN for Services, WARZYN may, Address: Addison, I I 60101 upon seven (7) days written notice to CLIENT, suspend performance of Services under this Agreement In the event of suspension of Ser- vices, WARZYN shall have no liability to WEI CONTR No.001; 12/88 Warzyn Engineering Inc. PROFESSIONAL SERVICES AGREEMENT AGREEMENT NO. GENERAL TERMS AND CONDITIONS FOR ENVIRONMENTAL ASSESSMENTS General Liability 51,000,C00 each occurrence 1. Services 3. Confidentiality Combined(Bodily injury $2,000,000aggregate The specific Services to be performed by WAR- Warzyn shall retain,as confidential,all informa- and property damage) ZYN ENGINEERING INC. and its directors,of- lion and data furnished to it by the CLIENT Single Lima Liability ficers, shareholders, employees, agents, af- and/or others which is designated as 'Con- Automobile Liability 51,000,000 each occurrence filiates, independent professional associates, fidential.' Such information shall not be dis- Combined(Bodily injury consultants and subcontractors, as the case closed to any third party except as directed by and property damage) may be, (collectively, 'WARZYN') on behalf of CLIENT,or as required by law or regulation. Single Limit Liability the CLIENT shall be described and authorized from time to time by a fully executed Work 4. Maintenance of Professional 8. Limitation of WARZYN's Order, a sample of which is attached to this Liabilityto CLIENT Agreement as Exhibit A. Each serially-num- Standards and Ethics bered Work Order to this Agreement shall be WARZYN must perform the Services in accord- (a)Any and all liability or claim for damages prepared by WARZYN and submitted to the against WARZYN by CLIENT,ance with prevailing professional standards and r based CLIENT's designated representative for review ethics, as well as applicable laws and regula- upon eft, tort, b eassaty, profes- and written authorization to proceed prior to in- sional negligence (including errors, omissions itiation of Services byWarzyn. All work lions. If WARZYN believes that compliance or other professional acts), or otherwise, shall authorized byWork Order(s) referencinglthis with the CUENTs wishes could violate ap- be limited to such loss, damage, injury, or n ) plicable professional standards or ethics, laws liabilityas is covered under the policies of in- Agreement shall be subject to the terms of this or regulations, then WARZYN shall so advise surance and policylimits identified in Agreement unless modified by mutual consent the CLIENT and the CLIENT and WARZYN in the Special Terms of the Work Order. Paragraph 7. p shall immediately enter into discussions to ar- (b)In no event shall WARZYN be responsible rive at a mutually satisfactory solution. Failing for any incidental, indirect, impact, or conse- 2. Compensation for Services a solution, either party may terminate this es(including p in- Agreement in accordance with Paragraph 13. quential damages loss of profits), (a) Services shall be invoiced under this curred by CLIENT as a result of WARZYN's Agreement in accordance with the provisions of performance or nonperformance of any Ser- the individual Work Order(s) and/or the WAR- 5. WARZYN's Warranty vices. ZYN STANDARD RATE SCHEDULE. WAR- (c) All claims, whether based upon contract, ZYN reserves the right, upon thirty (30) days WARZYN shall apply present engineering tort, breach of warranty, professional written notice, to modify the referenced Rate and/or scientific judgment and use a level of ef- negligence(including errors,omissions or other Schedule; this rate adjustment usually occurs, fort consistent with the standard of professional professional acts), or otherwise, shall be annually,at the beginning of the calendar year. Practice as measured on the date hereof and in deemed waived unless made by CLIENT in (b)Invoices shall be submitted once a month the locale of the Project in performing Services writing and received by WARZYN within one or upon completion of Services, at the discre- for CLIENT. EXCEPT AS SET FORTH HERE- (1) year after CUENT reasonably knew or EX- bon of WARZYN, and payment is due upon IN, WARZYN MAKES NO WARRANTY, EX should have known of its existence but, in no receipt of the invoice.A 1% per month service PRESSED OR IMPLIED, IN FACT OR BY event,shall such claim be asserted by CLIENT charge shall be added to all accounts which are LAW, WHETHER OF MERCHANTABILITY, later than six (6) years after WARZYN's corn- FITNESSnot paid within thirty (30) days of date of in- FOR ANY PARTICULAR PURPOSE pletion of the Services with respect to which the voice. OR OTHERWISE, CONCERNING ANY OF claim is made. (c) Client shall be responsible for and pay THE MATERIALS OR Services WHICH MAY WARZYN at WARZYN'S prevailing rate for all BE FURNISHED BY WARZYN TO CLIENT. 9. CUENT Indemnification of time spent by its personnel in connection with WARZYN any court, administrative or other legal 6. Limitation of the Scope of proceedings arising from or relating to Services Services xcept for claims covered under the policies of provided under this Agreement, regardless of insurance and policy limits identified in whether or not WARZYN is subpoenaed to ap- Any hazardous or toxic substances, hazardous Paragraph 7, the CLIENT shall be solely pear at such proceedings by CLIENT or any or toxic wastes,pollutants and contaminants,or responsible to third parties for damages arising third party(CLIENT shall be entitled to a credit other waste materials (the 'Waste Materials') as a result of WARZYN's performance or non- against such fees for any statutory witness fees encountered by or associated with Services performance of any Services.To the maximum paid to WARZYN by CLIENT or any third provided by WARZYN on this Project shall at extent permitted by law, the CLIENT shall in- party), no time be or become the properly of WAR- demnify, defend and hold harmless WARZYN (d)In addition to the execution of this Profes- ZYN.Arrangements for the treatment, storage, from all costs arising out of or connected with sional Services Agreement and related Work transport or disposal of any Waste Materials, third party claims, other than claims covered Order(s), a project initiation payment, corn- which shall be made by WARZYN, shall be under the policies of insurance and policy limits puted as follows, shall be received by WAR- construed as being made solely and exclusive- identified in Paragraph 7. ZYN for each applicable Work Order and shall ly on CUENTs behalf for CLIENTS benefit and represent authorization by CLIENT for WAR- CLIENT shall indemnify, defend, and hold 1 O.Information Provided by ZYN to proceed with its Services. harmless WARZYN from and against any and CLIENT to Others Project Budget IrrioiceAmourn all liability which arises out of the treatment, storage, transport or disposal of any Waste (a)WARZYN shall indicate to CLIENT the in- Less than$5,000 Project Budget Materials. formation needed for rendering the Services re- S5,000 to S20,000 $5,000 quired under this Agreement, as well as, likely Greater than$20,000 25%of Project Budget 7. Insurance sources of this information, with such sources to include but not be limited to CLIENT. WAR- Such project initiation payment(s) shall be ap- WARZYN maintains the following insurance ZYN shall review existinginformation provided plied against the final project billing. (e)All payments shall be remitted to: coverages:r �S N�rroE%�LDS r. ,r��bY others and shall give CUENT its opinion of Warzyn Engineering Inc. infer- TYPE )JtaRg the risk associated with reliance on such infer- Dept.00757 mation. CUENT understands that it is impcs- Milwaukee,WI 53259-0757 Woicers'Comcensatcnand $Statuory sible to eliminate all risk because of inherent Attention: Accounts Receivable Empdyers'Labiley 5500.Coo limitations on the techniques available to (se c6:p r e N t64 ,c cf- flu i c Co -'.v!'CT !'/c. [:G'.O� Z yi -f .4.td,t) UNIT RATE SCHEDULE UNIT RATE LEVEL OF PROTECTION PER HOUR Level E S 3.00 Levels of protection will be invoiced at the highest level Level D Si 1.00 utilized each day.Additional protective equipment re- Level C $13.50 quired will be invoiced at cost plus fifteen percent. Level B $20.00 Level A Cost plus 15% MAJOR EQUIPMENT UNIT RATE MAJOR EQUIPMENT UNIT RATE PER DAY PER DAY Auger,Bucket S 15.00 Pump,Air Sampling $ 30.00 Bailer,PVC S 3.00 Pump,Electric Submersible $ 55.00 Bailer,Stainless Steel S 5.00 Pump,F/W, 3/4" S 20.00 Bailer,Teflon S 10.00 Pump, 1.7"Hand S 20.00 Calibrator,Air Sampling Pump $ 30.00 Pump,Peristaltic $ 20.00 Data Logger,Transducer Analysis S 50.00 Pump, Pneumatic GW Sampling S 25.00 Demolition Kit S 65.00 Pump,Scavenger S 80.00 Detector,Flame Ionization S 135.00 Pump, Submersible 4"GW Sampling S 50.00 Detector,Photoonization S 75.00 Pump, Submersible 1.7"GW Sampling S 125.00 Drum Handller for Forklift S 15.00 Pump,Submersible Sludge S 50.00 Filter Bucket S 15.00 Radio,2-Way S 25.00 Fire Extinguisher S 15.00 Safety Harness with Tripod S 30.00 Gamma Logger, Downhole S 100.00 Sample Preparation/Filtration S 15.00/sample Gang Box S 50.00 Sampler,lJmnologic S 15.00 Generator,2400 Watt S 20.00 Sampler,Sediment S 15.00 Hose,3/4"Air, 50'length S 15.00 Sampler,Wastewater S 50.00 Hose, 3", 50'length S 17.00 Sampling Kit,Soil Gas S 50.00 Hose, 2",50'length S 15.00 Supplied Air Respirator System: Impact Wrench, 1/2" $ 10.00 Air Line Manifold w/4-50 ft. hoses S 75.00 Light Stand S 10.00 Additional 50'Air Hose S 20.00 Meter,Conductivity S 30.00 Breathing Air Cost plus 15% Meter, Explosive Gas S 50.00 Cascade System S 20.00 Meter,Wastewater Flow(with Recorder) S 50.00 SCBA/Air Line Respirator(Standby) S 25.00 Meter,Hydrogen Cyanide S 30.00 Survey Equipment(Level,Tripod, Rod) S 30.00 Meter,pH S 30.00 Vapor Extraction System S 20.00 Meter,Radiation S 20.00 Vehicles Meter,Radon S 20.00 Cube Van S50/day plus $0.50/mile Meter,Dissolved Oxygen S 25.00 PickupNan $35/day plus S0.40/mile Meteorological Station S 10.00 Sampling Van.. S50/day plus $0.40/mile Phone,Portable or Car S 15.00 Service Truck $70/day plus $0.50/mile Pressure Transducer, Bail Down $ 50.00 Velometer S 20.00 Probe,Oil Interface $ 40.00 Water Level Indicator,Electric S 10.00 Non-disposable clothing and equipment which become permanently contaminated or damaged beyond repair will be billed at replacement cost plus fifteen(15) percent. Monitoring and surveillance equipment and support equipment for personal protection are billed portal to portal includ- ing loading and unloading.Cleaning and repair charges will be assessed for equipment contaminated or damaged by site conditions. Sampling van daily charges include the following sampling equipment:pH meter, conductivity meter, bailers, and water level measurement equipment. Bottle charges will be invoiced for samples collected by Warzyn but analyzed by a subcontracted laboratory at cost plus fifteen(15)percent. Rate Schedule does not include all equipment, supplies and/or materials available for job specific or specialized projects. Such items will be billed at cost plus fifteen(15) percent. Effective-January 1, 1990 EXHIBIT A STANDARD RATE SCHEDULE WARZYN ENGINEERING INC. PROFESSIONAL AND TECHNICAL STAFF Engineering Services Rate/Hour Remediation Services Officer S 160.00 Officer Director S 145.00 Director Senior Manager S 120.00 Senior Manager Manager S110.00 Manager II Senior Professional S 95.00 Manager I Professional $ 80.00 Field Superintendent Staff Professional II S 70.00 Safety Officer/Senior Supervisor Staff Professional I S 60.00 Estimator*/Accountant*/Field Supervisor Senior Technician* $ 50.00 Senior Equipment Operator*/Field Technician* Technician* S 40.00 Equipment Operator Support* S 35.00 Support*/Laborer* Personnel have been classified in the above staff categories based on skill,education and experience levels. 'Non-Exempt OTHER TERMS AND CONDITIONS • Non-exempt employee overtime will be invoiced at 1.4 times the standard hourly rates noted above,when such overtime is authorized by the CLIENT. • In-house expenses, such as photocopying, blueprints, long-distance telephone,telex,facsimile transmission, and normal postage,will be invoiced at five(5)percent of total, invoiced WARZYN labor.This replaces detailed invoic- ing of these items. • All other direct expenses,including but not limited to materials, special equipment,etc.will be charged at actual cost plus fifteen(15) percent. • All subcontracted and purchased services will be charged at actual cost plus twenty(20) percent. • Automobile mileage will be charged at $35/day plus S0.40/mile.Other travel and subsistence will be charged at cost plus fifteen (15)percent. If appropriate, per diem rates may be established for subsistence related to field work. • VAX computer connect charge will be $0.25/connect hour: CPU charges will be S 135/hour for the VAX minicom- puter,and Si 10/hour for the MicroVAX. Computer aided drafting and design (CADD)will be charged at $25/hour. • Text processing and/or personal computer equipment time will be charged at $10.00 per connect hour. • Contractor's Pollution Legal Liability Insurance coverage will be direct-charged to CLIENT at a rate of three(3) per- cent of CLIENTS cost for services associated with each applicable Work Order. • Remediation services will be invoiced for 15%of project budget at contract initiation. • Progress invoices for engineering services will be issued monthly and shall be due and payable upon receipt. Remediation services may be invoiced as frequently as weekly. Balances past due more than thirty(30)days shall be subject to a monthly finance charge of 1.5 percent(which is an annual rate of 18 percent per year)until paid. • Holidays observed include New Year's Day, Memorial Day, Independence Day, Labor Day,Thanksgiving Day, day following Thanksgiving,Christmas Eve Day,and Christmas Day.These days are not included as work days in project schedules. • A surcharge of fifty(50) percent will be added to hourly rates for expert witness testimony and/or for participation at hearings, depositions,etc. Effective-January 1, 1990 Warzyn Engineering Inc. PROFESSIONAL SERVICES AGREEMENT AGREEMENT NO. GENERAL TERMS AND CONDITIONS FOR ENVIRONMENTAL ASSESSMENTS General Liabitry S1.000,000 each occurrence 1. Services 3. Confidentiality Combined(Bodily injury S2,000,000aggregate The specific Services to be performed by WAR- Warzyn shall retain,as confidential,all informa- and property damage) ZYN ENGINEERING INC. and its directors,of- tion and data fumished to it by the CLIENT Sing'Lime Liabiiity ficers, shareholders, employees, agents, af- and/or others which is designated as 'Con- Automobile Liability S1,000.000 each occurrence filiates, independent professional associates, fidential.' Such information shall not be dis- Combined(Body injury consultants and subcontractors, as the case closed to any third party except as directed by and property damage) may be, (collectively, -WARZYN') on behalf of CLIENT,or as required by law or regulation. Single Limit Liability the CUENT shall be described and authorized from time to time by a fully executed Work 4. Maintenance of Professional 8. Limitation of WARZYN's Order, a sample of which is attached to this Liabilityto CLIENT Agreement as Exhibit A. Each serially-num- Standards and Ethics bered Work Order to this Agreement shall be WARZYN must perform the Services in accord- (a)Any and all liability or claim for damages prepared by WARZYN and submitted to the against WARZYN by CLIENT, r based ance with prevailing professional standards and CLIENTS designated representative for review upon , tort, ty, profes- ethics, as well as applicable laws and regula- sional negligence (including errors, omissions and written authorization to proceed prior to in- lions. If WARZYN believes that compliance ( 9 itiation of Services by Warzyn. All work with the CLIENTS wishes could violate a or other professional acts), or otherwise, shall authorized byWork Order(s) referencingthis ap- authorized limited to such loss, damage, injury, or K ) plicable professional standards or ethics, laws liabilityas is covered under the policies of in- Agreement shall be subject to the terms of this or regulations, then WARZYN shall so advise Agreement unless modified by mutual consent the CUENT and the CLIENT and WARZYN surance and policy limits identified in in the Special Terms of the Work Order. Paragraph 7. shall immediately enter into discussions to ar- (b)In no event shall WARZYN be responsible rive at a mutually satisfactory solution. Failing for any incidental, indirect, impact, or conse- 2. Compensation for Services a solution, either party may terminate this quential damages(including loss of profits), in- Agreement(a) Services shall be invoiced under this in accordance with Paragraph 13. curred by CLIENT as a result of WARZYN's Agreement in accordance with the provisions of performance or nonperformance of any Ser- the individual Work Order(s) and/or the WAR- 5. WARZYN's Warranty vices. ZYN STANDARD RATE SCHEDULE. WAR- (c) All claims, whether based upon contract, ZYN reserves the right, upon thirty (30) days WARZYN shall apply present engineering tort, breach of warranty, professional written notice, to modify the referenced Rate and/or scientific judgment and use a level of of negligence(including errors,omissions or other Schedule; this rate adjustment usually occurs, fort consistent with the standard of professional professional acts), or otherwise, shall be annually,at the beginning of the calendar year. Practice as measured on the date hereof and in deemed waived unless made by CLIENT in (b)Invoices shall be submitted once a month the locale of the Project in performing Services writing and received by WARZYN within one or upon completion of Services, at the discre- for CLIENT. EXCEPT AS SET FORTH HERE (1) year after CUENT reasonably knew or Lion of WARZYN, and payment is due upon IN, WARZYN MAKES NO WARRANTY, EX- should have known of its existence but, in no receipt of the invoice. A 1% per month service PRESSED OR IMPLIED, IN FACT OR BY event,shall such claim be asserted by CUENT charge shall be added to all accounts which are LAW, WHETHER OF MERCHANTABILITY, later than six (6) years after WARZYN's corn- FITNESSnot paid within thirty (30) days of date of in- FOR ANY PARTICULAR PURPOSE pletion of the Services with respect to which the voice. OR OTHERWISE, CONCERNING ANY OF claim is made. (c) Client shall be responsible for and pay THE MATERIALS OR Services WHICH MAY WARZYN at WARZYN'S prevailing rate for all BE FURNISHED BY WARZYN TO CLIENT. time spent by its personnel in connection with 9. CUENT Indemnification of • any court, administrative or other legal 6. Limitation of the Scope of WARZYN proceedings arising from or relating to Services Services Except for claims covered under the policies of provided under this Agreement, regardless of insurance and policy limits identified in whether or not WARZYN is subpoenaed to ap- Any hazardous or toxic substances,hazardous Paragraph 7, the CLIENT shall be solely pear at such proceedings by CUENT or any or toxic wastes,pollutants and contaminants,or responsible to third parties for damages arising third party(CUENT shall be entitled to a credit other waste materials (the 'Waste Materials') as a result of WARZYN's performance or non- against such fees for any statutory witness fees encountered by or associated with Services performance of any Services.To the maximum paid to WARZYN by CUENT or any third provided by WARZYN on this Project shall at extent permitted by law, the CLIENT shall in- party). no time be or become the property of WAR- demnify, defend and hold harmless WARZYN (d)In addition to the execution of this Profes- ZYN.Arrangements for the treatment, storage, from all costs arising out of or connected with sional Services Agreement and related Work transport or disposal of any Waste Materials, third party claims, other than claims covered Order(s), a project initiation payment, com- which shall be made by WARZYN, shall be under the policies of insurance and policy limits puted as follows, shall be received by WAR- construed as being made solely and exclusive- identified in Paragraph 7. ZYN for each applicable Work Order and shall ly on CUENTs behalf for CLIENTS benefit and represent authorization by CLIENT for WAR- CLIENT shall indemnify, defend, and hold 10.Information Provided by ZYN to proceed with its Services. harmless WARZYN from and against any and all liability which arises out of the treatment, CLIENT to Others Pmiec1Budoet Immiaa.Amiat storage, transport or disposal of any Waste in- Less thanS5,000 Project Budget Materials. (a)formation needed shallr indicaterito CUENT the for rendering the Services re- S5.000toS20,000 S5,0o0 quired under this Agreement, as well as, likely Greater than S20.000 25%0l Project Budget 7. Insurance sources of this information, with such sources Such project initiation payment(s) shall be ap- to include but not be limited to CLIENT.WAR- plied against the final project billing. WARZYN maintains the following insurance ZYN shall review existing information provided (e)All payments shall be remitted to: coverages:P r eF t([(i t, 5'//". by others and shall give CUENT its opinion of � 9 - Wa n En ineerin Inc. P col- D A.7co- �"'s'P(' the risk associated with reliance on such infor- Dep 900757 fEE Luerrg mation. CUENT understands that it is imps- Milwaukee,WI 53259-0757 Wearers'Comoensation and SSlatuory sible to eliminate all risk because of inherent Attention: Accounts Receivable Empbyers Lability S500.000 limitations on the techniques available to `XcE,7' -Foe i(JEGL iCI-A/c er,@ PI rS C0N,Ou c: o F %a 2 v,4./, ,Q.4-,,o develop the information, and/or because of er- CLIENT for delay or damage caused CLIENT signatories of this Agreement at the addresses rors,omissions or inaccuracies which may exist because of such suspension of Services. set forth herein or such other addresses as the in the information. (c)Irrespective of which party shall effect ter- parties may designate. (b)To the extent that CLIENT expects WAR- mination or the cause therefore, CLIENT shall, ZYN to rely solely upon existing information, within thirty (30) calendar days of termination, 18. Entire Agreement without the opportunity for WARZYN, in its pay WARZYN for Services rendered and costs g professional and/or scientific judgment, to ap- incurred, in accordance with WARZYN's then- The terms and conditions set forth herein con- propriately validate the accuracy and reliability prevailing fee schedule and expense reimbur- stitute the entire understanding of the parties of such information, the CLIENT agrees to sement policy. Services and the associated relating to the provision of Services by WAR- waive any claim against WARZYN and to in- costs shall include those rendered up to the ZYN to CLIENT and shall be incorporated in all demnify, defend, and hold harmless WARZYN time of termination,as well as those associated Work Orders and authorizations unless other- from and against any and all claims or liability with termination such as demobilization, wise stated therein. This Agreement may be for injury or loss allegedly arising from errors, modifying schedules, reassigning personnel, amended only by a written instrument siened omissions or inaccuracies in existing informa- and so on. by both parties. tion provided to WARZYN by CLIENT or others. 14. Recovery of Dispute Resolution 19.Precedence 11 . Ri ht of EntryCosts These General Terms and Conditions shall gIn the event that legal action is brought by take precedence over any inconsistent or con- CLIENT shall provide for WARZYN's right to either party against the other for liability or tradictory provisions contained in any CLIENT- enter from time to time property owned by claim for damages or otherwise, including but issued purchase order, requisition, notice to CLIENT and/or other(s) in order for WARZYN not limited to (i) non-payment of invoices; (ii) proceed, or like document regarding to fulfill the scope of Services included enforcement of the terms and conditions of this WARZYN's Services. hereunder.CLIENT understands that use of ex- Agreement; or (iii) enjoining any party from ploration equipment may cause some damage, violating the terms and conditions of this Agree- 20.Severability the correction of which is not part of this Agree- ment;then the successful party shall be entitled ment. CLIENT also understands that the dis- to recover, as part of its damages, its If any of these General Terms and Conditions covery of certain conditions and/or taking reasonable legal costs and expenses for bring- shall be finally determined to be invalid or un- preventative measures relative to these condi- ing and maintaining any such action. enforceable in whole or in part, the remaining tions may result in a reduction of the property's provisions hereof shall remain in full force and value. Accordingly, CUENT waives any claim effect, and be binding upon the parties hereto. against WARZYN, and agrees to indemnify, 1 5. Independent Contractor The parties agree to reform this Agreement to defend, and hold WARZYN harmless from any WARZYN shall not act as CLIENT's agent or replace any such invalid or unenforceable claim or liability for injury or loss allegedly axis- employee, but rather, as an independent con- provision with a valid and enforceable provision ing from procedures associated with subsur- tractor.WARZYN shall be solely responsible for that comes as close as possible to the inten- face exploration activities or discovery of un- the compensation, benefits, contributions and tons of the stricken provision. controlled Waste Materials.In addition,CLIENT taxes,if any,of its employees and agents. agrees to compensate WARZYN for any time 21.Survival . spent or expenses incurred by WARZYN in 16.Assignment defense of anysuch claim, with compensation 9 All obligations arising prior to the termination of to be based upon WARZYN's then-prevailing This Agreement is to be binding on the heirs, this Agreement and all provisions of this Agree- fee schedule and expense reimbursement , successors and assigns of the parties hereto ment allocating responsibility or liability be- policy. and is not to be assigned by either party tween CLIENT and WARZYN shall survive the without first obtaining the written consent of the completion of Services hereunder and the ter- 12.OpiniOnS of Cost other. mination of this Agreement. WARZYN's opinion of probable construction costs and/or operations and maintenance costs 17.Notices 22.Governing Law provided for herein are to be made on the basis Any notices required or permitted to be sent This Agreement shall be governed by and inter- of WARZYN's judgment as an experienced and may be delivered personally, or by telegram or preted pursuant to the rules of the State in qualified design professional, familiar with the certified mail, return receipt requested, to the which the Project site is located. construction industry. But, WARZYN cannot and does not guarantee that proposals,bids,or total construction costs will not vary from opinions of probable cost prepared by WAR- The terms and condition set forth herein are accepted as of this it day of l�r r fo t 19 ZYN. CLIENT VINEERING INO 13.Termination, Suspension or Company: Signature . Abandonment (a) This Agreement may be terminated by Signature By: R. QamOn_ I P9_ either party upon fourteen (14) days written By: Tide: Pr J e t M3I]a9El" notice, should the other party fail substantially to perform in accordance with the terms of this Tide: Phone: (7080691-5Q00 Agreement through no fault of the terminating party. Phone: Address: 2100 Corjaorattp Drive (b) If CLIENT fails to make payment when due WARZYN for Services, WARZYN may, Address: Add i Snn, T L 60101 upon seven (7) days written notice to CLIENT, suspend performance of Services under this Agreement. In the event of suspension of Ser- vices, WARZYN shall have no liability to WEI CONTR No.001; 12/88 11! AGREEMENT NO. WORK ORDER NO. One EXHIBIT"A" WORK ORDER WARZYN ENGINEERING INC. and its directors, officers, shareholders , employees, agents, affiliates, independent professional associates, consultants and subcontractors, as the case may be, (collectively, "WARZYN") agree to perform for CLIENT, on this specific Project, the Services described below. The Services shall be performed subject to and upon the terms and conditions set forth in the Professional Services Agreement (the "Agreement") dated April 10, 1990, by and between WARZYN and CLIENT, which Agreement is hereby amended to incorporate this Work Order. CLIENT: City of Elgin PROJECT LOCATION(s) : Elgin, Illinois SERVICES: Phase I Environmental Assessment PROPOSAL REFERENCE: No. 86163.90 dated April 10. 1990 TERMS AND CONDITIONS: Lump Sum in accordance with standard rate schedule no. 1, effective 1/1/90. COST ESTIMATE: $6,000 Lump Sum AUTHORIZATION This Work Order and the scope of services (the "Services") defined herein are approved and WARZYN is hereby directed and authorized to proceed with the Services for the designated Project in accordance with the terms and conditions of the above-referenced Agreement. Requested By: Accepted By: CITY OF ELGI WARZYN ENG ING INC. By: By: gil ( Lee Title: Ci -v-( nittei (Ofhe Title: Project Ma , ser Date: q I Z.7//5 O Date: April 10. 1990 EN-EA-OP-6 4 • EXHIBIT A STANDARD RATE SCHEDULE WARZYN ENGINEERING INC. PROFESSIONAL AND TECHNICAL STAFF Engineering Services Rate/Hour Remediation Services Officer $160.00 Officer Director $145.00 Director Senior Manager S 120.00 Senior Manager Manager S110.00 Manager II Senior Professional S 95.00 Manager I Professional S 80.00 Field Superintendent Staff Professional II $ 70.00 Safety Officer/Senior Supervisor Staff Professional I S 60.00 Estimator*/Accountant*/Field Supervisor Senior Technician* S 50.00 Senior Equipment Operator*/Field Technician* Technician* S 40.00 Equipment Operator Support* S 35.00 Support*/Laborer* Personnel have been classified in the above staff categories based on skill,education and experience levels. *Non-Exempt OTHER TERMS AND CONDITIONS . ■ Non-exempt employee overtime will be invoiced at 1.4 times the standard hourly rates noted above, when such overtime is authorized by the CLIENT. • In-house expenses, such as photocopying, blueprints, long distance telephone,telex,facsimile transmission, and normal postage,will be invoiced at five(5) percent of total,invoiced WARZYN labor.This replaces detailed invoic- ing of these items. • All other direct expenses, including but not limited to materials, special equipment, etc.will be charged at actual cost plus fifteen(15) percent. • All subcontracted and purchased services will be charged at actual cost plus twenty(20) percent. • Automobile mileage will be charged at $35/day plus $0.40/mile.Other travel and subsistence will be charged at cost plus fifteen(1 5) percent.If appropriate, per diem rates may be established for subsistence related to field work. • VAX computer connect charge will be $0.25/connect hour:CPU charges will be $135/hour for the VAX mini-com- puter,and $1 10/hour for the MicroVAX. Computer aided drafting and design(CADD)will be charged at $25/hour. • Text processing and/or personal computer equipment time will be charged at $10.00 per connect hour. • Contractor's Pollution Legal Liability Insurance coverage will be direct-charged to CLIENT at a rate of three(3) per- cent of CLIENTS cost for services associated with each applicable Work Order. • Remediation services will be invoiced for 15%of project budget at contract initiation. • Progress invoices for engineering services will be issued monthly and shall be due and payable upon receipt. Remediation services may be invoiced as frequently as weekly. Balances past due more than thirty(30)days shall be subject to a monthly finance charge of 1.5 percent(which is an annual rate of 18 percent per year)until paid. • Holidays observed include New Year's Day, Memorial Day, Independence Day, Labor Day,Thanksgiving Day, day following Thanksgiving,Christmas Eve Day,and Christmas Day.These days are not included as work days in project schedules. • A surcharge of fifty(50)percent will be added to hourly rates for expert witness testimony and/or for participation at hearings,depositions, etc. Effective-January 1, 1990 s . UNIT RATE SCHEDULE UNIT RATE• LEVEL OF PROTECTION PER HOUR Level E $ 3.00 Levels of protection will be invoiced at the highest level Level D Si 1.00 utilized each day.Additional protective equipment re- Level C $13.50 quired will be invoiced at cost plus fifteen percent. Level B $20.00 Level A Cost plus 15% MAJOR EQUIPMENT UNIT RATE MAJOR EQUIPMENT UNIT RATE PER DAY PER DAY Auger,Bucket $ 15.00 Pump,Air Sampling $ 30.00 Bailer,PVC S 3.00 Pump,Electric Submersible S 55.00 Bailer,Stainless Steel S 5.00 Pump, F/W, 3/4" $ 20.00 Bailer,Teflon S 10.00 Pump, 1.7"Hand S 20.00 Calibrator,Air Sampling Pump $ 30.00 Pump,Peristaltic S 20.00 Data Logger,Transducer Analysis $ 50.00 Pump, Pneumatic GW Sampling $ 25.00 Demolition Kit S 65.00 Pump,Scavenger $ 80.00 Detector,Flame Ionization $135.00 Pump,Submersible 4"GW Sampling $ 50.00 Detector,Photoonization $ 75.00 Pump, Submersible 1.7"GW Sampling $125.00 Drum Handller for Forklift S 15.00 Pump,Submersible Sludge $ 50.00 Filter Bucket S 15.00 Radio,2-Way S 25.00 Fire Extinguisher $ 15.00 Safety Harness with Tripod $ 30.00 Gamma Logger,Downhole $100.00 Sample Preparation/Filtration S 15.00/sample Gang Box $ 50.00 Sampler,Limnologic $ 15.00 Generator,2400 Watt S 20.00 Sampler,Sediment $ 15.00 Hose,3/4"Air, 50'length $ 15.00 Sampler,Wastewater S 50.00 Hose,3", 50'length $ 17.00 Sampling Kit,Soil Gas $ 50.00 Hose, 2",50'length $ 15.00 Supplied Air Respirator System: Impact Wrench, 1/2" S 10.00 Air Line Manifold w/4-50 ft. hoses S 75.00 Light Stand S 10.00 Additional 50'Air Hose $ 20.00 Meter,Conductivity $ 30.00 Breathing Air Cost plus 15% Meter,Explosive Gas S 50.00 Cascade System S 20.00 Meter,Wastewater Flow(with Recorder) $ 50.00 SCBA/Air Line Respirator(Standby) S 25.00 Meter, Hydrogen Cyanide S 30.00 Survey Equipment(Level,Tripod, Rod) $ 30.00 Meter,pH S 30.00 Vapor Extraction System $ 20.00 Meter,Radiation S 20.00 Vehicles Meter,Radon $ 20.00 Cube Van $50/day•plus S0.50/mile Meter,Dissolved Oxygen S 25.00 PickupNan S35/day plus $0.40/mile Meteorological Station $ 10.00 Sampling Van S50/day plus $0.40/mile Phone,Portable or Car S 15.00 Service Truck $70/day plus $0.50/mile Pressure Transducer, Bail Down S 50.00 Velometer S 20.00 Probe,Oil Interface $ 40.00 Water Level Indicator,Electric S 10.00 Non-disposable clothing and equipment which become permanently contaminated or damaged beyond repair will be billed at replacement cost plus fifteen(15) percent. Monitoring and surveillance equipment and support equipment for personal protection are billed portal to portal includ- ing loading and unloading.Cleaning and repair charges will be assessed for equipment contaminated or damaged by site conditions. Sampling van daily charges include the following sampling equipment:pH meter,conductivity meter, bailers, and water level measurement equipment. Bottle charges will be invoiced for samples collected by Warzyn but analyzed by a subcontracted laboratory at cost plus fifteen(15)percent. Rate Schedule does not include all equipment,supplies and/or materials available for job specific or specialized projects. Such items will be billed at cost plus fifteen(15) percent. Effective-January 1, 1990